U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-K/A




(Amendment
No. 1)




(Mark
one)





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
year ended: November 30, 2008





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


For the
transition period from ______ to ______


Commission
file number: 0-31555


BAB,
Inc.


(Exact
name of registrant as specified in its charter)




Delaware
            36-4389547(State
      or other jurisdiction of incorporation)
            (IRS
      Employer or organization Identification
No.)





500 Lake
Cook Road, Suite 475   Deerfield, Illinois 60015


(Address
of principal executive offices) (Zip Code)


Registrant’s
telephone number: (847) 948-7520





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


Title
      of each class
            Name
      of exchange on which registeredCommon Stock
            NASDAQ/OTC





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


None


(Title of
Class)





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





Indicate
by check mark whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.   ̈  Yes  x  No





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.  x  Yes   ̈  No




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




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




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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes   ̈   No   ̈





State
issuer's revenues for its most recent fiscal year: $3,777,810




The
aggregate market value of the voting common equity held by nonaffiliates as of
the last business day of the registrant’s most recently completed second fiscal
quarter was: $1,562,766 based on 3,811,625 shares held by nonaffiliates as of
May 31, 2009; Closing price ($.41) for said shares in the NASDAQ OTC Bulletin
Board as of such date.





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 7,263,508shares of Common Stock,
as of January 4, 2010.





DOCUMENTS
INCORPORATED BY REFERENCE


See index
to exhibits







2


Explanatory
Note





This
Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-KSB for the year
ended November 30, 2008, originally filed with the Securities and Exchange
Commission (the “SEC”) on February 20, 2009 (the “Original Filing”), is being
filed to reflect changes to Item 9A (formerly Item 8A on form 10-KSB), Controls
and Procedures of Part II of the Original Filing and changes in Exhibit 31.1,
Certification of the Chief Executive Officer and Exhibit 31.2, Certification of
the Chief Financial Officer as detailed below.





The
Original Filing for Item 9A (formerly Item 8A on 10-QSB) “Controls and
Procedures” has been amended to include disclosure controls and procedures and a
statement that there were no changes in internal control that could materially
affect controls over financial reporting.  The Original Filing for
Exhibits 31.1 and 31.2 did not include the word “and” at the end of
(4).





Except as
described above, this Form 10K/A does not revise, update or in any way affect
any information or disclosures contained in the Original Filing, and we have not
updated the disclosures contained herein to reflect events that occurred at a
later date.


3


FORM
10-K/A INDEX




PART
      IIItem
      9A.
            Controls and Procedures
            5(formerly Item 8A in
10-KSB)PART
      IIIExhibits
            6


4
 Index


ITEM9A. CONTROLS AND PROCEDURES


(formerly
Item 8A. in 10-KSB filed February 20, 2009)





BAB,
Inc.’s Chief Executive Officer and Chief Financial Officer have evaluated the
Company’s disclosure controls and procedures, as defined in Item 308T(a) of
Regulation S-B of the Securities Exchange Act of 1934, as of the end of the
period covered by this report, and they have concluded that these controls and
procedures were effective (i) to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms and (ii) to ensure that information required to be
disclosed by us in the reports that we submit under the Exchange Act is
accumulated and communicated to our management, including our executive and
financial officers, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure.





Management’s
Annual Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is a process designed by, or under the supervision of, the Chief
Executive Officer and the Chief Financial Officer, management and other
personnel, 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
principals.





Our
evaluation of internal control over financial reporting includes using the COSO
framework, an integrated framework for the evaluation of internal controls
issued by the Committee of Sponsoring Organizations of the Treadway Commission,
to identify the risks and control objectives related to the evaluation of our
control environment.





Based on
our evaluation under the framework described above, our management, including
the Chief Executive Officer and Chief Financial Officer, concluded that the
Company’s internal controls and procedures were effective over financial
reporting as of November 30, 2008.





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





Changes
in Internal Control Over Financial Reporting





There
were no changes in our internal controls or in other factors that could
materially affect these controls over financial reporting during the last fiscal
quarter. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.


5
 Index


INDEX TO EXHIBITS





The
following Exhibits are filed herewith:





INDEX
      NUMBER
            
            DESCRIPTION3.1
            
            Articles
      of Incorporation (See Form 10-KSB for year ended November 30,
      2006)3.2
            
            Bylaws
      of the Company (See Form 10-KSB for year ended November 30,
      2006)21.1
            
            List
      of Subsidiaries of the Company31.1, 31.2
            
            Section
      302 of the Sarbanes-Oxley Act of 200232.1, 32.2
            
            Section
      906 of the Sarbanes-Oxley Act of
2002





SIGNATURES





In
accordance with Section 13 of the Exchange Act, the Small Business Issuer has
duly caused this report on Form 10-KSB to be signed on its behalf by the
undersigned, thereunto duly authorized.





BAB,
INC.




Dated:
January 13, 2010


By /s/
Michael W. Evans
 Michael
W. Evans, Chief Executive Officer and President (Principal Executive
Officer)




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





Dated:
January 13, 2010


By /s/
Michael W. Evans


Michael
W. Evans, Chief Executive Officer and President (Principal Executive
Officer)





Dated:
January 13, 2010


By /s/
Michael K. Murtaugh


Michael
K. Murtaugh, Director and Vice President/General Counsel and
Secretary





Dated:
January 13, 2010


By /s/
Jeffrey M. Gorden


Jeffrey
M. Gorden, Chief Financial Officer and Treasurer (Principal Financial and
Accounting Officer)





Dated:
January 13, 2010


By /s/
Steven G. Feldman


Steven G.
Feldman, Director




Dated:
January 13, 2010


By /s/
James A. Lentz


James A.
Lentz, Director


6
 Index


EXHIBIT
3.1 - Certificate of Incorporation





See Form
10-KSB for year ended November 30, 2006





EXHIBIT
3.2 - Bylaws of BAB, Inc.





See Form
10-KSB for year ended November 30, 2006





EXHIBIT
21.1 – List of Subsidiaries of the Company


BAB
Systems, Inc., an Illinois corporation


BAB
Operations, Inc., an Illinois corporation


Brewster’s
Franchise Corporation, an Illinois corporation


My
Favorite Muffin Too, Inc., a New Jersey corporation




7