Revolutions Medical CORP - FORM 10-K/A

Attached files

file	filename
EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. 1350), AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002* - Revolutions Medical CORP	rmcp_ex321.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Revolutions Medical CORP	rmcp_ex312.htm
EX-32.2 - CERTIFICATION PURSUANT TO 18 U.S.C. 1350), AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002* - Revolutions Medical CORP	rmcp_ex322.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Revolutions Medical CORP	rmcp_ex311.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

	REVOLUTIONS MEDICAL CORPORATON
	(Name of Registrant in its Charter)

(formerly known as Maxxon, Inc.)

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

670 MARINA DRIVE, 3RD FLOOR

CHARLESTON, SC 29492

(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 registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ No o

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes oNo þ

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. $18,197,406 as of March 17, 2009.

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 17, 2009, we had 29,831,813 shares of common stock, $0.001 par value, outstanding and 1,000,000 shares of Series 2007 preferred stock, $0.001 par value outstanding.

EXPLANATORY NOTE:

The Company is filing this amended Form 10-K for the year ended December 31, 2008 for the following corrections:

1.	Add discussion of our results of operations for the year ended December 31, 2008 compared to the year ended December 31, 2007

2.	Correct Item 8a, Controls and procedures to correct the date and to explain our plans to remediate material weaknesses.

3.	Correct language related to Note 3 to the financial statements , Mutual Release and Settlement Agreement With Former CEO

4.	To expand verbiage in Note 1, Long-Lived Assets related to the goodwill on the financial statements.

5.	To correct the Section 302 (Exhibits 31.1 and 31.2) and provided updated signed certifications of Section 906 certifications (Exhibit 99.1 and 99.2)

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 results of the lab testing was used as part of the Company's 510K submission to the FDA.

On February 22, 2009, the Company announced that it had received notification from the FDA that the 510K application for the Rev Vac Safety Syringe has been approved. See “RISK FACTORS.”

On March 26, 2007, the Company completed the majority acquisition of the sole assets of Clear Image Acquisition Corporation (“Acquisition Corp”) pursuant to the Plan and Agreement of Reorganization of January 26, 2007. During the fourth quarter of 2008, the Company completed a short form merger with the remaining shareholders and now owns 100% of Acquisition Corp's proprietary technological assets. See Note 9 “Acquisition of Clear Image Acquisition Corp” to the consolidated financial statements.

Clear Image, Inc. was organized as an Oklahoma corporation under the name “Image Analysis, Inc.” on October 6, 1998. On May 15, 2003 it changed its name to Clear Image, Inc.

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. There is no assurance that the Company will be successful in raising the working capital necessary to complete the technology, that the technology will be commercially viable, approved by the FDA, or that the Color MRI technology will be accepted in the marketplace. However, the color and 3-D automatic segmentation of gray-scale MRI images do not need FDA approval for educational and research purposes. The Company will start promoting this product for educational and research purposes soon. See “RISK FACTORS”.

Since its formation, Clear Image's principal business has been to develop and commercialize color MRI technology - “MRI” referring to “Magnetic Resonance Imaging” equipment. Magnetic Resonance Imaging is a widely used imaging system that safely creates many different and detailed views of selected portions of the internal anatomy. A MRI scanner is a large tunnel- shaped machine that will accommodate an adult lying down. Within the MRI scanner is a large magnet which directs harmless radio signals around sections of the body. When these signals pass through the body, they resonate; that is, release a signal. The released signals are picked up by a receiver inside the MRI scanner and then sent to a computer. The computer analyzes the signals and converts them to a visual image that is displayed on a viewing monitor and then printed on special film. The images produced by the scanner are gray-scale images similar to an x-ray. These gray-scale images can be difficult and time consuming to “read”. A radiologist “reads” these images on film by comparing the different scans of each tissue slice, sometimes evaluating one hundred to three hundred individual gray images to obtain a diagnosis. The successful diagnosis of a condition, using MRI, depends not only on the ability of the radiologist to detect the subtle differences in shades of gray, but also the radiologist's ability to compare visually the vast number of images.

Clear Image is engaged in the development of technology which can segmentate and reference MRI images. By “segmenting” an image, the Company's technology will let the user select a part of the image (bone, fluid, tissue) and render that selection in 3 dimensions. Essentially, different components of an image are given different colors and the user can choose the color or colors to be studied, thus eliminating those portions colored with the colors being discarded. By “referencing” the image to a data base, the user can obtain similar, identified images to aid the user in interpretation of the image being studied. Although the current stage of the Company's technology uses color MRI technology, the Company believes that it is sufficiently separate from the technology licensed to it by USFRF to permit it to proceed regardless of the status of the license from USFRF (see “RISK FACTORS” RISKS RELATED TO CLEARIMAGE AND THE COLOR MRI TECHNOLOGY.). In addition, Clear Image owns four (4)separate patent applications, filed in June of 2007 which were assigned over by Clear Image's consultant, Richard Theriault. Clear Image, Inc.'s President is Thomas O'Brien, who is also a director of the Company. Mr. O'Brien, age 60, has more than twenty years of general management experience in the medical device field. He has special expertise in domestic and international sales, marketing and distribution of high technology medical systems and services, having held executive positions with companies such as Pfizer, Toshiba and Johnson &Johnson-owned Technicare Corporation. Mr. O'Brien also serves as a director of Clear Image. Rondald Wheet, President and a director of the Company, age 43, is Vice-President and Secretary of Clear Image and serves as a director.

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 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.

However, on February 22, 2009, the Company announced that it had received notification from the FDA that the 510K application for the Rev Vac Safety Syringe has been approved. Furthermore, FDA approval is not needed for educational and research use of our Rev Color and Rev 3D MRI software products. The Company plans on marketing these products for such use very soon. In December 2008, the Company filed for patent protection in Europe on its Rev Color and Rev 3D software.

It could be months 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.”

On May 1, 2008, the Financial Industry Regulatory Authority (FINRA) approved the Company's common stock to begin trading on the Over the Counter Bulletin Board.

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, but expect to have one or more products for sale by the end of 2009. 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 Planned Products

On February 22, 2009, the Company announced that it had received notification from the FDA that the 510K application for the Rev Vac Safety Syringe has been approved.

This syringe uses vacuum technology to suck the needle into the plunger after use. The syringe cannot be reused once the vacuum is activated. Rev Med believes its safety syringe has many advantages over its competition including price, ease of use, and safety. It should help reduce accidental needle stick injuries and also aid in reducing the spread of contagious diseases. You may view a video of the syringe in use on are website at www.revolutionsmedical.com. The Company also believes that with the help of government regulation initiatives, individual state laws, and the importance of world health concerns, the safety syringe market will continue to have substantial growth into the foreseeable future.

When an MRI is taken, the images are sent to a pictural archival computer system (“PACS”), which displays the images for a radiologist to view. RevMed has hired and announced Strategic Product Development (“SPD”) to be its project design consultant for the purpose of implementing the color MRI software (including 3-D and automatic segmentation) on a PACS delivery platform and has given approval for SPD to enter into a binding letter of intent with Cambridge Medical Information Corporation (“CMIC”) to use their PACS delivery platform, known as zPACS, which is an advanced fully functional PACS system currently in operation at several major international hospitals. The estimated cost of this project is $400,000, which RevMed is working to raise. A video of the MRI software can be found on the Company's website.

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. 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 cannot 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

In June 2007, we filed four utility patents focused on its MRI imaging software technology. These patents were based on the provisional patents filed last June and acquired in the Clear Image Acquisition transaction earlier this year. It is believed that these patents will provide the basis for a family of MRI imaging and search product offerings and also firms up its established intellectual property. See “RISK FACTORS”.

Also in September 2005 we filed a patent under the Joint Venture with Globe Med Tech, and the Company owns 50% of this pending patent. The Company filed a lawsuit to rescind, terminate and seek monetary damages for the non-fulfillment and breach of the joint venture agreement and other related agreements, in addition to an accounting of expenditures of funds under the terms and provisions of the agreements. (see Item 3 - Legal Proceedings and “RISK FACTORS”). This patent was published January 13, 2009.

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 plan to devote development resources towards this product in 2009. The Company has not filed any applications for foreign patent protection. See “RISK FACTORS.” The time limit for applying for a foreign patent on this device has expired.

PATENT APPLICATIONS FOR COLOR AND 3D MRI SOFTWARE TECHNOLOGY. In June 2007, 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 31, 2008, the Company and Mr. Wheet, our CEO, entered into a three year employment agreement. The agreement provides for an annual salary of $225,000. As of December 31, 2008, the Company owed Mr. Wheet $154,474 pursuant to his prior employment agreement. 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 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, car allowance, 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.

Mr. Wheet may elect, by written notice to the Company, to terminate his employment with continued pay through the employment agreement term if (i) the Company sells all of its assets, (ii) the Company merges with another business entity with a change in control,(iii) more than 50% of the outstanding stock is acquired by a third party, (iv) the Company requires Mr. Wheet to relocate or assigns duties not commensurate with his position as CEO, (v) Mr. Wheet is removed from the Board of Directors and (vi) the Company defaults in making payments required to Mr. Wheet under this agreement. For two years following his resignation or termination , 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, 2008, the Company has accrued $984,128 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, 2006, 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 $203,920 (amount outstanding at December 31, 2007) 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, 2007. As of December 31, 2007, the Company had accrued interest payable of $91,176, but at December 31, 2008 that accrued interest had been reduced to $41,469 due to partial repayment as discussed below. 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. During the quarter ended September 30, 2007, the Company issued 345,662 shares of common stock upon the exercise of a warrant. The exercise price of $6,913 was paid by reducing the principal balance of the promissory note payable by the Company.

On April 8, 2008, the Company entered into a Memorandum of Understanding with its former CEO to settle this outstanding obligation through the issuance of its common stock on a quarterly basis commencing May 8, 2008 for one year. The value of the issuance of the common stock will be determined by the market value of the ten day average price following May 8, 2008, through May 18, 2008. During 2008, the Company issued 271,491 shares at a value of $133,030 to partially repay this debt.

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 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.

There is no assurance that 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 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.

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 $246,040 and $0 in 2008 and 2007, 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 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, 2008, “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.

As of December 31, 2008, 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.

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'srisks 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.

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.

IF WE DO NOT OBTAIN FDA APPROVAL FOR OUR FUTURE PLANNED PRODUCTS THEN OUR FUTURE PROSPECTS WILL BE HARMED.

Our future planned products will require FDA approval before they can be sold in the United States. There are some planned products for which we have not yet applied for or received FDA approval. However we have received FDA approval on our Rec Vac Safety Syringe. Our Rev Color and 3D MRI software technology does not require FDA approval for educational and research purposes. We will begin to market these two products for only educational and research purposes very soon. There is no assurance that our other 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, manufacture or promote competing products.

IF WE ARE UNABLE TO PROTECT OUR FUTURE 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. However, we do have U.S. patent protection for the Rec Vac Safety Syringe. We do not have foreign patent protection for some of our planned products. However, in December 2008, we commenced our application for foreign patent protection for our Rev Color and 3D MRI software technology. There is no assurance that we will have the financial resources to apply for other 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 future 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 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 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.

WE ARE VULNERABLE TO SUPERIOR COMPETING PRODUCTS OR NEW TECHNOLOGIES THAT COULD MAKE OUR RETRACTABLE SAFETY NEEDLE DEVICES OBSOLETE

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 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 17, 2009, we had a total of 10,360,000 options outstanding, 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 all were exercisable). 10,250,000 of the options were granted during 2008 and 2007 at a weighted average price of $0.10 per share and are considered to be “in the money” at March 17, 2009. (the exercise price is less than the market price of our common stock). The remaining 110,000 options outstanding are presently “out of the money”. We may decide, however, to modify the terms and/or exercise price of these “out of the money” options. To the extent that the outstanding options to purchase our common stock are exercised, your ownership interest may be diluted. If the options are exercised and sold into the market, they could cause the market price of our common stock to decline. $10,250,000 of the options outstanding as of March 17, 2009 were granted to officers or directors.

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 2008, the Company issued 1,419,704 shares for services. 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 17, 2009, we had 250,000,000 shares authorized and 29,831,813 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, OUR BUSINESS MAY TAKE LONGER TO DEVELOP, WHICH COULD ADVERSELY AFFECT OUR FUTURE PROSPECTS.

We have had limited experience in the medical device industry. 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 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, 2008, we had accumulated a deficit of $(20,537,717). 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.

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 (OTCBB:RMCP), has been, and may continue to be, highly volatile. Our stock began trading over the counter bulletin board on May 1, 20089. 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 cannot 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 2007 Preferred shares, which gives him the right to vote 125 shares to one 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.

ITEM 2. DESCRIPTION OF PROPERTY

None

ITEM 3. LEGAL PROCEEDINGS.

On November 3, 2005, the Company 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. In connection with the agreement, the Company issued restricted shares of its common stock, valued at $625,066, to Globe. Subsequent to December 31, 2006, the Company ended the joint venture and cancelled the shares common stock and options that were issued to Globe pursuant to the agreement. 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 the 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. On May 11, 2007, a partial default judgment against Globe was granted by the District Court of Harris County, Texas. The partial default judgment as to liability only was granted with respect to the Company's causes of action against Globe for breach of contract, conversion and common law fraud with respect to the Company's Original Petition and Application for Temporary and Permanent Injunctions against Globe on January 30, 2007. On August 13, 2007, the Company was granted a final default judgment for permanent injunctive relief and for damages in the amount of $14,029,000 against Globe. Globe has appealed the judgment. On November 23, 2007, the Court signed an order granting Globe's Motion for New Trial and setting aside the Final Default Judgment entered in favor of the Company on August 13, 2007.

On October 29, 2008, the Company filed a lawsuit in the district court of Harris County Texas for fraud and contempt of court for Globe Med Tech and the CFO individually. A hearing is currently set for May 1, 2009.

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

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:

Quarter ended	High		Low
December 31, 2008	$	0.480	$	0.140
September 30, 2008	$	0.570	$	0.260
June 30, 2008	$	0.590	$	0.120
March 31, 2008	$	0.205	$	0.069
December 31, 2007	$	0.300	$	0.060
September 30, 2007	$	0.650	$	0.260
June 30, 2007	$	1.000	$	0.410

Quotations on the OTC bulletin board 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 17, 2009, we estimate that there were approximately 640 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.

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

Results of operations

For the year ended December 31, 2008 compared to December 31, 2007

During the years ended December 31, 2008 and 2007, the Company had no revenues and continued to focus on obtaining government approval for its medical devices. Related to this process, in 2008 the Company incurred approximately $831,000 in general and administrative expenses compared to $847,000 in 2007. These expenses primarily relate to legal fees associated with obtaining FDA approval and expenses associated with refining our current products to a production level quality. We utilize third parties for this process. We also incurred approximately $246,000 and $166,000 in 2008 and 2007 respectively in research and development costs to continue to research enhancements to our products. During 2007, the Company acquired research and development activities of Clear Image, Inc and expensed $3,309,515 related to the research and development activities that were determined to not have viable alternate uses.

In order to fund the governmental approval process, we issue stock options and/or common stock when it is acceptable to the third party for services rendered in assisting us in the approval process. Compensation cost related to the issuance of stock options to outside parties for services rendered in 2008 and 2007 were approximately $259,000 and $155,000 respectively. We also sell stock as needed for cash to be used in our operations. In 2008 and 2007, respectively, we receive proceeds from exercise of stock options or sale of stock of approximately $698,000 and $475,000. As of December 31, 2008, 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. 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 26,883,195 shares were issued and outstanding as of March 17, 2009. 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 development and beta testing of the Color MRI software.

(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

The Company's disclosure controls and procedures are designed to ensure (i) that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms; and (ii) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f). A system of internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of management, including the principal executive officer and the principal financial officer, the Company's management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2008, based on the criteria established in a report entitled “Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” and the interpretive guidance issued by the Commission in Release No. 34-55929. Based on this evaluation, the Company's management has evaluated and concluded that the Company's internal control over financial reporting was ineffective as of December 31, 2008 and identified the following material weaknesses:

o There is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the US (“GAAP”) and the financial reporting requirements of the Securities and Exchange Commission.

o There are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.

o There is a lack of segregation of duties, in that we only had one person performing all accounting-related duties.

Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the consolidated financial statements included in its reports fairly present in all material respects the Company's financial condition, results of operations and cash flows for the periods presented.

The Company will continue its assessment on a quarterly basis and as soon as we start operations we plan to hire personnel and resources to address these material weaknesses. We believe these issues can be solved with hiring in-house accounting support and plan to do so as soon as we have funds available for this. There has been no change in its internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. The Company's registered public accounting firm was not required to issue an attestation on its internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission.

The Company will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.

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 43, is Chairman, CEO and a Director of RMCP and has served in such capacity since March 16, 2005.

Thomas M. Beahm, MD, FACS, age 58, 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, 2007.

Thomas O'Brien, age 61, 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 the Company since October, 2007.

(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.

None.

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

None.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

									Long Term Compensation
	Annual Compensation								Awards				Payouts
Name and Principal Position	Year	Salary			Bonus		OtherAnnual Compensation		Restricted Stock Awards	Securities Underlying Options /SARs			LTIP Payouts		All Other Compensation

Ron Wheet,CEO	2007	$	150,000	(1)	$	-0-	$	-0-		$	142,000	(2)	$	-0-	$	-0-

Ron Wheet,CEO	2008	$	206,250	(3)	$	-0-	$	-0-		$	-		$	-0-	$	-0-

(1) Represents Mr. Wheet's accrued salary for 2007, pursuant to his employment agreement. As of December 31, 2007, $211,024 of Mr. Wheet's accrued salary from 2007 and prior remained unpaid. $64,000 remained upaid related to 2007 and $147,024 remained unpaid related to 2006.

(2) Represents the fair market value as of March 15, 2007 of the 8,000,000 stock options issued to Mr. Wheet during 2007.

(3) Represents Mr. Wheet's accrued salary for 2008, pursuant to his employment agreement. As of December 31, 2008, approximately $154,000 of Mr. Wheet's accrued salary from 2007 and prior remained unpaid. $64,000 remained upaid related to 2007 and $90,474 remained unpaid related to 2006.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

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

Ron Wheet, CEO	N/A	N/A	7,000,000(1)	.08 exercise price

(1) Mr. Wheet exercised 1,000,000 of these options in January 2009.

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 17, 2009 and ownership consists of sole voting and investment power.

Name and Address	Beneficial Relationship to Company	Outstanding Common Stock	Percentage of Ownership Common Stock

Rondald L. Wheet 2073 Shell Ring Circle Mt. Pleasant, SC 29466	CEO and Director	3,312,000	11.10%*

Dr. Thomas Beahm	Director	2,298,349	7.70%

Thomas O'Brien	Director	1,784,349	5.98%

Officer and Directors As a Group (3 persons) 7,394,698 24.79%

* Does not include the 1,000,000 shares of Series 2007 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 2007 Preferred Stock, which were then issued 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.

Common Stock Options and Warrants Outstanding

As of March 17, 2009, we had a total of 10,360,000 options outstanding, 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 all were exercisable). $10,250,000 of the options were granted during 2007 and 2008 at a weighted average price of $0.10 per share and are considered to be “in the money” at March 17, 2009. (the exercise price is less than the market price of our common stock). The remaining 110,000 options outstanding are presently “out of the money”. We may decide, however, to modify the terms and/or exercise price of these “out of the money” options. To the extent that the outstanding options to purchase our common stock are exercised, your ownership interest may be diluted. If the options are exercised and sold into the market, they could cause the market price of our common stock to decline. $10,250,000 the options outstanding as of March 17, 2009 were 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 2007 Preferred Stock to Mr. Wheet was filed with the SEC on November 1, 2006.

In 2007, 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.

In 2007, each director was granted 2,000,000 options (a total of 6,000,000) to purchase common stock at $0.08 per share and we executed a new employment agreement with Mr. Wheet which included granting 5,000,000 options at $.08, both granted pursuant to Stock Option Plan, previously registered on Form S-8.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits:

See “Index to and Description of Exhibits”

Reports on Form 8-K

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, 2008 and 2007 were $13,629 and $9,212 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, 2008 and 2007 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, 2008 and 2007 were $0 and $830, 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.

PART F/S

INDEX TO FINANCIAL STATEMENTS

AUDITED FINANCIAL STATEMENTS

Independent Registered Public Accounting Firm	23

Balance Sheets At December 31, 2008 and 2007	24

Statements Of Operations From Inception (August 16, 1996) Through December 31, 2008 And For The Years Ended December 31, 2008 and 2007	25

Statements Of Cash Flows From Inception (August 16, 1996) Through December 31, 2008 And For The Years Ended December 31, 2008 and 2007	26

Statements Of Shareholders' Equity From Inception (August 16, 1996) Through December 31, 2008	27

Notes to Financial Statements	32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of

Revolutions Medical Corporation (formerly Maxxon, Inc.) Tulsa, Oklahoma

We have audited the accompanying consolidated balance sheets of Revolutions Medical Corporation (formerly Maxxon, Inc.) (a development stage company) for the years ended December 31, 2008 and 2007, and the related statements of operations, shareholders' equity, and cash flows for the years ended December 31, 2008 end 2007 and for the period from December 16, 1996 (inception) to December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 Revolutions Medical Corporation as of December 31, 2008, and the results of its operations and its cash flows for the years ended December 31, 2008 and 2007 and for the period from December 16, 1996 (inception) to December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. 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

	March 30, 2009
	Tulsa, Oklahoma

REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)

(A Development Stage Company)

BALANCE SHEET

December 31, 2008 and 2007

	December 31, 2008			December 31, 2007
ASSETS
CURRENT ASSETS
Cash	$	4,796		$	2,398
Goodwill		23,276			23,276

TOTAL ASSETS	$	28,072		$	25,674

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	466,683		$	284,286
Accrued Salaries		1,158,103			1,214,563
Notes Payable and Accrued Interest		143,429			295,097

Total current liabilities		1,768,215			1,794,036

Total liabilities		1,768,215			1,794,036

Minority Interest		--			(122,750	)

SHAREHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value,
5,000,000 shares authorized; 1,000,000 shares
issued and outstanding		1,000			1,000
Common stock, $0.001 par value,
250,000,000 shares authorized; 26,883,195 and
18,127,422 shares issued and outstanding at
December 31, 2008 and 2007, respectively		26,883			18,127

Paid in capital		18,769,691			17,537,824
Deficit accumulated during the development stage		(20,537,717	)		(19,202,563	)

Total shareholders' deficiency		(1,740,143	)		(1,645,612	)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY	$	28,072		$	25,674

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

REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)

(A Development Stage Company)

STATEMENTS OF OPERATIONS

From Inception (August 16, 1996) Through December 31, 2008 and

For The Years Ended December 31, 2008 and 2007

	FROM INCEPTION (AUGUST 16, 1996) THROUGH DECEMBER 31, 2008			YEAR ENDED DECEMBER 31, 2008			YEAR ENDED DECEMBER 31, 2007

Investment Income	$	170,753		$	--		$	--
Other Income		3,857			--			--
		174,610			--			--
EXPENSES
Research and development		2,283,056			246,040			166,030
Purchased R&D- Clear Image
Transaction (See Note 3)		3,309,515			--			3,309,515
General and administrative		14,567,764			831,528			847,166

Total operating expenses		20,160,335			1,077,568			4,322,711

Operating loss		(19,985,725	)		(1,077,568	)		(4,322,711	)

Interest income		17,276			--			--

Interest expense		122,297			--			37,663

Gain on disposal of assets		794			--			--

Gain on extinguishment of debt		10,398			10,398			--

Depreciation and amortization		75,536			--			--

Compensation cost for options		566,049			342,801			223,248

Net loss before minority interest		(20,721,139	)		(1,409,971	)		(4,583,622	)

Minority Interest in Subsidiary Loss		(183,422	)		(74,817	)		(108,605	)

Net loss from operations	$	(20,537,717	)	$	(1,335,154	)	$	(4,475,017	)

Weighted average shares outstanding		37,187,111			14,541,824			17,597,226

Net loss per share (Note 1)	$	(0.55	)	$	(0.09	)	$	(0.25	)

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

REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

From Inception (August 16, 1996) Through December 31, 2008 and

For The Years Ended December 31, 2008 and 2007

	FROM INCEPTION (AUGUST 16,1996) THROUGH DECEMBER 31, 2008			YEARS ENDED
	FROM INCEPTION (AUGUST 16,1996) THROUGH DECEMBER 31, 2008			DECEMBER 31, 2008			DECEMBER 31, 2007
OPERATING ACTIVITIES
Net loss	$	(20,537,717	)	$	(1,335,154	)	$	(4,475,017	)
Plus non-cash charges to earnings:
Stock compensation expense		566,049			342,801			223,248
Depreciation and amortization		75,525			-			-
Purchase R&D - Clear Image		3,309,514			--			3,309,514
Common stock issued for services		3,617,328			259,920			-
Preferred stock issued for services		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			-			-
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			-			-
Gain on extinguishment of debt		(10,398	)		(10,398	)		-
Write-off of Notes Receivable		14,636			-			-
Write-off of Notes Payable		(8,239	)		(8,239	)		-
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 goodwill		(23,276	)		-			(23,276	)
(Increase) decrease in other receivables		(176,577	)		-			-
Increase (decrease) in accrued salaries and consulting		933,051			(56,550	)		273,501
Increase (decrease) in accrued interest		91,177			-			37,664
Increase (decrease) in accounts payable and accrued liabilities		1,558,230			182,395			300,259

Total operating activities		(5,743,697	)		(625,225	)		(354,107	)

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	)		-			-
Repayments of Promissory Notes		190,754			-			-
Common stock subscribed		34,000			-			-
Sale of preferred stock for cash:		(1,000	)		-			-
Sale of common stock for cash:
To third-party investors (prior to merger)		574,477			-			-
To third-party investors		4,005,867			304,823			474,999
From exercise of stock options		1,322,417			397,617			-
Less: Issue Costs		(102,318	)		-			-
Convertible debentures issued for cash		355,000			-			-
Payment of exclusive license note payable		(100,000	)		-			-

Total financing activities		6,285,099			702,440			474,999
Minority interest		(197,567	)		(74,817	)		(122,750	)
Change in cash		4,796			2,398			(1,858	)
Cash at beginning of period		-			2,398			4,256
Cash at end of period	$	4,796		$	4,796		$	2,398

Supplemental disclosure of cash flow information:
Cash paid for interest and taxes during the period		57,571			-			28,487

Non-cash financing and investing activities:
Investment in Globe Joint Venture		(637,566	)		-			-
Common stock issued to founders		7,000			-			-
Common stock issued in connection with merger
with Cerro Mining Corporation		300			-			-
20 to 1 reverse stock split		138,188			-			138,188
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		152,553			133,032			6,914
Common stock issued for convertible debentures		190,660			-			-
Common stock issued for services		706,663			-			235,000
Common stock issued to pay Ives debt		27,000			-			-
Common stock issued to Clear Image shareholders under short form merger		12,208			12,208			-

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

REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY

From Inception (August 16, 1996) Through December 31, 2008

	Preferred Shares		Stock Amount		Common Shares			Stock Amount			Paid-In Capital			Deficit Accumulated during the Development Stage			Subscription Receivable			Total
Balance at Inception
(August 16, 1996)		-		-		-			-			-			-			-			-
Cerro Mining/Maxxon-
OK Merger:
Cerro Mining		-		-		531,000			531			(231	)		-			-			300
Maxxon-OK:
Shares issued to founders		-		-		7,000,000			7,000			-			-			-			7,000
Shares sold
for cash to third-party investors		-		-		578,000			578			573,899			-			-			574,477
Ives Transactions:
Investment in Ives
Health Company		-		-		311,240			311			310,951			-			-			311,261
Investment in The
Health Club		-		-		35,000			35			34,965			-			-			35,000
Conversion of
Ives Debt		-		-		18,513			19			26,981			-			-			27,000
Issuance of Common
Stock for:
Cash from third-party investors		-		-		218,569			219			353,501			-			-			353,720
Cash from related party
Promissory Notes		-		-		64,500			65			128,935			-			-			129,000
Subscriptions Receivable		-		-		52,757			53			69,747			-			-			(69,800	)
Services Rendered		-		-		90,499			90			173,337			-			-			173,427
Debentures Converted		-		-		102,673			103			74,897			-			-			75,000
Net Income (Loss) at
December 31, 1997		-		-		-			-			-			(795,376	)		-			(795,376	)

Balance at December 31, 1997		-		-		9,002,751			9,003			1,746,982			(795,376	)		(69,800	)		890,808
Issuance of Common
Stock for:
Conversion of Ives
Debt		-		-		44,827			45			54,955			-			-			55,000
Cash from third-
party investor		-		-		50,000			50			90,950			-			-			91,000
Options exercised by
third-parties for cash		-		-		545,867			546			359,354			-			-			359,900
Options exercised by
third-parties for services		-		-		24,133			24			18,076			-			-			18,100
Services Rendered by
third-parties		-		-		988,007			988			573,560			-			-			574,549
Debentures Converted by
third parties		-		-		548,574			549			274,451			-			-			275,000
Settlement with
related party		-		-		350,000			350			-			-			-			350
Certificates canceled:		-		-		(91,572	)		(92	)		(40,173	)		-			-			(40,265	)
Value of Services
Contributed
by Officer and Employees		-		-		-			114,154						-			-			114,154
Compensation Cost
for Stock Options Granted
To Non-Employees		-		-		-			-			918,187			-			-			918,187
Cancellation of
Subscriptions
Receivable from related party		-		-		-			-									69,800			69,800
Net Income (Loss) at
December 31, 1998		-		-		-			-			-			(2,584,383	)		-			(2,584,383	)
Balance at December 31, 1998		-		-		11,462,587			11,463			4,110,497			(3,379,759	)		0			742,201

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

REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY

From Inception (August 16, 1996) Through December 31, 2008

	Preferred Shares		Stock Amount		Common Shares		Stock Amount		Paid-In Capital			Deficit Accumulated during the Development Stage			Subscription Receivable			Total
Issuance of Common
Stock for:
Cash from third-party investor		-		-		390,693		390		342,034			-			-			342,424
Less: Issue Costs		-		-		-		-		(16,743	)		-			-			(16,743	)
Options exercised by
third-parties for cash		-		-		300,000		300		149,700			-			-			150,000
Services Rendered by
third-parties		-		-		164,069		164		166,579			-			-			166,743
Value of Services
Contributed by Officer and Employees		-		-		-		-		280,000			-			-			280,000
Compensation Cost for Stock
options Granted to Non-Employees		-		-		-		-		89,728			-			-			89,728
Net Income (Loss)
at December 31, 1999		-		-		-		-		(1,014,555	)		-			-			(4,014,555	)
Balance at December 31, 1999		-		-		12,317,349		12,317		5,121,795			(4,394,314	)		0			739,798
Issuance of Common
Stock for:
Cash from third-party investor		-		-		862,776		863		249,525			-			-			250,388
Less: Issue CostsValue of Services
Contributed by Officer and Employees		-		-		-		-		405,000			-			-			405,000
Net Income (Loss) at
December 31, 2000		-		-		-		-					(1,347,859	)		-			(1,347,859	)
Balance at December 31, 2000		-		-		13,180,125		13,180		5,776,320			(5,742,173	)		0			47,327
Issuance of Common
Stock for:
Cash from third-party investor		-		-		6,558,333		6,558		1,598,142			-			-			1,604,700
Purchased by Employees		-		-		3,650,000		3,650		543,850			-			(547,500	)		-
Issued for Repayment of Debt		-		-		50,000		50		7,450			-			-			7,500
Less: Issue Costs		-		-		-		-		(85,575	)		-			-			(85,575	)
Services Rendered by
third-parties		-		-		450,000		450		422,000			-			-			422,450
Compensation Cost of stock issued
and options granted for services		-		-		200,000		200		1,487,500			-			-			1,487,700
Compensation Cost of stock issued
and options granted for services
to be amortized		-		-		-		-		(1,048,754	)		-			-			(1,048,754	)
Net Income (Loss) at
December 31, 2001		-		-		-		-		(2,199,085	)		-			-			(2,199,085	)
Balance at December 31, 2001		-		-		24,088,458		24,088		8,700,933			(7,941,258	)		(547,500	)		236,263
Issuance of Common
Stock for:
Cash from third-party investor		-		-		3,625,000		3,625		358,875			-			-			362,500
Exercise of Options		-		-		2,006,822		2,007		(2,007	)		-			-			-
Payment towards
promissory note balances		-		-		-		-		-			-			102,803			102,803
Amortized Compensation
Cost of stock issued and options
granted for services		-		-		-		-		759,795			-			-			759,795

Compensation Cost of stock issued
and options granted for services		-		-		1,200,000		1,200		323,300			-			-			324,500
Net Income (Loss)at
December 31, 2002		-		-				--		-			(1,933,676	)		-			(1,933,676	)
Balance at December 31, 2002		-		-		30,920,280		30,920		10,140,896			(9,874,934	)		(444,697	)		(147,815	)

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

REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY (continued)

From Inception (August 16, 1996) Through December 31, 2008

	Preferred Shares		Stock Amount		Common Shares		Stock Amount		Paid-In Capital		Deficit Accumulated during the Development Stage			Subscription Receivable			Total
Issuance of Common Stock for:
MPI settlement costs of stock issued and options granted for services		--		--		1,140,000		1,140		139,560		--			--			140,700
Compensation cost of stock issued and options granted for services		--		--		7,000,000		7,000		133,000		--			--			140,000
Amortized compensation cost of stock issued and options granted for services		--		--		--		--		288,959		--			--			288,959
Indemnification cost of stock issued and options granted for services		--		--		4,000,000		4,000		76,000		--			--			80,000
Payment towards promissory note balances		--		--		--		--		--		69,201						69,201
Net Income (Loss) at December 31, 2003		--		--		--		--		--		(1,391,518	)		--			(1,391,519	)
Balance at December 31, 2003		--		--		43,060,280		43,060		10,778,415		(11,266,452	)		(375,496	)		(820,473	)
Issuance of Common Stock for:
Cash from third- party investor		--		--		100,000		100		4,900		--			--			5,000
Exercise of Options		--		--		5,866,000		5,866		248,234		--			--			254,100
Exercise of Warrants		--		--		1,462,000		1,462		71,638		--			(1,000	)		72,100
Compensation cost of stock issued for services		--		--		32,850,000		32,850		881,150		--			--			914,000
Payment towards promissory note balances		--		--		--		--		--		--			18,750			18,750
Net Income (Loss) at December 31, 2004		--		--		--		--		--		(1,552,008	)		--			(1,552,008	)
Balance at December 31, 2004		--		--		83,338,280		83,338		11,984,337		(12,818,460	)		(357,746	)		(1,108,531	)
Issuance of Common Stock for Cash:
From third-party investors		--		--		13,039,187		13,039		277,661		--			--			290,700
From the exercise of options		--		--		1,800,000		1,800		43,200		--			--			45,000
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		--			--			476,500
Common stock issued pursuant to Joint Venture		--		--		5,833,331		5,833		132,000		--			--			137,833
Value of warrants granted pursuant to Joint Venture		--		--		--		--		499,733		--			--			499,733
Value of options granted for services		--		--		--		--		130,900		--			--			130,900
Reclassification of receivables against amounts owed		--		--		--		--		--		--			357,746			357,746
Net Income (Loss) at December 31, 2005		--		--		--		--		--		(1,310,783	)		--			(1,310,783	)
Balance at December 31, 2005		--		--		130,460,798		130,460		13,551,881		(14,129,243	)		(34,000	)		(480,902	)

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

REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY (continued)

From Inception (August 16, 1996) Through December 31, 2008

	Preferred Shares		Stock Amount		Common Shares			Stock Amount			Paid-In Capital			Deficit Accumulated during the Development Stage			Subscription Receivable		Total
Issuance of Common Stock:
From the exercise of options for services		--		--		1,000,000			1,000			--			--			--		1,000
From the exercise of options for cash		--		--		3,000,000			3,000			72,000			--			--		75,000
From the exercise of warrants		--		--		6,000,000			6,000			--			--			--		--
Payment of Common Stock Subscription		--		--		--			--			--			--			34,000		34,000
Common Stock issued for services		--		--		5,500,000			5,500			102,000			--			--		107,500
Preferred Stock issued for services		1,000,000		1,000		--			--			19,000			--			--		19,000
Capital contributed by shareholder		--		--		--			--			3,000			--			--		3,000
Cancellation of Joint Venture with Globe		--		--		--			--			(625,066	)		--			--		(625,066	)
Common stock issued to Globe then returned to treasury		--		--		(500,000	)		(500	)		(12,000	)		--			--		(12,500	)
Compensation cost for option price reduction		--		--		--			--			50,000			--			--		--
Net Income (Loss) a December 31, 2006		--		--		--			--			--			(598,302	)		--		(598,302	)
Balance at December 31, 2006		1,000,000		1,000		145,460,798			145,460			13,160,815		$	(14,727,545	)		--		(1,427,270	)
From the exercise of Issuance of Common Stock:
Reverse stock split (1 for 20)		--		--		(138,187,826	)		(138,188	)		138,188			--			--		--
Sale of common stock for cash:		--		--		845,000			845			299,155			--			--		300,000
Issuance of common stock for Clear Image stock		--		--		8,273,788			8,274			3,301,241			--			--		3,309,515
Stock compensation		--		--		--			--			223,246			--			--		223,246
Issuance of Common Stock:
From the exercise of options for cash		--		--		125,000			125			9,875			--			--		10,000
warrants		--		--		345,662			346			6,568			--			--		6,914
Common Stock issued for services		--		--		1,225,000		$	1,225			388,775			--			--		390,000
Issuance of restricted stock		--		--		40,000			40		$	9,960			--			--		10,000
Net Income (Loss) at December 31, 2007		--		--		--			--			--		$	(4,475,017	)		--		(4,475,017	)
unknown		--		--		--			--			--			--			--		(7,000	)
BALANCE AT DECEMBER 31, 2007		1,000,000		1,000		18,127,422		$	18,127		$	17,537,824		$	(19,202,563	)		--	$	(1,645,612	)

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

REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY (continued)

From Inception (August 16, 1996) Through December 31, 2008

	Preferred Shares		Stock Amount		Common Shares		Stock Amount		Paid-In Capital			Deficit Accumulated during the Development Stage			Subscription Receivable		Total
From the exercise of Issuance of Common Stock:
Sale of common stock for cash:		--		--		4,720,978	$	4,722		300,101			--			--		304,823
Issuance of Common Stock:
From the exercise of options for cash		--		--		2,300,000		2,300		395,317			--			--		397,617
Common Stock issued for services		--		--		1,419,704		1,419		258,501			--			--		259,920
Common Stock issued for repayment of debt		--		--		271,491		271		132,759			--			--		133,030
Common Stock issued to Clear Image investors to participate in the merger		--		--		43,600		44		12,164			--			--		12,208
Stock compensation		--		--		--		--		342,801			--			--		342,801
Acquired deficit of former Minority interest now Owned 100%		--		--		--		--		(209,776	)		--			--		(209,776	)
Net Income (Loss) at December 31, 2008		--		--		--		--		--			(1,335,154	)		--		(1,335,154	)
BALANCE AT DECEMBER 31, 2008		1,000,000	$	1,000		26,883,195	$	26,883	$	18,769,691		$	(20,537,717	)		--	$	(1,740,143	)

REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

Revolutions Medical Corporation (formerly Maxxon, Inc.), a Nevada corporation, (“RMC” or “the Company” or “RevMed”) 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.

On March 26, 2007, RevMed completed the acquisition of Clear Image Acquisition Corporation (“Acquisition Corp.”) in exchange for 8,273,788 shares of RevMed common stock. Acquisition Corp is a company that was formed by certain shareholders of Clear Image, Inc. (“Clear Image”) in order to assemble a control block of the shares of Clear Image for the purposes of such a transaction. The sole asset of Acquisition Corp was a block of 8,260,139 shares of the Common Stock of Clear Image, a development stage company which is developing certain proprietary and patent pending technology related to color MRI scans. The block of Clear Image shares owned by Acquisition Corp represented 62.2% of Clear Image's outstanding common stock.

During the fourth quarter of 2008, the Company commenced a short form merger to acquire the remaining minority interest in Clear Image. This short form merger was completed by December 2, 2008. The Company now owns 100% of the former Clear Image. Clear Images assets have been consolidated on our books and all inter-company transactions have been eliminated.

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

On January 2, 2006, the first day of the 2006 fiscal year, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123R”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. SFAS 123R supersedes the Company's previous accounting under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) beginning in fiscal 2006. The Company adopted SFAS 123R using the modified prospective transition method. Accordingly, the Company's consolidated financial statements for prior fiscal years have not been restated to reflect the impact of SFAS 123R.

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 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 December 31, 2008 and 2007 calculations of loss per share.

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.

In 2007, the Company acquired a 62.2% interest in Clear Image, Inc. (“Clear Image”). Clear Image was a privately held company and was conducting research and development on Color MRI Technology. Clear Image was not able to secure the funding needed to keep this research and development going into the future. Clear Image had expensed the research and development costs in accordance with accounting standards in effect at the time. The Company believed it to be advantageous to acquire a controlling interest in Clear Image and keep the technology in development rather than starting all over again. The Company exchanged approximately 8.2 million of its common shares which were trading between $0.40 and $0.50 at the time of acquisition. To arrive at a value for the Color MRI Technology the Company and Clear Image determined the amount of funding provided for the research and development of this technology by looking at the amount expended from 1999 until the acquisition date. The value of the Company’s stock exchanged for the controlling interest exceeded those expensed amounts by approximately $23,000 which was recorded as goodwill because there were no other assets to value.

New Accounting Standards

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. Management has reviewed the recently issued pronouncements and concluded that the following new accounting standards are potentially applicable to the Company.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 141(R), “Business Combinations,” (“SFAS 141(R)”) which replaces SFAS 141. SFAS 141(R) establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for acquisitions by the Company taking place on or after January 1, 2009. Early adoption is prohibited. Accordingly, a calendar year-end company is required to record and disclose business combinations following existing accounting guidance until January 1, 2009. The Company will assess the impact of SFAS 141(R) if and when a future acquisition occurs.

Also, in December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51,” (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Before this statement, limited guidance existed for reporting noncontrolling interests (minority interest). As a result, diversity in practice exists. In some cases minority interest is reported as a liability and in others it is reported in the mezzanine section between liabilities and equity. Specifically, SFAS 160 requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financials statements and separate from the parent's equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent's ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interests. SFAS 160 was effective for the Company on January 1, 2009. SFAS 160 had no impact on the Company's financial position, results of operations or cash flows.

In February 2008, the FASB issued FASB Staff Position No. 140-3, “Accounting for Transfers of Financial Assets and Repurchase Financing Transactions,” (“FSP 140-3”). This FSP provides guidance on accounting for a transfer of a financial asset and the transferor's repurchase financing of the asset. This FSP presumes that an initial transfer of a financial asset and a repurchase financing are considered part of the same arrangement (linked transaction) under SFAS 140. However, if certain criteria are met, the initial transfer and repurchase financing are not evaluated as a linked transaction and are evaluated separately under SFAS 140. FSP 140-3 was effective for the Company on January 1, 2009. The adoption of FSP 140-3 had no impact on the Company's financial position, results of operations or cash flows.

In April 2008, the FASB issued FASB Staff Position No. 142-3, “Determination of the Useful Life of Intangible Assets,” (“FSP 142-3”). This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets,” (“SFAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R) and other U.S. generally accepted accounting principles. This FSP was effective for the Company on January 1, 2009 and had no material impact on the Company's financial position, results of operations or cash flows.

In May, 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). SFAS 162 is effective November 15, 2008. The FASB has stated that it does not expect SFAS 162 will result in a change in current practice. The application of SFAS 162 had no effect on the Company's financial position, results of operations or cash flows.

The FASB issued FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement),” (“FSP APB 14-1”). The Staff Position specifies that issuers of convertible debt instruments that may be settled in cash upon conversion should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 provides guidance for initial and subsequent measurement as well as derecognition provisions. The Staff Position was effective as of January 1, 2009 and had no material effect on the Company's financial position, results of operations or cash flows.

In June, 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities,” (“FSP EITF 03-6-1”). The Staff Position provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and must be included in the earnings per share computation. FSP EITF 03-6-1 was effective January 1, 2009 and had no effect on the Company's financial position, results of operations, earnings per share or cash flows.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company's financial position, results of operations or cash flows.

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 $(20,504,217) for the period from inception (August 16, 1996) to December 31, 2008. 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 December 31, 2006, the Company ended the joint venture and cancelled the shares of common stock and options that were issued to Globe pursuant to the agreement. 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. On May 11, 2007, a partial default judgment against Globe was granted by the District Court of Harris County, Texas. The partial default judgment as to liability only was granted with respect to the Company's causes of action against Globe for breach of contract, conversion and common law fraud with respect to the Company's Original Petition and Application for Temporary and Permanent Injunctions against Globe on January 30, 2007. On August 13, 2007, the Company was granted a final default judgment for permanent injunctive relief and for damages in the amount of $14,029,000 against Globe. Globe has appealed the judgment. On November 23, 2007, the Court signed an order granting Globe's Motion for New Trial and setting aside the Final Default Judgment entered in favor of the Company on August 13, 2007.

On October 29, 2008, the Company filed a lawsuit in the district court of Harris county Texas, a lawsuit for fraud and contempt of court for Globe Med Tech and the CFO individually. A hearing is currently set for May 1, 2009.

NOTE 4 - OTHER COMMITMENTS AND CONTINGENCIES

Employment Agreement with Rondald Wheet, CEO

Effective March 31, 2008, the Company and Mr. Wheet, our CEO, entered into a three year employment agreement. The agreement provides for an annual salary of $225,000. Mr. Wheet 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 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, car allowance, 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.

Mr. Wheet may elect, by written notice to the Company, to terminate his employment with continued pay through the employment agreement term if (i) the Company sells all of its assets, (ii) the Company merges with another business entity with a change in control,(iii) more than 50% of the outstanding stock is acquired by a third party, (iv) the Company requires Mr. Wheet to relocate or assigns duties not commensurate with his position as CEO, (v) Mr. Wheet is removed from the Board of Directors and (vi) the Company defaults in making payments required to Mr. Wheet under this agreement. For two years following his resignation or termination, 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, 2006, 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 $203,920 (amount outstanding at December 31, 2007) 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, 2007. As of December 31, 2007, the Company had accrued interest payable of $91,176, but at December 31, 2008, that accrued interest had been reduced to $41,469 due to partial repayment as discussed below. 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. During 2007, the Company issued 345,662 shares of common stock upon the exercise of a warrant. The exercise price of $6,913 was paid by reducing the principal balance of the promissory note payable by the Company.

On April 8, 2008, the Company entered into a Memorandum of Understanding with its former CEO to settle this outstanding obligation through the issuance of its common stock on a quarterly basis commencing May 8, 2008, for one year. The value of the issuance of the common stock will be determined by the market value of the ten day average price at the time of each quarterly issuance of common stock. During 2008, the Company issued 271,491 shares at a total value of $133,030 to partially repay this debt.

Amounts Due Pursuant to Employment and Consulting Agreements

As of December 31, 2008, the Company had accrued approximately $984,128 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.

AMOUNTS DUE TO CONSULTANTS

During the year ended December 31, 2008, the Company entered into a commitment with a third party who would obtain the breast biopsy and needle localization technology. The Company has paid $30,000 as of December 31, 2008, and expects to pay $210,000 by the end of the second quarter.

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 therefore. 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.

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.

2008 COMMON STOCK TRANSACTIONS

During the year ended December 31, 2008, the Company issued 1,000,000 stock options to an individual in conjunction with a consulting agreement. These options were valued at $0.10 per share and were exercised during the first Quarter of 2008. The Company received $100,000 in proceeds related to the exercise of these options.

Also during the year ended December 31, 2008, the Company issued shares of common stock to one individual as payment for debt owed under a note payable. The debt will be satisfied with Company stock expensing an even amount each quarter over a period of twelve months. During the year ended December 31, 2008, 271,491 shares of stock were issued pursuant to this agreement. See Note 4 for additional discussion.

During the year ended December 31, 2008, an additional 1,300,000 shares of common stock were issued as option holders exercised their options to purchase common stock and 4,720,978 shares were issued to third party investors. The Company received proceeds of $702,440 in connection with these shares issuances.

During the year ended December 31, 2008, the Company issued 1,419,704 shares of common stock with a total value of $259,920 in lieu of cash as payment for consulting services.

2007 Common Stock Transactions

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.

During the three months ended March 31, 2007, the Company issued 250,000 shares of its common stock for $58,500 in cash. The Company issued 25,000 shares of its common stock for legal services valued at $12,500 and 500,000 shares of its common stock for consulting services valued at $200,000. The Company also issued 8,273,788 shares of its common stock valued at $3,309,515 for Clear Image Acquisition Corp. (See Note 3- Acquisition of Clear Image Acquisition Corp). The shares were valued based on the market price of the Company's common stock at the date of each transaction.

During the three months ended June 30, 2007, the Company issued 371,000 shares of its restricted common stock for $185,500 in cash.

During the three months ended September 30, 2007, the Company issued 224,000 shares of its restricted common stock for $56,000 in cash. The Company issued 300,000 shares for consulting services valued at $102,500 and 400,000 shares for color MRI research and development valued at $75,000. During the quarter ended September 30, 2007, the Company issued 345,662 shares of common stock upon the exercise of a warrant. The exercise price of $6,913 was paid by reducing the principal balance of the promissory note payable by the Company to the warrant holder.

During the quarter ended December 31, 2007, the Company issued 125,000 shares of its common stock upon exercise of stock options at $0.08 per share for a total of $10,000. The Company also issued 40,000 shares of its restricted stock at $0.25 per share for a total of $10,000. The Company also granted 6,000,000 options to the three directors at $0.08 per share. These options are immediately exerciseable and expire in three years. The Company also issued 5,000,000 immediately exerciseable stock options at $0.08 per share to its president in conjunction with entering into a new three year employment agreement with him.

NOTE 6 - STOCK OPTIONS AND WARRANTS OUTSTANDING

The following tables summarize information about the stock options and warrants outstanding at December 31, 2008:

	OPTIONS			WARRANTS			TOTAL			WEIGHTED AVERAGE EXERCISE PRICE

Balance at December 31, 2007		10,985,000			107,500			11,092,500		$	0.090
Granted		1,800,000			-			1,800,000			0.215
Exercised		(2,425,000	)		-			(2,425,000	)		0.199
Expired/Forfeited		-			(107,500	)		(107,500	)		5.000

BALANCE AT DECEMBER 31, 2008		10,360,000			-		$	10,360,000			0.157

	OPTIONS OUTSTANDING						EXERCISABLE
Range of Exercise Price	Number Outstanding at December 31,2008		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable at December 31, 2008		Weighted Average Exercise Price
OPTIONS
0.08 - 0.36		10,250,000		2.00	$	0.10		10,250,000	$	0.10
1.00		55,000		4.34		1.00		55,000		1.00
10.00		55,000		1.00		10.00		55,000		10.00

		10,360,000						10,360,000

NOTE 7 - RELATED PARTY TRANSACTIONS

In connection with the acquisition of Clear Image Acquisition Corp. by RevMed, Ron Wheet, CEO and Director, received 2,286,000 shares of restricted RevMed common stock, Dr. Beahm, a Director, received 1,599,125 shares of restricted RevMed common stock, and Mr. O'Brien, a Director, received 1,645,625 shares of restricted RevMed common stock. Mr. Wheet and Mr. O'Brien were directors and shareholders and Dr. Beahm was a shareholder of Clear Image Acquisition Corp. prior to its acquisition by the Company.

During the year ended December 31, 2008, the Company accrued $180,000 of salary payments due to Tom O'Brien, a director, for his service as president of Clear Image, Inc. Mr. O'Brien's monthly salary is $15,000.

NOTE 8 - REVERSE STOCK SPLIT

NOTE 9 - ACQUISITION OF CLEAR IMAGE ACQUISITION CORP

In December 2008, the Company acquired the minority interest of Clear Image Acquisition Corporation (“Acquisition Corp”). The Company had previously acquired 62.2% of Acquisition Corp as part of the acquisition of Clear Image, Inc. (“Clear Image”) in March 2007. The purchase price for the remaining minority interest of Acquisition Corp, excluding transaction costs, included a stock payment of 12,208 shares at closing.

In determining the number of shares to be exchanged by RevMed for the shares of Clear Image shares held by Acquisition Corp., the Board based the transaction value on the funds expended by Clear Image for the color MRI technology in its then current state, using a value of Forty Cents ($.40) per share, which was the average market value when the acquisition agreement was signed in January, 2007. During the third quarter of 2007, it was determined that the accounting treatment for the transaction should be accounted for in accordance with FASB Interpretation No. 4. “Applicability of FASB Statement No.2 to Business Combinations Accounted for by the Purchase Method” and Statement of Financial Accounting Standards No. 2 “Accounting for Research and Development Costs.” which require research and development costs to be expensed if there are no alternative uses. Accordingly, the Company recorded goodwill of $23,274 and an expense of $3,309,515.

The shareholders of Acquisition Corp. did not receive a larger portion of the voting rights in RevMed, the surviving company, because of RevMed's outstanding preferred stock (See Note 5. “Preferred Stock and Common Stock Transactions”), so the transaction did not require the use of recapitalization or reverse merger accounting. RevMed plans to pay the minimal costs of Acquisition Corp's liquidation and dissolution.

Prior to RevMed's acquisition of Acquisition Corp., RevMed's officer and directors were directors and shareholders of Clear Image, Inc. and, along with other shareholders, contributed their Clear Image shares to Acquisition Corp. In connection with RevMed's acquisition of Acquisition Corp., Ron Wheet, RevMed's CEO and a Director, received 2,286,000 shares of RevMed restricted common stock;Dr. Beahm, a Director, received 1,599,125 shares of RevMed restricted common stock; and Mr. O'Brien, a Director, received 1,645,625 shares of RevMed restricted common stock.

NOTE 10 - SUBSEQUENT EVENT

On March 25, 2009, the Company signed a six-month agreement with a Japanese firm to serve as an institutional public relations consultant as well as an investment banking liaison to attempt to arrange financing for the purpose of working capital as an intermediary. This is a non-exclusive contract for which the consultant will be paid 250,000 shares of common stock upfront and 7% of any financing raised going forward. This common stock is restricted as to resell for six months.

Index to and Description of Exhibits

EXHIBITS

No.		Description of Exhibit

2.1		Amended Articles of Incorporation (filed as Exhibit 2.1 to our Amended Form 10-SB filed August 15, 2001 with amendment filed as Exhibit A to our Definitive 14 C Information Statement filed November 29, 2007)

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, 2006 (incorporated herein by reference to Exhibit 10.1 of the Company's Form 10-QSB for the quarter ended September 30, 2006, filed with the SEC on November 17, 2006)

10.2		Safety Scalpel Joint Venture agreement with Globe dated August 11, 2006 (incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-QSB for the quarter ended June 30, 2006, filed with the SEC on August 19, 2006.)

10.3		Employment Agreement with Rondald L. Wheet (Exhibit 10.3 of the Company's Form 10-KSB for the year ended December 31, 2007)

10.4		Mutual Release and Settlement Agreement between the Company and Gifford M. Mabie dated April 14, 2006 (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, 2006.)

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 Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Certification of 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*

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

_________

* Filed Herewith

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
		Rondald L. Wheet,
		Chief Executive Officer
March 10, 2010

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	March 10, 2010
Rondald L. Wheet	Principal Executive Officer and Principal Accounting Officer)


/s/ DR. THOMAS BEAHM	Director	March 10, 2010
Dr. Thomas Beahm


/s/ THOMAS O'BRIEN	Director	March 10, 2010
Thomas O'Brien

Attached files

Revolutions Medical CORP Reports

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