<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                (AMENDMENT NO. 2)


     [X]      Annual Report Pursuant to Section 13 or 15(D) of the
              Securities Exchange Act of 1934
              for the fiscal year ended June 30, 2007.

     [ ]      Transition Report Under Section 13 or 15(D) of the Securities
              Exchange Act of 1934
              for the transition period from _____ to _____

                        Commission file number: 000-26017

                  RECLAMATION CONSULTING AND APPLICATIONS, INC.
        (Exact name of Small Business Issuer as specified in its charter)

           Colorado                                      58-2222646
---------------------------------              ---------------------------------
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

     940 Calle Amanecer Suite E
      San Clemente, California                              92673
----------------------------------------                 -----------
(Address of principal executive offices)                  (Zip Code)

          Issuer's telephone number, including area code: 949-542-7440
       Securities registered under Section 12(b) of the Exchange Act: None

  Securities registered under Section 12(g) of the Exchange Act: Common Stock,
                           par value $0.01 per share

Check whether the issuer (1) 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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

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

State issuer's revenues for its most recent fiscal year ended June 30, 2007:
$214,912.

Based on the closing sale price of $0.25 on June 29, 2007, the aggregate market
value of the voting and non-voting common equity held by non-affiliates of the
registrant was $13,842,030.

As of January 31, 2008 there were 122,082,048 shares of the registrant's Common
Stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

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EXPLANATORY NOTE:

This Amendment No. 2 , amends and restates Item 11 - Security Ownership Of
Certain Beneficial Owners And Management of our Annual Report on Form 10-KSB for
the year ended June 30, 2007 (the "Annual Report"). The Annual Report was
initially filed with the Securities and Exchange Commission ("SEC") on October
15, 2007 and an Amendment No. 1 was filed with the SEC on January 15, 2007.

The amendment of Item 11 does not imply that the entirety of this Item has
changed. This Form 10-KSB/A-2 only amends and restates the specific portion of
the Annual Report identified above, and no other information in the Annual
Report is amended hereby. Furthermore, neither Item 11, nor any other portion
Annual Filing, has been updated to reflect other events occurring after the date
the date of the Annual Report, October 15, 2008 , or to modify or update those
disclosures affected by subsequent events. Statements such as "the date of this
report", or any equivalent periodic reference, which appear in either the Form
10-KSB/A-2 or in the unmodified portions of the Original Filing, shall mean
October 15, 2007.

Pursuant to the rules of the SEC, currently dated certifications from our Chief
Executive Officer and Chief Financial Officer are attached to this Form
10-KSB/A-2 as Exhibits 31.1, 31.2, 32.1, 32.2 respectively.


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ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table discloses, in tabular format, information regarding our
equity securities authorized for issuance pursuant to any compensation plans as
of the end of our fiscal year ended June 30, 2007.

<TABLE>
---------------------------------------------------- --------------------------- --------------------------- -----------------------
                                                                                                              Number of Securities
                                                                                                               remaining available
                                                                                                               for future issuance
                                                                                                                  under equity
                                                      Number of Securities to    Weighted-average exercise     compensation plans
                                                      be issued upon exercise       price of outstanding      (excluding securities
                                                      of outstanding options,      options, warrants and       reflected in column
                   Plan Category                        warrants and rights                rights                     (a))
                                                     --------------------------- --------------------------- -----------------------
                                                                (a)                          (b)                      (c)
---------------------------------------------------- --------------------------- --------------------------- -----------------------
<S>                                                          <C>                           <C>                          <C>
Equity compensation plans approved by security                   -                           -                          -
holders
---------------------------------------------------- --------------------------- --------------------------- -----------------------
Equity compensation plans not approved by security           24,250,085                    $0.30                        -
holders
---------------------------------------------------- --------------------------- --------------------------- -----------------------
                       Total                                 24,250,085                    $0.30                        -
---------------------------------------------------- --------------------------- --------------------------- -----------------------
</TABLE>

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of our common stock (including common stock acquirable within 60 days
pursuant to options, warrants, conversion privileges or other rights) as of
October 12, 2007 (i) by each of the our directors and executive officers, (ii)
all executive officers and directors as a group, and (iii) all persons known by
us to own beneficially more than 5% of our common stock. All persons listed have
sole voting and investment power over the indicated shares unless otherwise
indicated.

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<TABLE>

---------------------------------------------------------------------------------------------------------------------------
                                                   BENEFICIAL OWNERSHIP
---------------------------------------------------------------------------------------------------------------------------
BENEFICIAL OWNER(1)                                NUMBER OF SHARES(2)                      PERCENT OF TOTAL(2)
----------------------------------------- --------------------------------------- -----------------------------------------
<S>                     <C>                            <C>                                           <C>
Mr. Michael C. Davies,  (10)                           4,764,500(3)                                  4%
Chief Executive Officer, Secretary and
Director

----------------------------------------- --------------------------------------- -----------------------------------------
Mr. Gordon W. Davies,  (10)                            5,017,400(4)                                  4%
President and Director

----------------------------------------- --------------------------------------- -----------------------------------------
Paul Hughes,   (10)                                    9,814,000(5)                                  8%
Chief Operating Officer and Chief
Financial Officer

----------------------------------------- --------------------------------------- -----------------------------------------
All Officers and Directors as a Group
(3 persons)                                            19,595,900(6)                                14%

----------------------------------------- --------------------------------------- -----------------------------------------
John Benjamin  (10)                                    38,816,000(7)                                31%

----------------------------------------- --------------------------------------- -----------------------------------------
Paul Hazell  (10)                                      17,941,000(8)                                15%

----------------------------------------- --------------------------------------- -----------------------------------------
Sally Holden  (10)                                     13,800,000(9)                                11%

----------------------------------------- --------------------------------------- -----------------------------------------
</TABLE>
        (1) Beneficial Ownership is determined in accordance with the rules of
            the Securities and Exchange Commission and generally includes voting
            or investment power with respect to securities. Shares of common
            stock subject to options or warrants currently exercisable or
            convertible, or exercisable or convertible within 60 days of October
            12, 2007 are deemed outstanding for computing the percentage of the
            person holding such option or warrant but are not deemed outstanding
            for computing the percentage of any other person.
        (2) Based upon 120,570,023 shares issued and outstanding on October 12,
            2007.
        (3) Includes 4,500,000 shares issuable upon exercise of stock options.
        (4) Includes 4,500,000 shares issuable upon exercise stock options.
        (5) Includes 2,000,000 shares issuable upon exercise of stock options,
            2,000,000 shares issuable upon the conversion of a $400,000
            convertible debenture and 5,314,000 warrants issuable upon
            conversion of the convertible debenture.
        (6) Includes 11,000,000 shares issuable upon exercise of stock options,
            2,000,000 shares issuable upon the conversion of a $400,000
            convertible debenture and 5,314,000 warrants issuable upon
            conversion of the convertible debenture.
        (7) Includes 4,000,000 shares issuable upon exercise of a warrant held
            by Canvasback Company Ltd ("Canvasback"),18,610,000 shares held in
            the name of Paul Hazell but beneficially owned by Canvasback, and
            16,200,000 shares held in the name of Sally Holden but beneficially
            owned by Canvasback. Canvasback is wholly owned by AGM
            International, Inc., of which Mr. Benjamin is the sole shareholder.
            Excludes shares of common stock which Canvasback will be entitled to
            receive on the conversion of the New Convertible Note after we
            increase our authorized shares of common stock or effect a reverse
            split of our common stock, such that we have sufficient authorized
            shares of common stock available to allow the conversion of this
            note. See the Management's Discussion and Analysis - Convertible
            Promissory Notes.


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        (8) Includes 50,000 shares issuable upon the exercise of stock options.
            Excludes 18,610,000 shares of common stock held in the name of Paul
            Hazell which were beneficially owned by Canvasback and which were
            transferred back to Canvasback on November 8, 2007.
        (9) Excludes 16,200,000 shares of common stock held in the name of Sally
            Holden which were beneficially owned by Canvasback and which were
            transferred back to Canvasback on November 21, 2007.
        (10) c/o Reclamation Consulting and Applications, Inc., 940 Calle
            Amanecer Suite E, San Clemente, California 92673


ITEM 13.  EXHIBITS.

In addition to the exhibits already filed with the Original Filing, the
following certifications from our Chief Executive Officer and Chief Financial
Officer are attached to this Form 10-KSB/A-2:

------------------- ------------------------------------------------------------
Exhibit No.         Description
------------------- ------------------------------------------------------------
31.1*               Certification of Chief Executive Officer Pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002.

------------------- ------------------------------------------------------------
31.2*               Certification of Treasurer Pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002.

------------------- ------------------------------------------------------------
32.1*               Certification of Chief Executive Officer Pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002.

------------------- ------------------------------------------------------------
32.2*               Certification of Treasurer Pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002.

------------------- ------------------------------------------------------------

                    *    Filed herewith


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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.

RECLAMATION CONSULTING AND APPLICATIONS, INC.

Date:  February 12, 2008               By:  /s/ Michael C. Davies
                                            ------------------------------------
                                            Michael C. Davies
                                            Chief Executive Officer and Director



In accordance with the Securities Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

Date:  February 12, 2008                By:  /s/ Paul Hughes
                                             -----------------------------------
                                             Paul Hughes
                                             Chief Operating Officer, Chief
                                             Financial Officer





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