UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



WASHINGTON, D.C. 20549



FORM 10-KSB/A



(Mark One)



[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year endedDecember 31, 2007.





[   ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _______ to __________



Commission file number                 333-132948



Famous Uncle Als Hot Dogs & Grille, Inc.

(Name of small business issuer in its charter)



|                                                                         |  |                                            
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|Delaware                                                                 |  | 20-2791397                                 
|------------------------------------------------------------------------ |  | -------------------------------------------
|(State or other jurisdiction of incorporation or organization)           |  | (IRS Employer Identification No.)          





|                                                                         |  |                                            
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|100 Mill Plain Rd.
Danbury, CT                                           |  | 06811                                      
|------------------------------------------------------------------------ |  | -------------------------------------------
|(Address of principal executive offices)                                 |  | (Zip Code)                                 



Issuers telephone number:   (203) 791-0044



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



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|None                |  | N/A                                      











EXPLANATORY NOTE



This Amendment No. 2 on Form 10-KSB/A to the Annual Report on Form 10-KSB for the year ended December 31, 2007 of the Registrant which was originally filed with the Securities and Exchange Commission on April 15, 2008  (the Original Filing) is being filed to amend or include certain disclosures contained in Item 8A. Controls and Procedures.



As a result of this Amendment No.2, new certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 have been executed and filed as of the date of this Amendment No. 2 on Form 10-KSB/A.



Except for the amended disclosure contained herein, this Form 10-KSB/A does not modify or update other disclosures in, or exhibits to, the Original Filing which are incorporated by reference herein.





ITEM 8

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE

None



ITEM 8A (T)           CONTROLS AND PROCEDURES



EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Paul Esposito, our Chief Executive Officer and our Principal Accounting Officer, is responsible for establishing and maintaining disclosure controls and procedures for our company.



Our management has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2007 (under the supervision and with the participation of the Chief Executive Officer and the Principal Accounting Officer), pursuant to Rule13a-15(b) promulgated under the Exchange Act. As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting. Based on this evaluation, our Company's Chief Executive Officer and Principal Accounting Officer have concluded that our Company's disclosure controls and procedures were not effective as of December 31, 2007 due to the omission of Managements Annual Report on Internal Control over Financial Reporting in our originally filed Form 10KSB which was filed on April 16, 2008.  Management has corrected this omission in this amended 10-KSB/A and has included Managements Annual Report on Internal Control over Financial Reporting below.  Management with the assistance of its Securities Counsel will closely monitor all future filings to ensure completeness of all company filings.



The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:



·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;



·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and



·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.













MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.



Our management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control -- Integrated Framework.  Based on this evaluation, our Company's Chief Executive Officer and Principal Accounting Officer have concluded that our Company's disclosure controls and procedures were not effective as of December 31, 2007due to the following:

.

·

Company's disclosure controls and procedures were not effective as of December 31, 2007 due to the omission of Managements Annual Report on Internal Control over Financial Reporting in our originally filed Form 10KSB which was filed on April 16, 2008.



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



CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING



In connection with the evaluation of the Company's internal controls during the Company's last fiscal year, the Company's Principal Executive Officer and Principal Accounting Officer have determined that there are no changes to the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially effect, the Company's internal controls over financial reporting.



INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS



The Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.  The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake.  Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.





ITEM 8B.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING



There were no changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) or 15(d)-15(f)) that occurred during the Companys the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

















SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Famous Uncle Als Hot Dogs & Grille, Inc.





|                           |                                   |                        
|-------------------------- | --------------------------------- | -----------------------
|By:   /s/   Dean Valentino | President                         | Dated:  October 2, 2008
|Dean Valentino             | Director, Secretary and Treasurer |                        
|                           |                                   |                        
|By:   /s/   Paul Esposito  | Chief Executive Officer           | Dated:  October 2, 2008
|Paul Esposito              |                                   |                        
|                           |                                   |                        

















INDEX TO EXHIBITS



EXHIBIT

DESCRIPTION

STATUS





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|31 | Certification pursuant to Section 301 of the Sarbanes-Oxley Act of 2002                                                | Filed herewith
|32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith