SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB





Annual
Report Under Section 13 or 15(d) of


the
Securities Exchange Act of 1934





For the
Fiscal Year Ended: May 31,
2008





Commission
File No.000-53151





RECYCLE
TECH, INC.


(Exact
Name of Small Business Issuer as specified in its charter)








Colorado
            20-2776793(State
      or other jurisdiction
            (IRS
      Employer File Number)of
      incorporation)





6890 West
      44th Ave. # 3Wheat
      Ridge, Colorado
            80033(Address
      of principal executive offices)
            (zip
      code)





(303)
539-9381


(Registrant's
telephone number, including area code)





Securities
to be Registered Pursuant to Section 12(b) of the Act: None





Securities
to be Registered Pursuant to Section 12(g) of the Act:





Common Stock, $.0.001 per
share par value








Check
whether issuer is not required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act [ ]





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. Yes: [X]    No: [ ]





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is 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.
[X]





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





Registrant's
revenues for its most recent fiscal year were $20,646.  The aggregate
market value of the voting stock held by nonaffiliates computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of August 20, 2008 was approximately $358,000.  The
number of shares outstanding of the Registrant's common stock, as of the latest
practicable date, August 21, 2008, was 4,146,600.





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1 -








FORM
10-KSB


Recycle
Tech, Inc.





INDEX




PagePART
      IItem
      1. Description of Business
              3Item
      2. Description of Property
              10Item
      3. Legal Proceedings
              10Item
      4. Submission of Matters to a Vote of Security Holders
              10PART
      IIItem
      5. Market for Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              10Item
      6. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
              12Item
      7. Financial Statements
              F-1Item
      8. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosures
              18Item
      8A. Controls and Procedures
              18Item
      8B. Other Information
              18PART
      IIIItem
      9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act
              18Item
      10. Executive Compensation
              20Item
      11. Security Ownership of Certain Beneficial Owners and
      Management
              21Item
      12. Certain Relationships and Related Transactions
              22Item
      13. Exhibits and Reports on Form 8-K
              22Item
      14. Principal Accountant Fees and Services
              22Financial
      Statements pages
              F-1
      – F-10Signatures
              23






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2 -








For
purposes of this prospectus, unless otherwise indicated or the context otherwise
requires, all references herein to “Recycle Tech,” “we,” “us,” and “our,” refer
to Recycle Tech, Inc., a Colorado corporation.




Forward-Looking
Statements





The following discussion contains
forward-looking statements regarding us, our business, prospects and results of
operations that are subject to certain risks and uncertainties posed by many
factors and events that could cause our actual business, prospects and results
of operations to differ materially from those that may be anticipated by such
forward-looking statements. Factors that may affect such forward-looking
statements include, without limitation: our ability to successfully develop new
products and services for new markets; the impact of competition on our
revenues, changes in law or regulatory requirements that adversely affect or
preclude clients from using us for certain applications; delays our introduction
of new products or services; and our failure to keep pace with our
competitors.





When used in this discussion, words
such as "believes", "anticipates", "expects", "intends" and similar expressions
are intended to identify forward-looking statements, but are not the exclusive
means of identifying forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report. We undertake no obligation to revise any
forward-looking statements in order to reflect events or circumstances that may
subsequently arise. Readers are urged to carefully review and consider the
various disclosures made by us in this report and other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the risks and factors that may affect our business.








PART
I





Item
1. DESCRIPTION OF BUSINESS.








(a) RISK
FACTORS





You should carefully consider the
risks and uncertainties described below and the other information in this
document before deciding to invest in shares of our common
stock.





The occurrence of any of the
following risks could materially and adversely affect our business, financial
condition and operating result. In this case, the trading price of our common
stock could decline and you might lose all or part of your
investment.





We
have a limited operating history.





We
began operations in May, 2005. Since the inception of our current business
operations, we have been engaged in operations, including developing a strategic
operating plan, entering into contracts, hiring personnel, developing processing
technology, raising private capital and seeking acquisitions. We have no
production facilities. Accordingly, we have a limited relevant operating history
upon which an evaluation of our performance and future prospects can be
made.




We
have had a history of net losses.




We have a
history of net losses.  We had a net loss of $54,611 for the twelve months
ended May 31, 2008. We incurred net losses of $20,630 for the twelve months
ended May 31, 2007.  We may to continue to incur net losses for the
foreseeable future as we continue to further develop our business. Our ability
to generate and sustain significant additional revenues or achieve profitability
will depend upon the factors discussed elsewhere in this “Risk Factors” section.
We cannot assure you that we will achieve or sustain profitability or that our
operating losses will not increase in the future. If we do achieve
profitability, we cannot be certain that we can sustain or increase
profitability on a quarterly or annual basis in the future.







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3 -





Because
we have a history of losses and have a working capital deficit, our accountants
have expressed doubts about our ability to continue as a going
concern.




For the
fiscal years ended May 31, 2007 and 2008, our accountants have expressed doubt
about our ability to continue as a going concern as a history of losses and a
working capital deficit. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to generate revenues from the
sale of our products and services.





Based upon current plans, we may incur operating losses in future periods
because we will be incurring expenses and not generating sufficient
revenues.  We cannot guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating costs.
Failure to generate sufficient revenues will cause us to go out of
business.




Based upon current plans, we may incur operating losses in future periods
because we will be incurring expenses and not generating sufficient
revenues. We cannot guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating costs.
Failure to generate sufficient revenues will cause us to go out of
business.




We
may be forced to continue to borrow money from our principal shareholder and
President, Mr. Capra, which will increase our debt and make repayment more
difficult.




In the past we have borrow money for operations from our
principal shareholder and President, Mr. Capra, and may be required to do so in
the future if our business does not generate enough revenues in 2008. Mr.
Caprahas
committed to funding our working capital needs until December 2008, but our
increased debt to it could make repayment more difficult.




If
we default in the repayment of advances owed our shareholder and President, Mr.
Capra, we could be unable to continue as a viable business.




As
of May 31, 2008, we owed our shareholder and President, Mr. Capra, a total of
$31,000 for a loan and $22,419 for financing trade accounts, including
accrued interest. Principal and interest on our debt to Mr. Capra is currently
due. If Mr. Capra demands payment and we default, we could be unable to continue
as a viable business.




We
may need to raise additional funds in order to achieve our business
objectives.




We
may need additional capital expenditures and investments over the
next twelve months related to our growth. We will use additional loans from
Mr. Capra, if necessary and will cash on hand to fund corporate
overhead.




We are evaluating debt and equity placements at the corporate level. At the
present time, except for Mr. Capra, we have no commitments for any additional
financing, and there can be no assurance that, if needed, additional capital
will be available to use on commercially acceptable terms or at all. Our failure
to raise capital as needed would significantly restrict our growth and hinder
out ability to compete. We may need to curtail expenses, reduce planned
investments and development and forgo business opportunities. Additional equity
financings are likely to be dilutive to holders of our common stock and debt
financing, if available, may involve significant payment obligation and
covenants that restrict how we operate our business.




We
are dependent upon our officers and the loss of any of these persons could
adversely affect our operations and results.  Neither works for us on a
full-time basis and have other business ventures




We believe that the implementation of our proposed expansion strategy and
execution of our business plan will depend to a significant extent upon the
efforts and abilities of our officers, Messrs Capra and Kasel. Our failure to
retain our officers or directors to attract and retain qualified personnel,
could adversely affect our operations and results. We do not currently carry
key-man life insurance on any of our officers. See “Management.”







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4 -





Neither
works for us on a full-time basis and each has other business
ventures





Neither Mr.
Capra or Kasel works for us on a full-time basis and each has other business
ventures. These other arrangements could create a potential conflict with
respect to allocation of time to our operations. Each of our officers and
directors is aware of their responsibilities with respect to us and plan to
operate our Company in such a manner as to minimize the effect of any potential
conflict.




Because
we are smaller and have fewer financial and other resources than many recycling
companies, we may not be able to successfully compete in the very competitive
recycling industry.




We believe that there is significant competition among existing recyclers of
computers and computer products. Our business faces competition from a number of
competitors that can recycle significantly greater volumes of computers and
computer products than we can or expect to and competitors that have the
financial and other resources that would enable them to expand their operations
rapidly if they chose to. These competitors may be able to achieve substantial
economies of scale and scope, thereby substantially reducing their fixed
production costs and their marginal costs. If these producers are able to
substantially reduce their marginal costs, we may be not be able to recycle and
produce products at a cost that allows us to operate profitably. Even if we are
able to operate profitably, these other competitors may be substantially more
profitable than us, which may make it more difficult for us to raise any
financing necessary for us to achieve our business plan and may have a
materially adverse effect on the market price of our common stock.





Risks
Related to an Investment in Our Common Stock




Our
common stock currently is illiquid, and there is no guarantee a trading market
will ever develop for our securities.




There is presently no
demand for our common stock. While our common stock trades in the Pink Sheets,
there is presently no substantial trading market for the shares being offered in
this prospectus. If no market is ever developed for our common stock, it will be
difficult for you to sell any shares you purchase. In such a case, you may find
that you are unable to achieve any benefit from your investment or liquidate
your shares without considerable delay, if at all.





The
over-the-counter market for stock such as ours has had extreme price and volume
fluctuations.




The securities of
companies such as ours have historically experienced extreme price and volume
fluctuations during certain periods. These broad market fluctuations and other
factors, such as new product developments and trends in the our industry and in
the investment markets generally, as well as economic conditions and quarterly
variations in our operational results, may have a negative effect on the market
price of our common stock.




Buying
low-priced penny stocks is very risky and speculative.




The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 jointly with spouse, or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker-dealer must make a suitability determination for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in the public
markets.







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5 -





Future
sales of common stock or other dilutive events may adversely affect prevailing
market prices for our common stock.




We are currently authorized to issue up to 50,000,000 shares of common stock, of
which 4,146,600 shares were issued and outstanding as of  May 31,
2008. Our board of directors has the authority, without further action or vote
of our stockholders, to issue any or all of the remaining authorized shares of
our common stock that are not reserved for issuance and to grant options or
other awards to purchase any or all of the shares remaining authorized. The
board may issue shares or grant options or awards relating to shares at a price
that reflects a discount from the then-current market price of our common stock.
The options and awards referred to above can be expected to include provisions
that require the issuance of increased numbers of shares of common stock upon
exercise or conversion in the event of stock splits, redemptions, mergers or
other transactions. The occurrence of any such event, the exercise of any of the
options or warrants described above and any other issuance of shares of common
stock will dilute the percentage ownership interests of our current stockholders
and may adversely affect the prevailing market price of our common
stock.




A
significant number of our shares will be eligible for sale, and their sale could
depress the market price of our common stock.




Sales
of a significant number of shares of our common stock in the public market could
harm the market price of our common stock. Virtually all shares of our common
stock may be offered from time to time in the open market, including the shares
offered pursuant to this prospectus. These sales may have a depressive effect on
the market for the shares of our common stock. Moreover, additional shares of
our common stock, including shares that have been issued in private placements,
may be sold from time to time in the open market pursuant to Rule 144. In
general, a person who has held restricted shares for a period of one year may,
upon filing with the SEC a notification on Form 144, sell into the market common
stock in an amount equal to the greater of 1% of the outstanding shares or the
average weekly number of shares sold in the last four weeks prior to such sale.
Such sales may be repeated at specified intervals.  Subject to satisfaction
of a two-year holding requirement, non-affiliates of an issuer may make sales
under Rule 144 without regard to the volume limitations and any of the
restricted shares may be sold by a non-affiliate after they have been held two
years. Sales of our common stock by our affiliates are subject to Rule
144.




Failure
to achieve and maintain effective internal controls in accordance with Section
404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on
our business and operating results. In addition, as a consequence of such
failure, current and potential stockholders could lose confidence in our
financial reporting, which could have an adverse effect on our stock
price.




Effective internal controls are necessary for us to provide reliable financial
reports and effectively prevent fraud. If we cannot provide reliable financial
reports or prevent fraud, we could be subject to regulatory action or other
litigation and our operating results could be harmed.




Commencing with our fiscal year beginning January 1, 2007, we
are required to document and test our internal control procedures in order to
satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which
requires our management to annually assess the effectiveness of our internal
controls over financial reporting and, commencing with the fiscal year beginning
January 1, 2007, our independent registered public accounting firm to report on
these assessments. In connection with their audit of our financial statements
for the fiscal year ended December 31, 2007, our independent accountants
notified us and our board of directors that they had identified significant
deficiencies that they considered material weaknesses in our internal controls.
The material weaknesses related to the financial reporting process and
segregation of duties. We have augmented and continue to augment our internal
controls procedures and expand our accounting staff, but there is no guarantee
that this effort will be adequate.




During the course of our testing, we may identify deficiencies which we
may not be able to remediate in time to meet the deadline imposed by the
Sarbanes-Oxley Act for compliance with the requirements of Section 404. In
addition, if we fail to maintain the adequacy of our internal accounting
controls, as such standards are modified, supplemented or amended from time to
time, we may not be able to ensure that we can conclude on an ongoing basis that
we have effective internal controls over financial reporting in accordance with
Section 404. Failure to achieve and maintain an effective internal control
environment could cause us to face regulatory action and also cause investors to
lose confidence in our reported financial information, either of which could
have an adverse effect on our stock price.







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Mr.
Capra has significant voting power and may take actions that may not be in the
best interest of all other stockholders.




Mr. Capra beneficially own approximately 74.5% of our currently
outstanding shares of common stock. Because of his holdings, he is able to exert
significant control over our management and affairs requiring stockholder
approval, including approval of significant corporate transactions. This
concentration of ownership may have the effect of delaying or preventing a
change in control and might adversely affect the market price of our common
stock. This concentration of ownership may not be in the best interests of all
our stockholders.




Investors
should not anticipate receiving cash dividends on our common stock.




We have never declared or paid any cash dividends or distributions on our
capital stock. We currently intend to retain our future earnings to support
operations and to finance expansion and, therefore, we do not anticipate paying
any cash dividends on our common stock in the foreseeable future.




We
may issue shares of preferred stock without stockholder approval that may
adversely affect your rights as a holder of our common stock.




Our certificate of incorporation authorizes us to issue up to 1,000,000
shares of “blank check” preferred stock with such designations, rights and
preferences as may be determined from time to time by our board of directors.
Accordingly, our board of directors is empowered, without stockholder approval,
to issue a series of preferred stock with rights to receive dividends and
distributions upon liquidation in preference to any dividends or distributions
upon liquidation to holders of our common stock and with conversion, redemption,
voting or other rights which could dilute the economic interest and voting
rights of our common stockholders. The issuance of preferred stock could also be
used as a method of discouraging, delaying or preventing a change in control of
our company or making removal of our management more difficult, which may not be
in your interest as holders of common stock.




Provisions
in our articles of incorporation and bylaws and under Colorado law could inhibit
a takeover at a premium price.




As
noted above, our articles of incorporation authorizes us to issue up to
1,000,000 shares of “blank check” preferred stock with such designations, rights
and preferences as may be determined from time to time by our board of
directors. Our bylaws limit who may call a special meeting of stockholders and
establish advance notice requirements for nominations for election to our board
of directors or for proposing matters that can be acted upon at stockholder
meetings. Each of these provisions may have the effect to discouraging, delaying
or preventing a change in control of our company or making removal of our
management more difficult, which may not be in your interest as holders of
common stock.





(b)
NARRATIVE DESCRIPTION OF THE BUSINESS




Our
History





We were incorporated in 2005 as a successor to an operation which began in 2002.
The predecessor company was a sole proprietorship, also known as “Recycle-Tech,”
owned by a former officer who is no longer involved with us. This company was in
the same business and is the predecessor to us. This company has been absorbed
into us and is no longer in existence.





On June 27, 2005, we filed with the Colorado Division of Securities, Denver,
Colorado, a Limited Registration Offering Statement under cover of Form RL
pursuant to the Colorado Securities Code, relating to a proposed offering of up
to 250,000 of our Common Shares. The Registration was declared effective by the
Division on July 27, 2005. The offering was closed on November 15, 2005. We
raised $67,300 and sold a total of 134,600 shares in the offering. As of May 31,
2008, there were 4,146,600 common shares issued and outstanding.







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7 -





Our
Business





Our business is to purchase, refurbish and market its computer and technology
products to the public. Our historic focus has been in the Denver, Colorado
metropolitan area. We have no plans to expand into any other areas. We are paid
to acquire used computer equipment and technology products, refurbish these
products, and resell them. At the present time, we have active operations. Our
primary customers are individuals and small businesses, We also market directly
to consumers through our store. At the present time, we have no plans to raise
any additional funds within the next twelve months. Any working capital will be
expected to be generated from internal operations. However, we reserve the right
to examine possible additional sources of funds, including, but not limited to,
equity or debt offerings, borrowings, or joint ventures. Limited market surveys
have never been conducted to determine demand for our products. Therefore, there
can be no assurance that any of our objectives will be achieved.





Most
sales are made at our retail location, which is located at our principal office
in Wheat Ridge, Colorado. We also have a web site, www.recycle-tech.com,
which is capable of sales. Our sole activities are to acquire used computer and
technology products from individuals and companies, to refurbish for resale, and
provided technical support on the sales. The type of equipment and technology
products range from computers to networking and communication equipment. We will
take any equipment or technology product which we believe can be resold.
Businesses and individuals customarily pay to have these products removed and
discarded.




We
are an organization which seeks to develop a defined niche in the computer
industry. We currently focus on providing low-cost hardware and service to
computer owners through the use of refurbished and reconditioned products. We do
not purchase computers. Our major suppliers are our customers.  We
used to pay to acquire these products.  We now charge the customer a
ten dollar fee drop off fee for each tower and monitor. Because we are now paid
to take these products, the more towers and monitors we receive from our
customers, the higher our gross profit on resale of these refurbished products.
Our advertising generates customers who need to dispose of these products. Our
plan is to sell them refurbished computers. In addition, we acquire supplies
from New Egg.com and Micro Center. We currently have no written contracts with
these companies, or anyone else. Our current gross profit margin is
approximately 82%.





Our typical cost of a recycled computer consists of the technician’s time to
refurbish the computer. Refurbishing consists of wiping the hard dive
clean, a full analysis of all systems including the motherboard, random access
memory, memory, connections, fans, batteries, clocks and a complete virus
scan.  We then reload the operating systems. We also offer the
customer an upgrade of memory and processing speed. We offer a 90-day guarantee
on all parts and labor.





We sell the refurbished equipment at substantial discounts to the price of
comparable new products. However, the equipment and technology products are
upgraded in capability and technology, so that they function in speed of
operation and memory storage comparably to new products.




We
also provide service for those products.  Originally, we planned to expand
our operations by adding additional products and services. However, our new
approach will be to continue to provide our current services and products but to
expand into the consumer market. Historically, we have focused only on small to
medium sized businesses. We will now also market to consumers and provide the
same products and services which we have provided to businesses.





(c)
OPERATIONS





We
currently operate out of one storefront location. In this location, we continue
to service a target market, which is a suburban and a medium to low income
demographic.  This location is suitable to us at the present time. We
do not plan to add other locations at this time. At the present time, we believe
that we can achieve profitable operations out of one store. We may expand to
other stores and geographical areas in the future, but have no definitive plans
to do so at this time.





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8 -








For the
fiscal years ended May 31, 2007 and 2008, our accountants have expressed doubt
about our ability to continue as a going concern as a history of losses and a
working capital deficit. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to generate revenues from the
sale of our products and services. Based upon current plans, we may incur
operating losses in future periods because we will be incurring expenses and not
generating sufficient revenues.  We cannot guarantee that we will be
successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues will cause
us to go out of business.




We
believe that we have enough working capital to operate for the next twelve
months.  If would require additional capital, Mr. Capra has agreed to
lend us sufficient funds over the next twelve months.





It should be noted, however, that we do
not have any extensive history of operations. To the extent that management
is unsuccessful in keeping expenses in line with income, failure to affect the
events and goals listed herein would result in a general failure of the
business. This would cause management to consider liquidation or
merger.




(d)
MARKETS





We
utilize the expertise and existing business relationships of our principal
officers to develop opportunities for us. Mr. Capra has substantial history
and contacts for developing marketing programs. Mr. Kasel has substantial
history and contacts in the information technology area.  Also, we
advertise in local newspapers. Operational decisions will be made solely by our
management.





(e)
RAW MATERIALS





The use
of raw materials is not a material factor in our operations at the present
time.





(f)
CUSTOMERS AND COMPETITION





Our business is highly competitive.
Generally, we see the market for refurbishing computers as comprised of numerous
small companies, none of whom have substantial, or dominant market share.
However, given our lack of history and limited capital, we believe that we will
be competing with numerous established companies having substantially greater
financial resources and experience than us. We believe that we can compete if we
can convince computer owners to leave their used computers with us, pay our drop
fee, and upgrade to a refurbished computer. Our principal method is to provide
free computer diagnostic analysis to potential customers.  The current
practice in the industry is to charge a fee for a computer diagnostic analysis.
We also attempt to provide more personalized and responsive service than our
competitors. At the present time. we see the market for such potential customers
as very large. However, we cannot guarantee that the potential market will
continue. Also, we cannot guarantee that we will ever be able to compete
successfully.





(g)
BACKLOG





At May
31, 2008, we had no backlogs.





(h)
EMPLOYEES





We
had one employees as of May 31, 2008, our President. Mr. Capra is a part-time
employee who devotes a minimum of forty hours per month to our
operations.





(i)
INTELLECTUAL PROPERTY RIGHTS AND PATENTS




We have no
intellectual property or patent applications pending.







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9 -





(j)
RESEARCH AND DEVELOPMENT




We have not
incurred any research and development costs since inception.




(k)
REGULATORY APPROVALS AND ENVIRONMENTAL LAWS




We
are not subject to material federal, state or local environmental laws and
regulations We also do not expect to incur material capital expenditures for
environmental controls in this or the succeeding fiscal year. We do not
have material environmental liabilities relating to contamination at or from our
facilities or at off-site locations where we have transported or arranged for
the disposal of hazardous substances.




(l) HOW
TO OBTAIN OUR SEC FILINGS





We file
annual, quarterly, and special reports, proxy statements, and other information
with the Securities Exchange Commission (SEC). Reports, proxy statements and
other information filed with the SEC can be inspected and copied at the public
reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such
material may also be accessed electronically by means of the SEC's website at
www.sec.gov.





Our investor relations department can
be contacted at our principal executive office located at6890 West 44th
Ave.# 3, Wheat Ridge, Colorado 80033. Our telephone number is (303)
539-9381.







ITEM
2. DESCRIPTION OF PROPERTY.





We occupy
office currently occupy a total of 650 square feet of office and retail space
which we rent from one of Mr. Capra’s companies. In fiscal year 2007 and part of
2008 we rented retail space at $425 per month plus costs under a lease expiring
on January 31, 2008. Beginning in February 2008 we began sharing retail space
under a lease taken out by one of Mr. Capra’s companies. We pay $90 per month
plus costs on a verbally agreed, month to month basis. The underlying lease
expires in September 2008, is non-cancellable and contains no renewal option.
This space is considered to be sufficient for us at the present time. We have no
plans to acquire additional space. Some equipment was acquired and leased with
the proceeds of our recent offering. Otherwise, we have no other property. We
believe that our facilities are in good working order and are sufficient to meet
our current requirements.







ITEM
3. LEGAL PROCEEDINGS.





We are
not a party to any material legal proceedings, nor is our property the subject
of any material legal proceeding.







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





We held
no shareholders meeting in the fourth quarter of our fiscal year.








PART
II







ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.





Holders





As of May 31, 2008, there were approximately 62 record holders of our common
stock and there were 4,146,600 shares of our common stock
outstanding.





-
10 -







Market
Information


Our
shares of common stock are dual quoted on the Pink Sheets and in the
Over-Counter Bulletin Board under the trading symbol RCYT. The shares became
trading on March 19, 2007, so there is no extensive history of trading. The
quotations reflect interdealer prices, without retail mark-up, mark-down or
commission, and may not represent actual transactions.


Periods
            High
      Bid
            Low
      BidMarch
      2008 to May 2008
            $0.25
            $0.10December
      2007 to February 2008
            $0.15
            $0.15September
      2007 to November 2007
            $0.78
            $0.25June
      2007 to August 2007
            $0.50
            $0.25March
      2007 to May 2007
            $0.50
            $0.25




Dividend
Policy




We have not
previously declared or paid any dividends on our common stock and do not
anticipate declaring any dividends in the foreseeable future. The payment of
dividends on our common stock is within the discretion of our board of
directors. We intend to retain any earnings for use in our operations and the
expansion of our business. Payment of dividends in the future will depend on our
future earnings, future capital needs and our operating and financial condition,
among other factors that our board of directors may deem relevant. We are not
under any contractual restriction as to our present or future ability to pay
dividends.




Equity
Compensation Plan Information




We have no outstanding stock
options or other equity compensation plans.





The Securities Enforcement and Penny
Stock Reform Act of 1990




The
Securities Enforcement and Penny Stock Reform Act of 1990 requires additional
disclosure and documentation related to the market for penny stock and for
trades in any stock defined as a penny stock. Unless we can acquire substantial
assets and trade at over $5.00 per share on the bid, it is more likely than not
that our securities, for some period of time, would be defined under that Act as
a "penny stock." As a result, those who trade in our securities may be required
to provide additional information related to their fitness to trade our shares.
These requirements present a substantial burden on any person or brokerage firm
who plans to trade our securities and would thereby make it unlikely that any
liquid trading market would ever result in our securities while the provisions
of this Act might be applicable to those securities.





Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.





The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the Commission, which:





-
            contains
      a description of the nature and level of risk in the market for penny
      stocks in both public offerings and secondary
  trading;





-
            contains
      a description of the broker's or dealer's duties to the
      customer  and of the rights and remedies available to the
      customer with respect to a  violation to such duties or other
      requirements of the Securities Act of  1934, as
      amended;





-
11 -









-
            contains
      a toll-free telephone number for inquiries on disciplinary
      actions;





-
            defines
      significant terms in the disclosure document or in the conduct of trading
      penny stocks; and





-
            contains
      such other information and is in such form (including language, type, size
      and format) as the Securities and Exchange Commission shall require by
      rule or regulation;





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:





-
            the
      bid and offer quotations for the penny
stock;


-
            the
      compensation of the broker-dealer and its salesperson in the
      transaction;


-
            the
      number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and


-
            monthly
      account statements showing the market value of each penny stock held in
      the customer's account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.




Stock
Transfer Agent





The
stock transfer agent for our securities is X-Pedited Transfer Corporation, of
Denver, Colorado.  Their address is 535 Sixteenth Street, Suite 810,
Denver, Colorado 80202.  Their phone number is (303) 573-1000.





Dividend
Policy





We
have not previously declared or paid any dividends on our common stock and do
not anticipate declaring any dividends in the foreseeable future. The payment of
dividends on our common stock is within the discretion of our board of
directors. We intend to retain any earnings for use in our operations and the
expansion of our business. Payment of dividends in the future will depend on our
future earnings, future capital needs and our operating and financial condition,
among other factors that our board of directors may deem relevant. We are not
under any contractual restriction as to our present or future ability to pay
dividends.







ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





This
Management’s Discussion and Analysis or Plan of Operation contains
forward-looking statements that involve future events, our future performance
and our expected future operations and actions. In some cases, you can identify
forward-looking statements by the use of words such as “may”, “will”, “should”,
“anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”,
“estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these
terms or other similar expressions. These forward-looking statements are only
our predictions and involve numerous assumptions, risks and uncertainties. Our
actual results or actions may differ materially from these forward-looking
statements for many reasons, including, but not limited to, the matters
discussed in this report under the caption “Risk Factors”. We urge you not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this prospectus. We undertake no obligation to publicly update any
forward looking-statements, whether as a result of new information, future
events or otherwise.





-
12 -








The following discussion of our financial condition and results of operations
should be read in conjunction with our financial statements and the related
notes included in this report.




Results
of Operations




We
are an organization which seeks to develop a defined niche in the computer
industry. We currently focus on providing low-cost hardware and service to
individuals and business computer owners through the use of refurbished and
reconditioned products. We also provide service for those products. Originally,
we planned to expand our operations by adding additional products and services.
However, our new approach will be to continue to provide our current services
and products but to expand into the consumer market. Historically, we have
focused only on small to medium sized businesses. We will now also market to
consumers and provide the same products and services which we have provided to
businesses.





We
currently operate out of one storefront location. In this location, we continue
to service a target market, which is a suburban and a medium to low income
demographic.  This location is suitable to us at the present time. We
do not plan to add other locations at this time. At the present time, we believe
that we can achieve profitable operations out of one store. We may expand to
other stores and geographical areas in the future, but have no definitive plans
to do so at this time.




For the
fiscal years ended May 31, 2007 and 2008, our accountants have expressed doubt
about our ability to continue as a going concern as a history of losses and a
working capital deficit. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to generate revenues from the
sale of our products and services. Based upon current plans, we may incur
operating losses in future periods because we will be incurring expenses and not
generating sufficient revenues.  We cannot guarantee that we will be
successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues will cause
us to go out of business.




We have
had sales of  $20,646 for the twelve months ended May 31, 2008,
compared to sales of $80,010 for the twelve months ended May 31,
2007.  Our sales have decreased in the most recent period because,
although we have made an effort to market our products and services and continue
to do so, the weak economy has had an impact on us. We market by handing out
flyers and placing limited advertising in local papers. We provide free computer
diagnostic analysis to potential customers, while none of our competitors do
so.  We believe that these marketing efforts have been successful and
plan to continue to use them. We anticipate that we will continue to see
increased sales throughout the remainder of the year because we believe that we
are seeing a strong demand for our products and services. We believe that there
is a niche in the computer industry for refurbished and reconditioned products
and for servicing those products and that the market responds to our marketing
efforts. Our primary customers are individuals and small businesses,. We also
market directly to consumers through our store.  We do not believe
that we are materially affected by certain consumers’ desire for new and faster
computers because we believe that there is a segment of the population which is
a candidate for the purchase of refurbished and reconditioned products. This is
a relatively a new industry with numerous small operations which are
inconsistent with products and services.  There are no major
competitors. We plan to emphasize our professionalism and consistency to grow
our operations.




We have
had cost of goods sold of $6,758 for the twelve months ended May 31,
2008,compared to cost of goods sold  of $13,413 for the twelve months
ended May 31, 2007. Our cost of goods consist of acquisition costs of used
computer and peripheral products, as well as all other costs such as freight,
inspection, receiving and warehousing costs, refurbishing costs, and costs of
technical support services.  Our cost of goods sold was relatively the
same, although our sales decreased significantly. In the fiscal year ended May
31, 2008, we had revenues because our special project for a Best Western hotel
concluded and has not been replaced.





We have
had gross profit of $13,888 (approximately 67.2% of sales) for the twelve months
ended May 31, 2008. We had gross profit of $66,597 (approximately 83.2% of
sales) for the twelve months ended May 31, 2007. Our gross profit significantly
decreased between these reporting periods. However, we hope to maintain our
gross profit margin at around 80% of sales as we increase our
sales.







-
13 -








We have had
operating expenses of $59,899 for the twelve months ended May 31, 2008,,compared
to operating expenses of $85,995 for the twelve months ended May 31, 2007. Our
operating expenses are comprised primarily of general and administrative
expenses. The primary components of general and administrative expenses are
professional fees, salaries and benefits, and secondarily, the expenses of our
corporate office. The decrease in operating expenses is directly related to the
decrease in salaries and professional fees in 2008.





We had net losses for all of our reporting periods. We had a net loss of $54,611
for the twelve months ended May 31, 2008,compared to a net loss of $20,630 for
the twelve months ended May 31, 2007. The size of our net losses in 2008 were
directly attributable to lower revenues, although our general and administrative
expenses decreased.  Our net loss increased in 2008 because we were
not able to significantly increase sales.  We believe that our
profitability will be directly attributable to our development of revenues. Our
general and administrative expenses will be relatively fixed. We are going to
try to keep our costs of goods at approximately 80% of sales by taking advantage
of every opportunity to receive discounts on product from
manufacturers.





To the extent that we can sufficiently
increase our revenues, we should be able to achieve profitability. If we cannot
increase revenues, we make look at other alternatives, including an acquisition
or merger. We do not know when we will be profitable. Given the uncertainties of
our business operations, we cannot assure you that we will show profitable
results at any time.




Liquidity
and Capital Resources




As
of May 31, 2008, we had cash and cash equivalents totaling $959.





We
had net cash used in operating activities of $36,754 for the twelve months ended
May 31, 2008, compared to net cash used for operating activities of $1,604 for
the twelve months ended May 31, 2007.





In
2007, our investing activities consisted of the purchase of various items of
office equipment for $2,368. Otherwise, we had no investing activities during
the relevant periods.




We
had net cash provided by financing activities of $36,000 for the twelve months
ended May 31, 2008. We had net cash provided by financing activities of
$5,500 for the twelve months ended May 31, 2007, which  was related to
the issuance of common stock. Our financing activities in 2008 were all provided
by advances from Mr. Capra.





As of May
31, 2008, we owed our shareholder and President, Mr. Capra, a total of $31,000
for a loan, not including accrued interest at a rate of 6%-18% interest. A
total of $16,000 of this loan is secured by our assets. In addition, Mr. Capra
has made trade accounts financing available to us in the form of a note secured
by all of our assets and payable upon demand. The outstanding principal balance
on the note was $22,419 at May 31, 2008.  All of the loans from Mr.
Capra and the shareholder are under oral agreements, payable upon
demand.





We do not anticipate significant capital expenditures and investments over the
next 12 months. We may use additional loans from Mr. Capra and cash on hand to
fund corporate overhead.




At the present time, except for Mr.
Capra, we have no commitments for any additional financing, and there can be no
assurance that, if needed, additional capital will be available to use on
commercially acceptable terms or at all. Our failure to raise capital as needed
would significantly restrict our growth and hinder out ability to compete. We
may need to curtail expenses and forgo business opportunities. Additional equity
financings are likely to be dilutive to holders of our common stock and debt
financing, if available, may involve significant payment obligation and
covenants that restrict how we operate our business.




Management
continues to assess our capital resources in relation to our ability to fund
continued operations on an ongoing basis.  As such, management may
seek to access the capital markets to raise additional capital through the
issuance of additional equity, debt or a combination of both in order to fund
our operations and continued growth.







-
14 -








Off-Balance Sheet
Arrangements




We have not entered into any
transactions with unconsolidated entities in which we have financial guarantees,
subordinated retained interests, derivative instruments or other contingent
arrangements that expose us to material continuing risks, contingent liabilities
or any other obligations under a variable interest in an unconsolidated entity
that provides us with financing, liquidity, market risk or credit risk
support.




Critical
Accounting Policies





Our discussion and analysis of results
of operations and financial condition are based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
consolidated financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. We evaluate our
estimates on an ongoing basis, including those related to provisions for
uncollectible accounts receivable, inventories, valuation of intangible assets
and contingencies and litigation. We base our estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.




The accounting policies that we follow
are set forth in Note 1 to our financial statements as included in this
prospectus. These accounting policies conform to accounting principles generally
accepted in the United States, and have been consistently applied in the
preparation of the financial statements.




Recently
Issued Accounting Pronouncements




In
December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 123R "Share Based Payment." This
statement is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and its related implementation guidance. SFAS No. 123R addresses all
forms of share based payment ("SBP") awards including shares issued under
employee stock purchase plans, stock options, restricted stock and stock
appreciation rights. Under SFAS No. 123R, SBP awards result in a cost that will
be measured at fair value on the awards' grant date, based on the estimated
number of awards that are expected to vest. This statement is effective for
public entities that file as small business issuers, as of the beginning of the
first interim or annual reporting period that begins after December 15, 2005. We
adopted this pronouncement during the first quarter of 2005.





In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets
- An Amendment of APB Opinion No. 29. The amendments made by SFAS No. 153 are
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged. Further, the amendments
eliminate the narrow exception for non-monetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of non-monetary
assets that do not have "commercial substance." SFAS No. 153 is effective for
non-monetary asset exchanges occurring in fiscal periods beginning after June
15, 2005. The adoption of SFAS No. 153 on its effective date did not have a
material effect on our consolidated financial statements.





In March 2005, the FASB issued Financial Interpretation No. 47,
"Accounting for Conditional Asset Retirement Obligations - an Interpretation of
FASB Statement No. 143", which specifies the accounting treatment for
obligations associated with the sale or disposal of an asset when there are
legal requirements attendant to such a disposition. We adopted this
pronouncement in 2005, as required, but there was no impact as there are no
legal obligations associated with the future sale or disposal of any
assets.





In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections — A Replacement of APB Opinion No. 20 and SFAS Statement No. 3".
SFAS No. 154 changes the requirements for the accounting and reporting of a
change in accounting principle by requiring retrospective application to prior
periods' financial statements of the change in accounting principle, unless it
is impracticable to do so. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005. We
do not expect the adoption of SFAS No. 154 to have any impact on our
consolidated financial statements.





-
15 -











Seasonality





We do not
expect our revenues to be impacted by seasonal demands for our
services.





ITEM
7. FINANCIAL STATEMENTS.











FINANCIAL
STATEMENTS





with





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

















-
16 -














RECYCLE
TECH, INC.





FINANCIAL
STATEMENTS





May
31, 2007 and 2008










TABLE
OF CONTENTS








PageREPORT
      OF INDEPENDENT REGISTEREDPUBLIC
      ACCOUNTING FIRM
            F-1FINANCIAL
      STATEMENTSBalance sheets
            F-2Statements of
      operations
            F-3Statements of stockholders’
      equity
            F-4Statements of cash
      flows
            F-5Notes to financial
      statements
            F-7





- 17
-


RONALD R.
CHADWICK, P.C.


Certified
Public Accountant


2851
South Parker Road, Suite 720


Aurora,
Colorado  80014


Telephone
(303)306-1967


Fax
(303)306-1944














REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








Board of
Directors


Recycle
Tech, Inc.


Wheatridge,
Colorado





I have
audited the accompanying balance sheets of Recycle Tech, Inc. as of May 31, 2007
and 2008, and the related statements of operations, stockholders' equity and
cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.





I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I 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.  I believe that my audit provides a
reasonable basis for my opinion.





In my
opinion, the financial statements referred to above present fairly, in all
material  respects, the financial position of Recycle Tech, Inc. as of
May 31, 2007 and 2008, and the results of its operations and its cash flows for
the years then ended 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 7 to the financial
statements the Company has suffered recurring losses from operations and has
a working capital deficitthat raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 7. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.








Aurora, Colorado
            /s/ Ronald R. Chadwick, P.C.August 19, 2008
            RONALD R. CHADWICK, P.C.






F
- 1





RECYCLE
TECH, INC.


BALANCE
SHEETS





May
      31, 2007
                  
                  
                  May
      31, 2008ASSETSCurrent
      assetsCash
                  
                  $
                  1,713
                  
                  
                  $
                  959Inventory
                  
                  
                  740
                  
                  
                  
                  655Total current
      assets
                  
                  
                  2,453
                  
                  
                  
                  1,614Fixed
      assets
                  
                  
                  2,618
                  
                  
                  
                  2,618Less
      accumulated depreciation
                  
                  
                  (518
                  )
                  
                  
                  (1,042
                  )Other
      assets
                  
                  
                  243
                  
                  
                  
                  712,343
                  
                  
                  
                  1,647Total
      Assets
                  
                  $
                  4,796
                  
                  
                  $
                  3,261LIABILITIES
      & STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
                  
                  $
                  789
                  
                  
                  $
                  162Advances
      - related party
                  
                  
                  17,993
                  
                  
                  
                  22,419Notes
      payable
                  
                  
                  
                  
                  
                  
                  10,000Notes
      payable - related party
                  
                  
                  2,500
                  
                  
                  
                  33,500Interest
      payable
                  
                  
                  660
                  
                  
                  
                  2,937Total current
      liabilties
                  
                  
                  21,942
                  
                  
                  
                  69,018Total
      Liabilities
                  
                  
                  21,942
                  
                  
                  
                  69,018Stockholders'
      EquityPreferred
      stock, $.10 par value;1,000,000
      shares authorized;No
      shares issued & outstanding
                  
                  
                  -
                  
                  
                  
                  -Common
      stock, $.001 par value;50,000,000
      shares authorized;4,146,600
      shares issued&
      outstanding
                  
                  
                  4,147
                  
                  
                  
                  4,147Additional
      paid in capital
                  
                  
                  45,153
                  
                  
                  
                  51,153Accumulated
      deficit
                  
                  
                  (66,446
                  )
                  
                  
                  (121,057
                  )Total
      Stockholders' Equity
                  
                  
                  (17,146
                  )
                  
                  
                  (65,757
                  )Total
      Liabilities and Stockholders' Equity
                  
                  $
                  4,796
                  
                  
                  $
                  3,261




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




F
- 2





RECYCLE
TECH, INC.


STATEMENTS
OF OPERATIONS


Year
      Ended
              
              
              Year
      EndedMay
      31, 2007
              
              
              May
      31, 2008Sales
      - net of returns
              
              $
              80,010
              
              
              $
              20,646Cost
      of goods sold
              
              
              13,413
              
              
              
              6,758Gross
      profit
              
              
              66,597
              
              
              
              13,888Operating
      expenses:Amortization
      & depreciation
              
              
              464
              
              
              
              524General
      and administrative
              
              
              85,531
              
              
              
              59,37585,995
              
              
              
              59,899Income
      (loss) from operations
              
              
              (19,398
              )
              
              
              (46,011
              )Other
      income (expense):Interest
      expense
              
              
              (1,232
              )
              
              
              (8,600
              )(1,232
              )
              
              
              (8,600
              )Income
      (loss) beforeprovision
      for income taxes
              
              
              (20,630
              )
              
              
              (54,611
              )Provision
      for income tax
              
              
              -
              
              
              
              -Net
      income (loss)
              
              $
              (20,630
              )
              
              $
              (54,611
              )Net
      income (loss) per share(Basic
      and fully diluted)
              
              $
              (0.00
              )
              
              $
              (0.01
              )Weighted
      average number ofcommon
      shares outstanding
              
              
              4,136,600
              
              
              
              4,146,000
 The
accompanying notes are an integral part of the financial
statements.


F
- 3


RECYCLE
TECH, INC.
 STATEMENTS
OF STOCKHOLDERS' EQUITY










Common
      Stock
            
            
            
            
            
            
            
            
            Stock-Amount
            
            
            Paid
      in
            
            
            Accumulated
            
            
            holders'Shares
            
            
            ($.001
      Par)
            
            
            Capital
            
            
            Deficit
            
            
            Equity(As
      Restated)
            
            
            (As
      Restated)
            
            
            (As
      Restated)
            
            
            (As
      Restated)
            
            
            (As
      Restated)Balances
      at May 31, 2006
            
            
            4,134,600
            
            
            $
            4,135
            
            
            $
            33,165
            
            
            $
            (45,816
            )
            
            $
            (8,516
            )Sales
      of common stock
            
            
            12,000
            
            
            
            12
            
            
            
            5,988
            
            
            
            
            
            
            
            6,000Donated
      services - officer
            
            
            
            
            
            
            
            
            
            
            6,000
            
            
            
            
            
            
            
            6,000Net
      income (loss) for the period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (20,630
            )
            
            
            (20,630
            )Balances
      at May 31, 2007
            
            
            4,146,600
            
            
            $
            4,147
            
            
            $
            45,153
            
            
            $
            (66,446
            )
            
            $
            (17,146
            )Donated
      services - officer
            
            
            
            
            
            
            
            
            
            
            6,000
            
            
            
            
            
            
            
            6,000Net
      income (loss) for the period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (54,611
            )
            
            
            (54,611
            )Balances
      at May 31, 2008
            
            
            4,146,600
            
            
            $
            4,147
            
            
            $
            51,153
            
            
            $
            (121,057
            )
            
            $
            (65,757
            )




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


F
- 4





RECYCLE
TECH, INC.
 STATEMENTS
OF CASH FLOWS







Year
      Ended
            
            
            Year
      EndedMay
      31, 2007
            
            
            May
      31, 2008Cash
      Flows From Operating Activities:Net
      income (loss)
            
            $
            (20,630
            )
            
            $
            (54,611
            )Adjustments
      to reconcile net loss tonet
      cash provided by (used for)operating
      activities:Amortization
      & depreciation
            
            
            464
            
            
            
            524Donated
      services
            
            
            6,000
            
            
            
            6,000Inventory
            
            
            2,006
            
            
            
            85Accrued
      payables
            
            
            907
            
            
            
            7,310Advances
      - related party
            
            
            9,467
            
            
            
            3,766Other
      assets
            
            
            182
            
            
            
            172Net cash provided by (used
      for)operating
      activities
            
            
            (1,604
            )
            
            
            (36,754
            )Cash
      Flows From Investing Activities:Fixed
      assets
            
            
            (2,368
            )
            
            
            -Net
      cash provided by (used for)investing
      activities
            
            
            (2,368
            )
            
            
            -




(Continued
On Following Page)





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


F
- 5


RECYCLE
TECH, INC.
 STATEMENTS
OF CASH FLOWS










(Continued
From Previous Page)





Year
      Ended
            
            
            Year
      EndedMay
      31, 2007
            
            
            May
      31, 2008Cash
      Flows From Financing Activities:Notes
      payable - borrowings
            
            
            
            
            
            36,000Notes
      payable - payments
            
            
            (500
            )Issuance
      of common stock
            
            
            6,000Net cash provided by (used
      for)financing
      activities
            
            
            5,500
            
            
            
            36,000Net
      Increase (Decrease) In Cash
            
            
            1,528
            
            
            
            (754
            )Cash
      At The Beginning Of The Period
            
            
            185
            
            
            
            1,713Cash
      At The End Of The Period
            
            $
            1,713
            
            
            $
            959Schedule Of Non-Cash
      Investing And Financing ActivitiesSupplemental
      DisclosureCash
      paid for interest
            
            $
            505
            
            
            $
            318Cash
      paid for income taxes
            
            $
            -
            
            
            $
            -




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


F
- 6


RECYCLE
TECH, INC.


NOTES
TO FINANCIAL STATEMENTS


May
31, 2007 and 2008








NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





Recycle
Tech, Inc. (the “Company”), was incorporated in the State of Colorado on May 3,
2005. The Company sells computer hardware and consulting services to a customer
base of businesses and individuals.





Use of
Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.





Cash and cash
equivalents





The
Company considers all highly liquid investments with an original maturity of
nine months or less as cash equivalents.





Accounts
receivable





The
Company reviews accounts receivable periodically for collectability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary. At May 31, 2007 and 2008 the Company had no balance in its
allowance for doubtful accounts.





Property and
equipment





Property
and equipment are recorded at cost and depreciated under accelerated or straight
line methods over each item's estimated useful life.





Inventories





Inventories,
consisting of used computer hardware, are stated at the lower of cost or market
(first-in, first-out method). Costs capitalized to inventory include the
purchase price, transportation costs, and any other expenditures incurred in
bringing the goods to the point of sale and putting them in saleable condition.
Costs of good sold include those expenditures capitalized to
inventory.





General and administrative
expenses





General
and administrative expenses, as set forth in the statements of operations,
include expenditures for advertising, labor, professional fees, rent, utilities
and supplies.


F
- 7


RECYCLE
TECH, INC.


NOTES
TO FINANCIAL STATEMENTS


May
31, 2007 and 2008







NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES  (Continued):





Revenue
recognition





Revenue
is recognized on an accrual basis as earned under contract terms. Specifically,
revenue from product sales is recognized when delivery occurs, and service
revenue when services are rendered. Sales returns and allowances are recorded as
estimated based on percentage past return experience, and reviewed and recorded
periodically, generally on a quarterly basis. Warranty liability is also
estimated periodically based on factors such as past warranty expense experience
and supplier warranty coverage.





Advertising
costs





Advertising
costs are expensed as incurred. The Company had advertising costs in 2007 and
2008 of $2,531 and $3,117.





Income
tax





The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.





Net income (loss) per
share





The net
income (loss) per share is computed by dividing the net income (loss) by the
weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.





Financial
Instruments





The
carrying value of the Company’s financial instruments, as reported in the
accompanying balance sheets, approximates fair value.





Fiscal
Year





The
Company employs a fiscal year ending May 31.





F
- 8





RECYCLE
TECH, INC.


NOTES
TO FINANCIAL STATEMENTS


May
31, 2007 and 2008







NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):





Long-Lived
Assets





In
accordance with Statement of Financial Accounting Standard 144 “Accounting for
the Impairment or Disposal of Long-Lived Assets”, the Company regularly reviews
the carrying value of intangible and other long-lived assets for the existence
of facts or circumstances, both internally and externally, that may suggest
impairment. If impairment testing indicates a lack of recoverability, an
impairment loss is recognized by the Company if the carrying amount of a
long-lived asset exceeds its fair value.





Products and services,
geographic areas and major customers





The
Company earns revenue from the sale of computer hardware and consulting
services, but does not separate sales of different product lines into operating
segments. All sales each year were domestic and to external
customers.








NOTE
2. RELATED PARTY TRANSACTIONS





Certain
Company trade accounts payable are financed by a Company officer through
personal borrowing. Amounts due the officer under this arrangement were $17,993
and $22,419 at May 31, 2007 and 2008.








NOTE
3. NOTES PAYABLE





The
Company at May 31, 2007 had a note payable to a Company officer of $2,500,
bearing interest at 18% per annum escalating to 24% if late, secured by all
Company assets and payable upon demand. At May 31, 2008 the Company had notes
payable outstanding to related parties of $31,000, bearing interest from 6% -
18% per annum with escalations for late payment, with $16,000 of the notes
secured by Company assets and $15,000 unsecured, and with all notes due on
demand.





The
Company in fiscal year 2008 borrowed cash of $22,500 under notes payable with
face amounts of $27,500. The difference between the face amount of the notes and
the cash received, $5,000, was expensed to interest on the date of borrowing as
the notes are due on demand.





Total
interest expense in fiscal year 2007 and 2008 under all notes payable was $510
and $7,277, with accrued interest payable at May 31, 2007 and 2008 of $660 and
$2,937. Total required note principal payments in fiscal year 2009 are
$43,500.


F
- 9


RECYCLE
TECH, INC.


NOTES
TO FINANCIAL STATEMENTS


May
31, 2007 and 2008, and November 30, 2007 (Unaudited)







NOTE
4. INCOME TAXES





Deferred
income taxes arise from the temporary differences between financial statement
and income tax recognition of net operating losses. These loss carryovers are
limited under the Internal Revenue Code should a significant change in ownership
occur.





At May
31, 2007 and 2008 the Company had net operating loss carryforwards of
approximately $54,000 and $100,000 which begin to expire in 2025. The deferred
tax asset of $10,887 and $20,606 created by the net operating losses has been
offset by a 100% valuation allowance. The change in the valuation allowance in
2007 and 2008 was $2,924 and $9,719.








NOTE
5. FIXED ASSETS





Fixed
asset values recorded at cost are as follows:





May
      31,
            
            
            May
      31,2007
            
            
            2008Office
      equip. and furniture
            
            $
            2,542
            
            
            $
            2,542Signs
            
            
            76
            
            
            
            762,618
            
            
            
            2,618Less
      accumulated depreciation
            
            
            (518
            )
            
            
            (1,042
            )Total
            
            $
            2,100
            
            
            $
            1,576




Depreciation
expense for the years ended May 31, 2007 and 2008 was $464 and
$524.





NOTE
6. LEASE COMMITMENT





In fiscal
year 2007 and part of 2008 the Company rented retail space at $425 per month
plus costs under a lease expiring on January 31, 2008. Beginning in February
2008 the Company began sharing retail space under a lease taken out by a related
party company. Recycle Tech, Inc. pays the related party company $90 per month
plus costs on a verbally agreed, month to month basis. The underlying lease
expires in September 2008, is non-cancellable and contains no renewal option.
Rent expense for the years ended May 31, 2007 and 2008 was $6,317 and
$4,092.







NOTE
7. GOING CONCERN





The
Company has suffered recurring losses from operations and has a large working
capital deficit. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. The Company may raise additional capital
through the sale of its equity securities, through offerings of debt securities,
or through borrowings from financial institutions. Management believes that
actions presently being taken to obtain additional funding provide the
opportunity for the Company to continue as a going concern.









F
- 10






ITEM
8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.





We did
not have any disagreements on accounting and financial disclosures with our
present accounting firm during the reporting period.








ITEM
8A. CONTROLS AND PROCEDURES.





Evaluation
of Disclosure Controls and Procedures





As of the
end of the period covered by this annual report on Form 10-KSB, we evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
and 15d-15(e)). That evaluation was performed under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer. Based on that evaluation, our Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting him to material information required to be included in its periodic SEC
filings.





Changes
in Internal Control over Financial Reporting





We have
made no significant change in our internal control over financial reporting
during the most recent fiscal quarter covered by this annual report on Form
10-KSB that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.








ITEM
8B. OTHER INFORMATION.





Nothing
to report.








PART
III





ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE   WITH SECTION 16(a) OF THE EXCHANGE ACT.





Directors
and Executive Officers





The
following table sets forth information regarding the members of our board of
directors and our executive officers.





Name
            Age
            PositionBruce
      A. Capra
            54
            President
      and DirectorRaymond
      Kasel
            30
            Secretary-Treasurer








-
18 -







Mr.
Capra has served as a Director of us since our inception and President since
December, 2005. He was also Secretary-Treasurer from December, 2005 to June,
2007. He was also the Chief Financial Officer and on the Board of Directors of
Nicklebys.com, a public company and served in this position from 2000 until
April, 2007. He was the founder and served as the President, a director and the
sole owner of Nickelby’s Auction Gallery, an auction liquidation company
specializing in fine art, antiques and collectibles, from 1992 through 1999,
which was a predecessor of  Nicklebys.com. He was employed from 1988 until
1999, as the General Manager and the Director of Sales, Marketing and
Advertising for American Design, Ltd., an Aurora, Colorado, corporation
specializing in the publication of fine art. Mr. Capra founded and served as the
President, from 1981 until the sale of the business in 1988, of Image Tech Inc.,
Denver, Colorado, a fine art serigraph printing company specializing in printing
and publishing fine art and commercial signage. Prior to that time, from 1979
through 1982, he owned and operated1 The Mushroom Gallery, Ltd., an art gallery
located in Denver, Colorado. Mr. Capra attended Missouri Auction School in 1988
and is a licensed auctioneer in the states of , Colorado, Nevada and Texas. He
is also a certified personal property appraiser and a member of the Certified
Appraisers Guild of America. He devotes a minimum of forty hours per month
to our operations.





Mr.
Kasel has served as Secretary-Treasurer since June, 2007. From 2001 to the
present, he has also been the owner of Kasel Design Group, LLC, a private
company which engages in computer systems consulting. From 2007 to the present,
he has also been a Senior Program Analyst in computer systems with the
University of Colorado Health Sciences Center. From 2005 to 2007, he held a
similar position with National Jewish Medical and Research Center, in Denver,
Colorado. Mr. Kasel has also been a computer information systems instructor from
2001 to the present at the Community College of Denver. From 2001 to 2005, he
was Director of Operations of Kasel Associated Industries, a private information
systems company which he owned. From 2001 to 2002, he was an applications
developer with First Data Corporation. Mr. Kasel holds a bachelor’s degree in
Information Systems Security from ITT Technical Institute and an associate’s
degree in Applied Science/Programming from Community College of Denver. He will
devote minimum of ten hours per month to carry out his
responsibilities.





The Company's Director will serve in
such capacity until the next annual meeting of the Company's shareholders and
until his successor has been elected and qualified. The officers serve at the
discretion of the Company's Director. There are no arrangements or
understandings between any of the directors or officers of the Company or any
other person pursuant to which any officer or director was or is to be selected
as an officer or director.




Family
Relationships




Mr. Kasel is the son-in-law of Mr. Capra. Otherwise, there are no family
relationships among our directors and executive officers. No director or
executive officer has been a director or executive officer of any business which
has filed a bankruptcy petition or had a bankruptcy petition filed against it.
No director or executive officer has been convicted of a criminal offense within
the past five years or is the subject of a pending criminal proceeding. No
director or executive officer has been the subject of any order, judgment or
decree of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities. No director or officer has been found by a court to have
violated a federal or state securities or commodities law.





Section 16(a)
Beneficial Ownership Reporting Compliance





Section 16(a)
of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and
directors and persons owning more than ten percent of the Common Stock, to file
initial reports of ownership and changes in ownership with the Securities and
Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-B
under the 34 Act requires us to identify in its Form 10-KSB and proxy statement
those individuals for whom one of the above referenced reports was not filed on
a timely basis during the most recent year or prior years. We have nothing to
report in this regard.




Code
of Ethics





Our Board
of directors has not adopted a code of ethics but plans to do so in the
future.








-
19 -





Options/SAR
Grants and Fiscal Year End Option Exercises and Values





We have
not had a stock option plan or other similar incentive compensation plan for
officers, directors and employees, and no stock options, restricted stock or SAR
grants were granted or were outstanding at any time.







Item
10. EXECUTIVE COMPENSATION





None
of our officers or director received or was entitled to receive remuneration in
excess of $100,000 for the fiscal years ended May 31, 2008, 2007, or
2006.




SUMMARY
COMPENSATION TABLE




Name
      & Principal Position
            Year
            
            Salary
      ($)
            
            Bonus
      ($)
            
            Stock
      Awards ($)
            Option
      Awards ($)
            Non-Equity
      Incentive Plan Compensation ($)
            Nonqualified
      Deferred Compensation Earnings ($)
            All
      Other Compensation ($)
            Total
      ($)Bruce
      A. Capra
            2008
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-Chief
      Executive
            2007
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-Officer
            
            2006
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-




Compensation
of Directors




None
of our directors received or were entitled to receive remuneration for the
fiscal years ended May  31, 2008, 2007, or 2005.




Name
            
            Fees
      Earned or Paid in Cash ($)
            Stock
      Awards ($)
            Option
      Awards ($)
            Non-Equity
      Incentive Plan Compensation ($)
            Nonqualified
      Deferred Compensation Earnings ($)
            All
      Other Compensation ($)
            Total
      ($)Bruce
      Capra
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-Raymond
      Kasel
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            -0-




We
reimburse our executives for all necessary and customary business related
expenses. We have no plans or agreements which provide health care, insurance or
compensation on the event of termination of employment or change in our
control.




Our
officers and director anticipate that our business plan can be implemented by
their collectively devoting approximately twenty hours per month to our business
affairs. Consequently, conflicts of interest may arise with respect to the
limited time commitment of such directors. These officers will use their best
judgments to resolve all such conflicts.








-
20 -






ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.





As of May
31, 2008, a total of 4,146,600 shares were issued and outstanding. The following
table sets forth information regarding the number of shares of our common stock
beneficially owned as of May 31, 2008:




l
            each
      person who is known by us to beneficially own 5% or more of our common
      stock;




l
            each
      of our directors and executive officers;
and




l
            all
      of our directors and executive officers, as a
  group.




Name
      and AddressBeneficial
            
            No.
      of
            
            PercentageOwner
            
            Common
      Shares
            
            of
      Ownership(1)(2)Bruce
      A. Capra(3)
            
            
            3,304,200
            
            
            79.7
            %6890
      West 44th # 3 Ave.Wheat
      Ridge, Colorado 80033Raymond
      Kasel(4)
            
            
            200
            
            
            0.0001
            %6890
      West 44th # 3Ave.Denver,
      Colorado 80033Blockacre
      Enterprises, LLC(5)
            
            
            316,000
            
            
            7.6
            %10718
      East Crestridge Circle.Englewood,
      Colorado 80111All
      Officers and
            
            
            3,304,400
            
            
            79.7
            %Directors
      as a Group
              (two
      persons)


_________________





(1)
            All
      ownership is beneficial and of record, unless indicated
      otherwise.





(2)
            Beneficial
      owners listed above have sole voting and investment power with respect to
      the shares shown, unless otherwise
indicated.





(3)
            Does
      not include 700 shares owned by the adult children of Mr. Capra and 200
      shares owned by Mr. Capra’s mother, for which he disclaims beneficial
      ownership as to all shares.




(4)
            Shares
      are owned of record by Mr. Kasel’s wife, who is the adult daughter of Mr.
      Capra, for which he disclaims beneficial
  ownership.




(5)
            Includes
      275,000 shares owned of record. A total of 41,000 shares owned in the name
      of Mr. Keith Block. Blockacre Enterprises, LLC. is owned by the wife of
      Mr. Block, who is also the Manager of the limited liability
      company.










-
21 -







ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





As of May
31, 2008, we owed our shareholder and President, Mr. Capra, a total of $31,000
for a loan, not including accrued interest at a rate of 6%-18% interest. A
total of $16,000 of this loan is secured by our assets. In addition, Mr. Capra
has made trade accounts financing available to us in the form of a note secured
by all of our assets and payable upon demand. The outstanding principal balance
on the note was $22,419 at May 31, 2008.  All of the loans from Mr.
Capra and the shareholder are under oral agreements, payable upon
demand.





We occupy
office currently occupy a total of 650 square feet of office and retail space
which we rent from one of Mr. Capra’s companies. In fiscal year 2007 and part of
2008 we rented retail space at $425 per month plus costs under a lease expiring
on January 31, 2008. Beginning in February 2008 we began sharing retail space
under a lease taken out by one of Mr. Capra’s companies. We pay $90 per month
plus costs on a verbally agreed, month to month basis. The underlying lease
expires in September 2008, is non-cancellable and contains no renewal
option.





It was not
possible to enter into these transactions as arms length, since Mr. Capra
controls us and our board of directors. However, given our lack of potential
collateral and operating history, it is unlikely that anyone unaffiliated with
us would have been interested in advancing funds to us at any price. Therefore,
Mr. Capra attempted to structure a transaction which would be as equivalent as
possible to his cost of funds. There are no written agreements in connection
with the advance of the funds.






ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K.





The
following financial information is filed as part of this report:





(a)   (1)
FINANCIAL STATEMENTS





(2)
SCHEDULES





(3)
EXHIBITS. The followingexhibits required by Item 601 to be
filed herewith are incorporated by reference to previously filed
documents:





Exhibit
      Number
            Description3.1*
            Articles
      of Incorporation3.2*
            Bylaws31.1
            Certification
      of CEO/CFO pursuant to Sec. 30232.1
            Certification
      of CEO/CFO pursuant to Sec. 906





*
Previously filed with Form SB-2 Registration Statement, April 19,
2007.





(b)
            Reports
      on Form 8-K. No reports have ever been filed under cover of Form
      8-K.









ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES





Our
independent auditor, Ronald R. Chadwick, P.C., Certified Public Accountant,
billed an aggregate of $8,500  for the year ended May 31, 2008 and
$12,000 for the year ended May 31, 2007  for professional services
rendered for the audit of the Company's annual financial statements and review
of the financial statements included in its quarterly reports.





We do not
have an audit committee and as a result our board of directors performs the
duties of an audit committee. Our board of directors evaluates the scope and
cost of the engagement of an auditor before the auditor renders audit and
non-audit services.





-
22 -










SIGNATURES





In
accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on day and date listed
below.








RECYCLE TECH, INC.Date:
      August 27, 2008
            By:
            /s/
      Bruce A. CapraBruce
      A. CapraChief
      Executive Officer and President
              (principal
      executive officer)





Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.







Date: 
      August 27, 2008
            By:
            /s/
      Bruce A. CapraBruce
      A. CapraChief
      Executive Officer , President and Director
              (principal
      executive officer)






Date: 
      August 27, 2008
            By:
            /s/
      Raymond KaselRaymond
      KaselChief
      Financial Officer and Director
              (principal
      financial and accounting officer)




- 23
-