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,
2007
 
 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 $80,010.  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 April 9, 2008 was approximately $358,000.  The
number of shares outstanding of the Registrant's common stock, as of the latest
practicable date, March 31, 2008, was 4,146,600.
 
 
 
 
 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
                17Item
      8A. Controls and Procedures
                17Item
      8B. Other Information
                17PART
      IIIItem
      9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act
                17Item
      10. Executive Compensation
                19Item
      11. Security Ownership of Certain Beneficial Owners and
                19ManagementItem
      12. Certain Relationships and Related Transactions
                20Item
      13. Exhibits and Reports on Form 8-K
                21Item
      14. Principal Accountant Fees and Services
                21Financial
      Statements pages
                F-1
      – F-14Signatures
                22


-
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 $ 20,630 for the twelve months
ended May 31, 2007. We incurred net losses of $45,171 for the twelve months
ended May 31, 2006.  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.
  
 -
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, 2006 and 2007, 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 2007. Mr. Caprahas
committed to funding our working capital needs until December 2007, 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
November 30, 2007, we owed our shareholder and President, Mr. Capra, a total of
$12,000 for a loan and $19,766 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.”
  
 -
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.
  
 -
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  December 31 ,
2007. 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, 2008, 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, 2006, 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.
 
 -
6 -
 
  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 December 31 , 2007,
there were 4,146,600 common shares issued and outstanding.
  
 -
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.
 
 -
8 -
 
 
 For the
fiscal years ended May 31, 2006 and 2007, 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 operated 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, 2007, we had no backlogs.
 
 (h)
EMPLOYEES
 
 We
had two employees as of December 31 , 2007, including our President. We have one
full-time employee, whose is neither an officer nor director. 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.
  
 -
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 at 6890 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 on a two year lease from an unaffiliated third party.
The lease was from February 1, 2006 to February 1, 2008.  We continue on a
month to month lease under the same terms.  We pay a total of $425 per
month, plus utilities for this space. 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
December 31, 2007, there were approximately 62 record holders of our common
stock and there were 4,146,600 shares of our common stock
outstanding.
  Market
Information
  Our shares
of common stock are quoted on the Pink Sheets 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.
 
 -
10 -
 
  Periods
              High
      Bid
              Low
      BidSeptember
      2007 to the date hereof
              $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;
 
 -
              contains
      a brief, clear, narrative description of a dealer market, including "bid"
      and "ask" prices for penny stocks and the significance of the spread
      between the bid and ask price;
 
 -
              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;
 
 -
11 -
 
 
 
 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.
 
 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.
  
 -
12 -
 
 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, 2006 and 2007, 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  $80,010 for the twelve months ended May 31, 2007,
compared to sales of $33,039 for the twelve months ended May 31,
2006.  Our sales have increased in every period because we have made
an effort to market our products and services and continue to do so. 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 $13,413 for the twelve months ended May 31,
2007,compared to cost of goods sold  of $12,205 for the twelve months
ended May 31, 2006. 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 increased significantly. We now receive larger
discounts from manufacturers which mean that we can sell more products for a
higher margin. In addition, we receive a ten dollar fee drop off fee for each
tower and monitor, which we book as additional revenue. We used to pay to
acquire these products. Because we are now paid to take these products, the more
towers and monitors we receive from our customers, we generate more revenue and
have a smaller cost of goods on each transaction. This results in higher our
gross profit on resale of these refurbished products. We have had sales
from products of $30,310, sales from services of $46,605 and drop off fees of
$3,095 for the twelve months ended May 31, 2007,compared to sales from products
of $16,975, sales from services of $15,262 and drop off fees of $802 for the
twelve months ended May 31, 2006. In the fiscal year ended May 31, 2007, we had
a larger percentage of sales from services and drop off fees because we
performed a special project for a Best Western hotel. Without this special
project, we believe that the relative allocations in 2006 among product sales,
services and drop off fees would be typical of our operations.
 
 -
13 -
 
 
 We have
had gross profit of $66,597 (approximately 83% of sales) for the twelve months
ended May 31, 2007. We had gross profit of $20,834 (approximately 63% of sales)
for the twelve months ended May 31, 2006. Our gross profit significantly
increased between these reporting periods. The better gross margins are directly
attributable to better inventory control and the payment to us of drop off fees.
We can control our inventory by keeping very little on hand and using direct
overnight shipments from manufacturers to end users wherever possible. Also, we
received more towers and monitors which we were able to refurbish and sell. We
hope to maintain our gross profit margin at around 80% of sales as we increase
our sales.
  We have had
operating expenses of $85,995 for the twelve months ended May 31, 2007,compared
to operating expenses of $65,107 for the twelve months ended May 31, 2006. 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 increase in operating expenses is directly related to the
increase in salaries and professional fees in 2007.
 
 We had net losses for all of our reporting periods. We had a net loss of $20,630
for the twelve months ended May 31, 2007,compared to a net loss of $45,171 for
the twelve months ended May 31, 2006. The size of our net losses in 2006 were
directly attributable to our general and administrative expenses.  Our
net loss decreased in 2007 because we were able to significantly increase sales
while not significantly increasing our cost of goods sold and operating
expenses. 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.
  Based upon our experience in this business in the last two years, we believe
that there is and will be a demand for high quality used computers at half the
cost of new computers with the same hardware and software applications. For
these reasons the management of the company believes that we will continue to
realize a substantial increase in revenue.
  One of the challenges in establishing our company is establishing name
recognition, along with quality management and superior service. In penetrating
our target areas, we believe our largest challenge is getting our target
customer to use our services instead of their friends and neighborhood service
provider. To accomplish this, we must be price competitive.
  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, 2007, we had cash and cash equivalents totaling $1,713.
 
 We
had net cash used in operating activities of $1,604 for the twelve months ended
May 31, 2007, compared to net cash used for operating activities of $33,617 for
the twelve months ended May 31, 2006.
 
 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 $5,500 for the twelve months
ended May 31, 2007. This was related to the issuance of common stock. Our
financing activities in 2006 were all provided by our stock offerings and by
advances from Mr. Capra. We raised a total of $50,600 in stock sales as of
May 31, 2006.
 
 As of
November 30, 2007, we owed our shareholder and President, Mr. Capra, a total of
$12,000 for a loan not including accrued interest at a rate of 6%-18%
interest. This loan is secured. As of November 30, 2007, we owed another
shareholder a total of $15,000 for a loan not including accrued interest at
a rate of 6% interest. This loan is unsecured. 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 $19,766 at May 31, 2007.  All of the loans from Mr. Capra and
the shareholder are under oral agreements, payable upon demand.
 
 -
14 -
 
 
 
 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.
  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.
 
 -
15 -
 
 
 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.
  Seasonality
 
 We do not
expect our revenues to be impacted by seasonal demands for our
services.
 
 ITEM
7. FINANCIAL STATEMENTS.
 
 -
16 -




RECYCLE TECH,
INC.
 FORM
10-KSB
  FINANCIAL
STATEMENTS
 with
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 May 31, 2006 and
2007
   
   F - 1
  RECYCLE TECH,
INC.
 
 FORM
10-KSB
  Financial Statements
 INDEX
 
 
  PageREPORT
      OF INDEPENDENT REGISTEREDPUBLIC
      ACCOUNTING FIRM
              
              
              F-3FINANCIAL
      STATEMENTSBalance sheets
              
              
              F-4Statements
      of operations
              
              
              F-5Statements
      of stockholders’ equity
              
              
              F-6Statements
      of cash flows
              
              
              F-7Notes
      to financial statements
              
              
              F-9
 
  F - 2
  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.
 Wheat
Ridge, Colorado
 
 I have
audited the accompanying balance sheets of Recycle Tech, Inc. as of May 31, 2006
and 2007, 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, 2006 and 2007, 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.
 
 As
discussed in Note 8 to the financial statements, certain donated services by an
officer in 2006 not originally reported were determined by the Company's
management during the current year as being appropriately reported. In addition,
the Company did not record $6,000 in stock sales in 2007. Accordingly, the 2006
and 2007 financial statements have been restated.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 6 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 6. 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.December
      15, 2007
                      RONALD
      R. CHADWICK, P.C.
   F - 3
  RECYCLE TECH,
INC.
 BALANCE
SHEETS
 May
      31, 2006
                  
                  
                  May
      31, 2007(As
      Restated)
                  
                  
                  (As
      Restated)ASSETSCurrent
      assetsCash
                  
                  $
                  185
                  
                  
                  $
                  1,713Inventory
                  
                  
                  2,746
                  
                  
                  
                  740Total current
      assets
                  
                  
                  2,931
                  
                  
                  
                  2,453Fixed
      assets
                  
                  
                  250
                  
                  
                  
                  2,618Less
      accumulated depreciation
                  
                  
                  (54
                  )
                  
                  
                  (518
                  )Other
      assets
                  
                  
                  425
                  
                  
                  
                  243621
                  
                  
                  
                  2,343Total
      Assets
                  
                  $
                  3,552
                  
                  
                  $
                  4,796LIABILITIES
      & STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
                  
                  $
                  392
                  
                  
                  $
                  789Advances - related
      party
                  
                  
                  8,526
                  
                  
                  
                  17,993Accrued payables -
      related party
                  
                  
                  150
                  
                  
                  
                  660Notes
      payable - related party
                  
                  
                  3,000
                  
                  
                  
                  2,500Total current
      liabilties
                  
                  
                  12,068
                  
                  
                  
                  21,942Total
      Liabilities
                  
                  
                  12,068
                  
                  
                  
                  21,942Stockholders'
      EquityPreferred
      stock, $.10 par value;1,000,000
      shares authorized;No shares issued & outstanding
                  
                  
                  -
                  
                  
                  
                  -Common
      stock, $.001 par value;50,000,000 shares authorized;4,134,600 ( 2006) &4,146,600 (2007) sharesissued
      & outstanding
                  
                  
                  4,135
                  
                  
                  
                  4,147Additional
      paid in capital
                  
                  
                  33,165
                  
                  
                  
                  45,153Accumulated
      deficit
                  
                  
                  (45,816
                  )
                  
                  
                  (66,446
                  )Total
      Stockholders' Equity
                  
                  
                  (8,516
                  )
                  
                  
                  (17,146
                  )Total
      Liabilities and Stockholders' Equity
                  
                  $
                  3,552
                  
                  
                  $
                  4,796
  The
accompanying notes are an integral part of the financial
statements.
  F - 4
  RECYCLE TECH,
INC.
  STATEMENTS OF
OPERATIONS
 Year
      Ended
                  
                  
                  Year
      EndedMay
      31, 2006
                  
                  
                  May
      31, 2007(As
      Restated)
                  
                  
                  (As
      Restated)Sales
      - net of returns
                  
                  $
                  33,039
                  
                  
                  $
                  80,010Cost
      of goods sold
                  
                  
                  12,205
                  
                  
                  
                  13,413Gross
      profit
                  
                  
                  20,834
                  
                  
                  
                  66,597Operating
      expenses:Amortization
      & depreciation
                  
                  
                  50
                  
                  
                  
                  464General
      and administrative
                  
                  
                  65,057
                  
                  
                  
                  85,53165,107
                  
                  
                  
                  85,995Income
      (loss) from operations
                  
                  
                  (44,273
                  )
                  
                  
                  (19,398
                  )Other
      income (expense):Interest
      expense
                  
                  
                  (898
                  )
                  
                  
                  (1,232
                  )(898
                  )
                  
                  
                  (1,232
                  )Income
      (loss) beforeprovision
      for income taxes
                  
                  
                  (45,171
                  )
                  
                  
                  (20,630
                  )Provision
      for income tax
                  
                  
                  -
                  
                  
                  
                  -Net
      income (loss)
                  
                  $
                  (45,171
                  )
                  
                  $
                  (20,630
                  )Net
      income (loss) per share(Basic
      and fully diluted)
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )Weighted
      average number ofcommon
      shares outstanding
                  
                  
                  4,078,517
                  
                  
                  
                  4,136,600
  The
accompanying notes are an integral part of the financial
statements.
  F - 5
  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, 2005
                    
                    
                    700,000
                    
                    
                    $
                    700
                    
                    
                    $
                    -
                    
                    
                    $
                    (645
                    )
                    
                    $
                    55Founders'
      stock for cash
                    
                    
                    3,300,000
                    
                    
                    
                    3,300
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    3,300Issuance
      of stock for cash, net ofdeferred
      offering costs of $40,000
                    
                    
                    134,600
                    
                    
                    
                    135
                    
                    
                    
                    27,165
                    
                    
                    
                    
                    
                    
                    
                    27,300Donated
      services - officer
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    6,000
                    
                    
                    
                    
                    
                    
                    
                    6,000Net
      income (loss) for the period
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (45,171
                    )
                    
                    
                    (45,171
                    )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
                    )
 The
accompanying notes are an integral part of the financial
statements.
  F - 6
 RECYCLE TECH,
INC.
  STATEMENTS OF CASH
FLOWS
  Year
      Ended
                    
                    
                    Year
      EndedMay
      31, 2006
                    
                    
                    May
      31, 2007(As
      Restated)
                    
                    
                    (As
      Restated)Cash
      Flows From Operating Activities:Net
      income (loss)
                    
                    $
                    (45,171
                    )
                    
                    $
                    (20,630
                    )Adjustments
      to reconcile net loss tonet
      cash provided by (used for)operating
      activities:Amortization
      & depreciation
                    
                    
                    50
                    
                    
                    
                    464Donated
      services
                    
                    
                    6,000
                    
                    
                    
                    6,000Inventory
                    
                    
                    (2,746
                    )
                    
                    
                    2,006Accrued
      payables
                    
                    
                    149
                    
                    
                    
                    907Advances
      - related party
                    
                    
                    8,526
                    
                    
                    
                    9,467Other
      assets
                    
                    
                    (425
                    )
                    
                    
                    182Net cash provided by (used
      for)operating
      activities
                    
                    
                    (33,617
                    )
                    
                    
                    (1,604
                    )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 - 7
 RECYCLE TECH,
INC.
  STATEMENTS OF CASH
FLOWS
  (Continued
From Previous Page)
  Year
      Ended
                    
                    
                    Year
      EndedMay
      31, 2006
                    
                    
                    May
      31, 2007(As
      Restated)
                    
                    
                    (As
      Restated)Cash
      Flows From Financing Activities:Notes
      payable - rel. pty. - borrowings
                    
                    
                    7,000Notes
      payable - rel. pty. - payments
                    
                    
                    (34,000
                    )
                    
                    
                    (500
                    )Issuance
      of common stock
                    
                    
                    50,600
                    
                    
                    
                    6,000Net cash provided by (used
      for)financing
      activities
                    
                    
                    23,600
                    
                    
                    
                    5,500Net
      Increase (Decrease) In Cash
                    
                    
                    (10,017
                    )
                    
                    
                    1,528Cash
      At The Beginning Of The Period
                    
                    
                    10,202
                    
                    
                    
                    185Cash
      At The End Of The Period
                    
                    $
                    185
                    
                    
                    $
                    1,713Schedule
      Of Non-Cash Investing And Financing ActivitiesThe
      Company incurred deferred offering costs in 2005 and 2006 of $20,000 each
      year, or $40,000 total,which
      were offset against the proceeds of $67,300 from an equity offering by the
      Company in 2006.Supplemental
      DisclosureCash
      paid for interest
                    
                    $
                    1,141
                    
                    
                    $
                    505Cash
      paid for income taxes
                    
                    $
                    -
                    
                    
                    $
                    -
 The
accompanying notes are an integral part of the financial statements.
 F - 8
 RECYCLE TECH,
INC.
 NOTES TO FINANCIAL
STATEMENTS
 May 31, 2006 and
2007
 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, 2006 and 2007 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 - 9
 RECYCLE TECH,
INC.
 NOTES TO FINANCIAL
STATEMENTS
 May 31, 2006 and
2007
 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 2006 and
2007 of $4,932 and $2,531.
 
 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 - 10
  RECYCLE TECH,
INC.
 NOTES TO FINANCIAL
STATEMENTS
 May 31, 2006 and
2007
  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.
 
 Recent Accounting
Pronouncements
 
 In March
2005, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment". SFAS
123(r) requires that the cost resulting from all share-based payment
transactions be recognized in the financial statements. The Company has adopted
the provisions of SFAS No. 123(r) which are effective in general for
transactions entered into or modified after June 15, 2005. The adoption did not
have a material effect on the results of operations of the Company.
 
 In May
2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154,
“Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20
and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and
reporting of a change in accounting principle and applies to all voluntary
changes in accounting principle. It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement does not
include specific transition provisions. SFAS 154 requires retrospective
application to prior periods’ financial statements of changes in accounting
principle, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. The Company has adopted the
provisions of SFAS No. 154, which are effective for accounting changes and
correction of errors made in fiscal years beginning after May 15, 2005. The
adoption did not have a material effect on the results of operations of the
Company. In February 2006, the FASB issued SFAS No. 155 “Accounting for Certain
Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and 140”,
to simplify and make more consistent the accounting for certain financial
instruments. The Company has adopted the provisions of SFAS No. 155, which are
effective in general for financial
instruments acquired or issued in fiscal years beginning after September 15,
2006. The adoption did not have a material effect on the results of operations
of the Company.
  F - 11
 RECYCLE TECH,
INC.
 NOTES TO FINANCIAL
STATEMENTS
 May 31, 2006 and
2007
 NOTE 1. ORGANIZATION, OPERATIONS AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
  In March
2006, the FASB issued SFAS No. 156 "Accounting for Servicing of Financial
Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities". This
statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The Company has adopted the provisions of SFAS No. 156, which
are effective in general for an entity's fiscal year beginning after September
15, 2006. The adoption did not have a material effect on the results of
operations of the Company.
 
 In May
2006, the FASB issued SFAS No. 157 “Fair Value Measurements”, to improve
consistency and comparability in fair value measurements, and to expand related
disclosures. The Company has adopted the provisions of SFAS No. 157, which are
effective for financial statements for fiscal years beginning after November 15,
2007. The adoption did not have a material effect on the results of operations
of the Company.
 
 
 NOTE
2. RELATED PARTY TRANSACTIONS
 
 The
Company in 2006 and 2007 had a note payable to a Company officer. The note was
secured by all Company assets and payable upon demand. The note bore interest at
18% per annum, and 24% per annum if not paid promptly upon demand. The
outstanding principal balance on the note was $3,000 and $2,500 at May 31, 2006
and 2007. Interest expense under all notes payable was $898 and $510 for the
years ended May 31, 2006 and 2007, and interest payable at each date was $150
and $660.
 
 Certain
Company trade accounts payable are financed by a Company officer through
personal borrowing. Amounts due the officer under this arrangement were $8,526
and $17,993 at May 31, 2006 and 2007.
  F - 12
  RECYCLE TECH,
INC.
 NOTES TO FINANCIAL
STATEMENTS
 May 31, 2006 and
2007
 NOTE 3. INCOME TAXES
(Continued):
  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, 2006 and 2007 the Company had net operating loss carryforwards of
approximately $40,000 and $48,000 which begin to expire in 2025. The deferred
tax asset of $7,963 and $9,687 created by the net operating losses has been
offset by a 100% valuation allowance. The change in the valuation allowance in
2006 and 2007 was $7,834 and $1,724.
 
 
 NOTE
4. FIXED ASSETS
 
 Fixed
asset values recorded at cost are as follows:
 May
      31,
                    
                    
                    May
      31,2006
                    
                    
                    2007Office
      equip. and furniture
                    
                    $
                    250
                    
                    
                    $
                    2,542Signs
                    
                    
                    -
                    
                    
                    
                    76250
                    
                    
                    
                    2,618Less
      accumulated depreciation
                    
                    
                    (54
                    )
                    
                    
                    (518
                    )Total
                    
                    $
                    196
                    
                    
                    $
                    2,100
  Depreciation
expense for the years ended May 31, 2006 and 2007 was $50 and $464.
 
 NOTE
5. LEASE COMMITMENT
 
 The
Company rents retail space at $425 per month plus costs under a lease expiring
on January 31, 2008. The lease is non-cancellable and contains a renewal option.
Rent expense for the years ended May 31, 2006 and 2007 was $13,725 and
$6,317.
Minimum future rent expense under the lease is $5,100 in fiscal year
2008.
 
 NOTE
6. 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 - 13
 RECYCLE TECH,
INC.
 NOTES TO FINANCIAL
STATEMENTS
 May 31, 2006 and
2007
  NOTE 7.  STOCK
OFFERING
  The
Company is currently planning to register up to 323,000 shares of its common
stock for resale by selling shareholders, under cover of a Form SB-2. The
Company will receive no proceeds from the sale of the 323,000 shares of common
stock. The costs of this offering will be paid by the Company.
 
 
 NOTE
8. RESTATEMENT
 
 The
Company in 2007 restated its 2006 financial statements, as certain donated services by an officer
in 2006 not originally reported were determined by the Company's
management  during the current year as being appropriately reported in
the amount of $6,000.The restatement resulted from the Company's
reassessment of financial reporting guidance set forth in SAB Topic 5:T, with
regard to donated services. The effect of these changes on certain financial
statement categories are as follows:
 Prior
      to
                      
                      
                      Adjustment
                      
                      
                      AfterYear 2006
                      
                      Adjustment
                      
                      
                      Amount
                      
                      
                      AdjustmentAdditional
      paid in capital
                      
                      $
                      27,165
                      
                      
                      $
                      6,000
                      
                      
                      $
                      33,165Accumulated
      deficit
                      
                      $
                      (39,816
                      )
                      
                      $
                      (6,000
                      )
                      
                      $
                      (45,816
                      )General
      and administrative expenses
                      
                      $
                      59,057
                      
                      
                      $
                      6,000
                      
                      
                      $
                      65,057Net
      income (loss)
                      
                      $
                      (39,171
                      )
                      
                      $
                      (6,000
                      )
                      
                      $
                      (45,171
                      )Donated
      services - cash flow
                      
                      $
                      -
                      
                      
                      $
                      6,000
                      
                      
                      $
                      6,000
 
 The
Company in 2007 also restated its 2007 financial statements after determining
that 12,000 shares of common stock sold for $6,000 had gone unrecorded. The
effect of this change on certain financial statement categories are as
follows:
 
 Prior
      to
                      
                      
                      Adjustment
                      
                      
                      AfterYear 2007
                      
                      Adjustment
                      
                      
                      Amount
                      
                      
                      AdjustmentCommon
      stock
                      
                      $
                      4,135
                      
                      
                      $
                      12
                      
                      
                      $
                      4,147Additional
      paid in capital
                      
                      $
                      39,165
                      
                      
                      $
                      6,000
                      
                      
                      $
                      45,153Accumulated
      deficit
                      
                      $
                      (60,446
                      )
                      
                      $
                      (6,000
                      )
                      
                      $
                      (66,446
                      )General
      and administrative expenses
                      
                      $
                      79,531
                      
                      
                      $
                      6,000
                      
                      
                      $
                      85,531Net
      income (loss)
                      
                      $
                      (14,630
                      )
                      
                      $
                      (6,000
                      )
                      
                      $
                      (20,630
                      )
  
 F - 14
 
 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
                      53
                      President
      and DirectorRaymond
      Kasel
                      29
                      Secretary-Treasurer
  
 -
17 -
 
 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,
2006. 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, 2006. 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, 2006. 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 2006 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 2006, 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.
 
 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.
 
 -
18 -
   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, 2007, 2006, or
2005.
  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
                      2007
                      
                      -0-
                      
                      -0-
                      
                      -0-
                      
                      -0-
                      
                      -0-
                      
                      -0-
                      
                      -0-
                      
                      -0-Chief
      Executive
                      2006
                      
                      -0-
                      
                      -0-
                      
                      -0-
                      
                      -0-
                      
                      -0-
                      
                      -0-
                      
                      -0-
                      
                      -0-Officer
                      
                      2005
                      
                      -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, 2007, 2006, 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.
  
 ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
 As of
December 31, 2007, 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 December 31, 2007:
  ■
                      each
      person who is known by us to beneficially own 5% or more of our common
      stock;
  ■
                      each
      of our directors and executive officers;
and
  ■
                      all
      of our directors and executive officers, as a
  group.
  
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19 -
 
 
 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,
      Colorado80111All
      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.
   ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
 As of
November 30, 2007, we owed our shareholder and President, Mr. Capra, a total of
$12,000 for a loan not including accrued interest at a rate of 6%-18%
interest. This loan is secured. As of November 30, 2007, we owed another
shareholder a total of $15,000 for a loan not including accrued interest at
a rate of 6% interest. This loan is unsecured.
 
 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 $19,766 at November 30,
2007.  All of the loans from Mr. Capra and the shareholder are under
oral agreements, payable upon demand.
 
 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.
 
 -
20 -
 
 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 following exhibits 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 $12,000 for the year ended May 31, 2007 and $3,500
for the year ended May 31, 2006  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.
 
 -
21 -
  
 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:  April
      14,
      2008
                        By:
                        /s/ Bruce A. CapraBruce
      A. Capra
                          Chief
      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: 
      April
      14, 2008
                      By:
                      /s/
      Bruce A. CapraBruce
      A. CapraChief
      Executive Officer , President and Director
                        (principal
      executive officer)
   Date: 
      April
      14, 2008
                      By:
                      /s/
      Raymond KaselRaymond
      KaselChief
      Financial Officer and Director
                        (principal
      financial and accounting officer)
   
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