Revolutionary Concepts Inc., (OTCMKTS:REVO) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On May 31, 2016 Revolutionary Concepts Inc., (the Company)
announced the addition of three principal features of its
restructuring and recapitalization plan. The new features of the
plan include:

(i)exchanging
all of the Companys obligations related to preferred shares,
creditors, and senior secured debt for new shares of stock; and

(ii)the
filing of Certificates of Designation for series A, series A-1,
series A-2, and series B Preferred shares in accordance with
section 9 of the companys bylaws; and

(iii)The
existing preferred shareholders have agreed to forfeit past
dividends of approximately $4.5 million owed by company. The
preferred shareholders will purchase A1 preferred shares through
an exchange of their existing preferred shares. The related
agreements have been included as exhibits to this Form 8-K.

The Board approved the beginning stages of this plan between
September-October 2014 and later approved a strategic plan in
January 2015 designed to restructure and recapitalize the
Company. The Board agreed in January 2016 that the principal
features of the plan encompass a recapitalization and balance
sheet restructuring.

Revolutionary Concepts, Inc. has purchased RI Technology for $1
from Mr. Solomon RC Ali, an officer and director of the company.
Plans are for RI Technology to participate in wholesale and
distribution opportunities exploiting our current patent
portfolios as well as providing management services on behalf of
minority companies seeking license agreements. The Company has
committed to contribute up to one-million dollars in cash or cash
equivalent yearly to RI Technology.

Revolutionary Concepts, Inc. has purchased Preferred Shares of a
newly created entity formed by a group of investors. The
investor(s) currently represent approximately 60% voting control
of the company. Revolutionary Concepts has used its 40% stake in
EyeTalk 365 to purchase 10,000 Series A-1 Convertible Preferred
Shares, which pays a 10 % dividend, with a stated value of $1,000
per share. This action was voted on and approved by the Board of
Directors and Preferred Shareholders. The company believes that
the value of its 40% was approximately 1.2 million at the time of
its initial investment into EyeTalk 365. As part of the
transaction, the Company will retain its 40% licensing fee,
however, if EyeTalk sells substantially all of its assets or
equity, the Company will not receive 40% of the proceeds from the
sale. Management believes this was in the best interest of our
company, its shareholders, and all other parties in purchasing an
asset that pays dividends; therefore, helping to assure possible
revenues in the future, although there could be no guarantees or
assurance of such that this will be successful.

Debt for Equity Exchange and New Equity Raise

The Company exchanged substantially all or most of its senior
secured convertible and senior indebtedness (including previously
issued preferred shares) for shares of its newly created Series A
Preferred Convertible Stock (Series A), Series A-1 Preferred
Convertible Stock (Series A-1) and Series A-2 Preferred
Convertible Stock (Series A-2, and together with Series A-1, the
Series A) to a Securities Purchase Agreement dated as of May 31,
2016 (the Series A Purchase Agreement).

The Series A is convertible at the holders election into
1,343,750,000 shares of common stock, therefore converting into
common stock at a conversion price per share of $0.00016. The
common stock underlying the Series A is issuable at a fixed
conversion rate.

The Series A-1 is convertible at the holders election into
23,166,000 shares of common stock, therefore converting into
common stock at a conversion price per share of $0.777. The
common stock underlying the Series A-1 is issuable at a fixed
conversion rate.

The Series A-2 is convertible at the holders election into
1,646,073 shares of common stock, therefore converting into
common stock at a conversion price per share of $0.777. The
common stock underlying the Series A is issuable at a fixed
conversion rate. The common stock underlying the Series A-2 is
issuable at a fixed conversion rate. The notes and related
interest exchanged for equity are as follows (next page):

REVOPage 2

Each share of the Preferred (which includes all classes of
preferred stock) has a stated value of $1,000 per share (the
Stated Value), provides for a dividend of 10%, and a liquidation
and change of control preference equal to the Stated Value plus
accrued and unpaid dividends. Each share of Series A-2 and Series
B will automatically convert into shares of common stock at the
conversion rates and prices then in effect any time after which
the common stock is listed on an exchange and the volume weighted
average price for each of any 20 trading days during any 30
consecutive trading day period exceeds $4.50 per share (as
adjusted for stock splits and similar transactions). In the event
that the Series A-2 and Series B is automatically converted, the
holders of the Preferred will be entitled to a

REVOPage 3

payment equal to the then net present value of future dividend
payments such holders would have received up until the third
anniversary of the issuance of such securities.

The Preferred is senior to all other classes of equity of the
Company in the event of the liquidation or change of control of
the Company and, commencing March 10, 2015, is entitled to
quarterly dividends that will be paid after the second quarter of
the second year, at a rate of 10.5% per annum, payable in cash,
common stock, preferred stock or any combination of the
foregoing. The Preferred also contain provisions providing
weighted average anti-dilution protection.

Each share of Preferred will entitle the holder to vote with the
holders of common stock as a single class on all matters
submitted to the vote of the common stock (on an as-converted
basis); provided, that for purposes of voting only, each share of
Series A and Series A-1 held by Holders of Preferred shares,
affiliates or (the Group) shall be entitled to 200 times the
number of votes per share of common stock; and Series A-2 and
Series B shall be entitled to 7 times the number of votes per
share of common stock to which it would otherwise be entitled.
Based on the current stock price at the time of purchase of new
class of preferred the holders would have the right to convert at
.0002 or into 6,402,901,850.00 common shares, which would have
exceeded the 200 to 1 voting rights. The parties agreed to 200 to
1 voting rights for the A and A-1s and 7 to 1 voting rights for
the A-2s and Bs.

As long as 25% or more of the Preferred issued on or prior to May
31, 2016 is outstanding, the Company will not be permitted
(subject to limited exceptions) without the consent of the
Preferred, to incur indebtedness, grant liens, repurchase more
than 5% of the common stock outstanding, enter into any
transaction with an affiliate of the Company which is not at arms
length, enter into transactions with affiliates of officers or
directors that provide for the payment of services in securities
of the Company, amend its certificate of incorporation, by-laws,
or a certificate of designations of the Preferred in a manner
that adversely affects the interests of the Preferred, issue new
series of preferred stock, pay dividends on equity junior to the
Preferred, adopt an executive equity incentive plan which
provides for the issuance of not greater than 5% of the fully
diluted equity of the Company, enter into any transaction for the
sale or pledge of a material asset of the Company, approve or
consent to the initiation of a bankruptcy proceeding or issue any
securities of the Company in exchange for services to a
consultant. A majority of the Preferred is generally required to
provide consent; provided, that the Group must be part of that
majority so long as the Group holds 25% or more of the Preferred.
Secured creditors, preferred shareholders would have been
entitled irrevocably under various contracts or promissory notes
to convert at a discount to the market price.

In addition, as long as at least 25% of the Preferred issued on
or prior to May 31, 2016, is still outstanding, and as long as
the Group or Mr. Ali still holds at least 25% of the Preferred,
the Company shall not, without the affirmative vote of the Group
or Mr. Ali enter into any transaction for the acquisition of any
business, property or asset to which the Company will incur
indebtedness to finance such acquisition in principal amount in
excess of $500,000, pay any dividends to holders of Preferred in
cash in an amount to exceed $500,000, except for what has been
agreed upon at time of closing for the newly created Series A and
Series A-1 Preferred Stock through the Securities Purchase
Agreement, engage in a private placement or public offering of
any common stock or common stock equivalents of the Company,
enter into a Change of Control Transaction (as defined in each
certificate of designation) or enter into any transaction that
would constitute a Fundamental Transaction (as defined in each
certificate of designation), or may weaken or lessen their
standing in any way.

In addition, as long as the Group or Mr. Ali holds 25% or more of
the Preferred,

(i)Mr. Ali
will be a member of the Companys board of directors nominees and

(ii)the Group
shall have the right, upon written request to the Company, to
nominate a member of the Companys board of directors (Board
Nominee) and the Company shall take or cause to be taken all
actions so that Mr. Ali and the Board Nominee are each nominated
and recommended for re-election to the board. The Board Nominee
shall meet the requirements for an independent director under the
listing rules of the principal exchange or market on which the
common stock of the Company is then listed, satisfy the
requirements set forth in the Companys Corporate Governance
Guidelines and Nominating and Governance Committee Charter as
reasonably determined by the Nominating and Governance Committee
of the board, and not be prohibited from serving as a director of
the Company under Section 8 of the Clayton Antitrust Act or any
other applicable law. Alternatively, the Group can designate as
the Board Nominee a member of the board of directors existing on
the date hereof.

Holders of the Preferred will have registration rights that
provide for such registration with respect to the shares of
common stock underlying the Preferred. The Company will be
obligated to file a registration statement or registration
statements with respect to common stock underlying the Preferred
within 45 days of filing its annual report on Form 10-K for the
year ended December 31, 2017, and cause such registration
statement(s) to be declared effective within one year from the
date of issuance of the Preferred. The foregoing description of
the Preferred and the specific terms of the Preferred, the Series
A Purchase Agreement, the Series B Purchase Agreement and the
registration rights is qualified in its entirety by reference to
the provisions of the Series A Purchase Agreement, the Series B
Purchase Agreement, the Series A-1 Certificate of Designations,
the Series A-2 Certificate of Designations, the Series B
Certificate of Designations, the Registration Rights Agreement
pertaining to the Series A and the Registration Rights Agreement
pertaining to the Series B attached to this report as Exhibits.

REVOPage 4

In 2015 Revolutionary Concepts Inc. received a Notice of
Suspension from the Securities and Exchange Commission. The
suspension was for 10 days. The Securities and Exchange
Commission notified the company of an official investigation. The
company has been responsive hiring an attorney and cooperating in
the investigation, which is ongoing.

The company has identified a new accountant and auditing firm to
assist in restating the companys financials going back to 2013.
The accountant was retained in 2015 and has begun reviewing the
companys books. The auditor has not been engaged however the
auditor is positioned for engagement and has collaborated with
the accountant on a strategy of restating the companys financial
from 2013 to current. There can be no assurances that restating
the financials from 2013 to current will resolve any SEC issues
or allow the company to file a new 15C211 form with a Market
Maker.

The Companys exclusive licensee, EyeTalk365, has successfully
negotiated 6 license agreements, whereby we are entitled to the
licensing fee of 40%. Included Licensees are: (1) Alarm Force (2)
CPI Securities System Inc. (3) LiveWatch Security LLC (4) The
Chamberlain Group (5) HeathCo LLC and (6) Bot Home Automation
Inc. (Ring). Revenue from these agreements is based on either
paid up licenses or royalties and fees. For revenues based on
future sales there can be no assurances or guarantees that any
units will be sold. There could be distribution issues, inventory
changes, or other scenarios that could possible affect the
various timelines. On June 13, 2016 Revolutionary Concepts was
notified by its joint venture partner (IQ Magine) of an
additional patent filed related to car seat technology.

Item 1.02 Termination of a Material Definitive
Agreement.

The information disclosed in Item 1.01 of this Form 8-K relating
to the former senior secured debt obligations of the Company is
incorporated into this Item 1.02.

Item 3.02 Unregistered Sales of Equity
Securities.

The information disclosed in Item 1.01 of this Form 8-K relating
to the Preferred is incorporated into this Item 3.02. The
issuances were made in a private transaction in reliance upon
exemptions from registration to Section 4(a)(2) of the Securities
Act of 1933, as amended.

Item 3.03 Material Modification to Rights of Security
Holders.

The information disclosed in Item 1.01 of this Form 8-K relating
to the Preferred is incorporated into this Item 3.03

Item 5.01 Change(s ) in Control of Registrant.

The information disclosed in Item 1.01 of this Form 8-K relating
to the Series A, Series A-1, and Series A-2 is incorporated into
this Item 5.01. The total amount of consideration exchanged by
the Group for the Series A, Series A-1, and Series A-2 was the
approximately $19,495,581.64 million of outstanding convertible
indebtedness and the obligations related thereto, previously held
by The Group and/or Mr. Ali.

REVOPage 5

After giving effect to the transactions described, Mr. Ali and/or
members of the Group beneficially own approximately 60% of the
voting securities of the Company, directly or indirectly. Prior
to the transactions described above there was no controlling
shareholder or group of the Company.

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

The information disclosed in Item 1.01 of this Form 8-K relating
to the Preferred is incorporated into this Item 5.03.

Item 7.01 Regulation FD Disclosure.

The information disclosed in Item 1.01 of this Form 8-K is
incorporated into this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

About Revolutionary Concepts Inc., (OTCMKTS:REVO)

Revolutionary Concepts, Inc. is a development-stage company. The Company is engaged in the development of entry management systems and hopes to continue to develop smart camera technologies that interface with smart devices enabling remote monitoring. The Company is focused on the development-stage to support technologies for the EyeTalk system that have emerged. The Company specializes in Mediation Music, Missionary Mall, Revolutionary, Colonial Wars and an array of other services. The Company offers its services to individuals, organizations and businesses. The Company’s efforts to have been devoted to securing the intellectual framework around technologies and applications related to remote video monitoring, video analytics and software-enabled camera. The Company’s subsidiary is Greenwood Finance Group, LLC.

Revolutionary Concepts Inc., (OTCMKTS:REVO) Recent Trading Information

Revolutionary Concepts Inc., (OTCMKTS:REVO) closed its last trading session 00.00000 at 0.00100 with 268,175 shares trading hands.