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UNITED
STATESSECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





**FORM
10-Q**Amendment No.1


|[X]                                           | Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934
|--------------------------------------------- | ---------------------------------------------------------------------------------------------------
|                                              | For
      the quarterly period ended December 31,
        2008                                     
|                                              |                                                                                                    
|[  ]                                          | Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934       
|                                              | For
      the transition period __________ to__________                                            
|                                              |                                                                                                    
|Commission
          File Number:  333-148931

**Recipe
      Kits, Inc.**(Name of small business issuer in its
charter)


|Nevada                                                   | 20-5886712                          
|-------------------------------------------------------- | ------------------------------------
|(State or jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

|14145
      Proctor Ave. Suite 14
      City of Industry, CA
      91746          
|----------------------------------------------------------------------------------
|(Address
      of  principal executive
      offices)                             
|(626)336-8684                                                                     
|(Issuer's telephone number)                                                       
|                                                                                  
|(Former name, former address and former fiscal year, if changed since last report)

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 [   ]Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer
    [   ]
    
    Accelerated filer
    [   ]Non-accelerated filer
    [   ]
    (Do not check if a smaller reporting company)
    Smaller reporting company
    [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
    Yes [X] No [   ]APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
    PROCEEDINGS DURING THE PRECEDING FIVE YEARSCheck whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
    Yes [    ] No [    ]APPLICABLE ONLY TO CORPORATE ISSUERSIndicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: Common Stock, 5,014,000 shares issued and outstanding as of August 12, 2008. -1-
      **EXPLANATORY NOTE**
        On February 13, 2009 Recipe Kits,  Inc. erroneously filed its Quarterly Report for the quarter ended December 31,  2008 on Form 10-QSB instead of the appropriate form, which is Form 10-Q. Recipe  Kits is filing this Amendment No.1 to this Quarterly Report for  the quarter ended December 31, 2008 on Form 10-Q to correct the form being used  for the report. Additionally, Recipe Kits is filing this Amendment No.1 to  amend the registrant’s status as a shell company based on results of operations  for the reporting period and in accordance with Rule 12b-2 of the Exchange Act.
        No  other parts of the Original Filing have been changed. This Amended Filing does  not affect the Company's consolidated Financial Statements for any period. This  Amended Filing does not reflect events occurring after the Original Filing, or  modify or update those disclosures affected by subsequent events. Information  not affected by this Amended Filing is unchanged and reflects disclosure made  at the time of the Original Filing.
        
        TABLE OF CONTENTS  PART I - FINANCIAL INFORMATIONPageItem 1.
      Financial Statements
      3Item 2.
      Managements Discussion and Analysis of Financial Condition and Results of Operations
      10Item 3.
      Quantitative and Qualitative Disclosures About Market Risk
      14Item 4.
      Controls and Procedures
      14PART II - OTHER INFORMATIONItem 1.
      Legal Proceedings
      17Item 1A.
      Risk Factors
      17Item 2.
      Unregistered Sales of Equity Securities and Use of Proceeds
      17Item 3.
      Defaults Upon Senior Securities
      17Item 4.
      Submission of Matters to a Vote of Security Holders
      17Item 5.
      Other Information
      17Item 6.
      Exhibits and Reports on Form 8-K
      17SIGNATURES
      19 -2-
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        PART I - FINANCIAL INFORMATION
      **Item 1. Financial Statements**
      RECIPE
        KITS, INC.(A DEVELOPMENTAL STAGE
            COMPANY)
      FINANCIAL STATEMENTS(UNAUDITED)
      
      December 31, 2008 and September 30, 2008 Our unaudited financial statements included in this Form 10-Q are as follows:F-1
        Balance Sheets as of December 31, 2008 and September 30, 2008;F-2
        Statements of Operations for the three months ended December 31, 2008, the three months ended December 31, 2007 and for the Period from Inception (October 10, 2006) to December 31, 2008;F-3
        Statements of Stockholders' Equity from Inception (October 10, 2006) to December 31, 2008;F-4
        Statements of Cash Flows for the three months ended December 31, 2008, the three months ended December 31, 2007 and for the Period from Inception (October 10, 2006) to December 31, 2008;F-5
        Notes to Financial Statements;These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended December 31, 2008 are not necessarily indicative of the results that can be expected for the full year. -3-
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        RECIPE
      KITS, INC.(A DEVELOPMENTAL STAGE
          COMPANY)BALANCE SHEETS
      (UNAUDITED)  **ASSETS**December 31, 2008September 30, 2008(Unaudited)CURRENT ASSETSCash$19,424$41,454Prepaid expenses-2,500Total Current Assets19,42443,954FIXED ASSETSProperty and Equipment, net4,8865,228Total Fixed Assets4,8865,228OTHER ASSETSLease Deposits6,5006,500Total Other Assets6,5006,500TOTAL ASSETS$30,810$55,682**LIABILITIES AND STOCKHOLDERS' EQUITY**CURRENT LIABILITIESAccounts payable$3,000$124Total Current Liabilities3,000124STOCOKHOLDERS' EQUITYCommon stock, $0.001 par value, 75,000,000shares authorized, 5,014,000 and 5,014,000shares issuer and outstanding, respectively5,0145,014Additional paid-in capital107,686107,686Deficit accumulated during the development stage(84,890)(57,142)Total Stockholders' Equity27,81055,558TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$30,810$55,682 The accompanying notes are an integral part of these
      financial statements.
      PAGE
      F-1
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        RECIPE
      KITS, INC.(A DEVELOPMENTAL STAGE
          COMPANY)STATEMENT OF
        OPERATIONS
      (UNAUDITED) From InceptionFor the ThreeFor the Threeon October 10,Months EndedMonths Ended2006 ThroughDechmber 31,December 31,December 31,200820072008REVENUES$-$-$-OPERATING EXPENSESDepreciation expense3424401,954General and administrative27,4067,91285,664Total Operating Expenses27,7488,35287,618INCOME (LOSS) FROM OPERATIONS(27,748)(8,352)(87,618)OTHER EXPENSESInterest income3672,728Total Other Expenses-3672,728NET LOSS$(27,748)$(7,985)$(84,890)BASIC LOSS PER COMMON SHARE$(0.01)$(0.00)WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING5,014,0005,014,000  The accompanying notes are an integral part of these
      financial statements.
      PAGE
      F-2
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        RECIPE
      KITS, INC.(A DEVELOPMENTAL STAGE
          COMPANY)STATEMENT OF STOCKHOLDERS'
        EQUITY
      (UNAUDITED)  DeficitAccumulatedAdditionalDuring theTotalCommon StockPaid-InDevelopmentStockholders'SharesAmountCapitalStageEquityBalance, October 10, 2006-$-$-$-$-Shares issund for cashat $0.004 per share3,000,0003,0009,000-12,000Shares issued for cashat $0.05 per share2,014,0002,01498,686-100,700Net loss since inceptionthrough September 30, 2007---(19,190)(19,190)Balance, September 30, 20075,014,0005,014107,686(19,190)93,510Net loss for the yearended September 30, 2008--(37,952)(37,952)Balance, September 30, 20085,014,0005,014107,686(57,142)55,558Net loss for the three monthsended December 31, 2008---(27,748)(27,748)Balance, December 31, 20085,014,000$5,014$107,686$(84,890)$27,810  The accompanying notes are an integral part of these
      financial statements.
      PAGE
      F-3
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        RECIPE
      KITS, INC.(A DEVELOPMENTAL STAGE
          COMPANY)STATEMENT
        OF CASH
        FLOWS
      (UNAUDITED)  From InceptionFor the ThreeFor the Threeon October 10,Months EndedMonths Ended2006 ThroughDecember 31,December 31,Docember 31,200820072008OPERATING ACTIVITIESNet loss$(27,748)$(7,985)$(84,890)Adjustments to Reconcile Net Loss to NetCash Used by Operating Activities:Depreciation expense3424401,954Changes in operating assets and liabilities:Changes in deposits and prepaid expenses2,500-(6,500)Changes in accounts payable andaccrued expenses2,8765003,000Net Cash Used by Operating Activities(22,030)(7,045)(86,436)INVESTING ACTIVITIESPurchase of property and equipment--(6,840)Net Cash Used by Investing Activities--(6,840)FINANCING ACTIVITIESCommon stock issued for cash--112,700Net Cash Provided by Financing Activities--112,700NET DECREASE IN CASH(22,030)(7,045)19,424CASH AT BEGINNING OF PERIOD41,45485,414-CASH AT END OF PERIOD$19,424$70,369$19,424SUPPLIMENTAL DISCLOSURES OFCASH FLOW INFORMATIONCASH PAID FOR:Interest$-$-$-Income Taxes$-$-$- The accompanying notes are an integral part of these
      financial statements.
      PAGE
      F-4
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        RECIPE
      KITS, INC.Notes to the Condensed Financial Statements
          December 31, 2008 and September 30, 2008 NOTE 1 -
    CONDENSED FINANCIAL STATEMENTS
    The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2008, and for all periods presented herein, have been made.
    Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys September 30, 2008 audited financial statements. The results of operations for the periods ended December 31, 2008 and 2007 are not necessarily indicative of the operating results for the full years.NOTE 2 -
    GOING CONCERN
    The Companys financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
    In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
    The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The accompanying notes are an integral part of these
      financial statements.
      PAGE
      F-5
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        RECIPE
      KITS, INC.Notes to the Condensed Financial Statements
          December 31, 2008 and September 30, 2008 NOTE 3 -
    SIGNIFICANT ACCOUNTING POLICIES
    Use of Estimates
    The preparation of financial statements in conformity with generally accepted accounting
      principles requires management to make estimates and assumptions that affect the 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.Recent Accounting Pronouncements
    In May 2008, the Financial Accounting Standards Board  (FASB)  issued SFAS No. 163,
      *Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement
No. 60*. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and claims liabilities.
This statement also requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Companys financial position,
statements of operations, or cash flows at this time.
    In May 2008, the Financial Accounting Standards Board  (FASB)  issued SFAS No. 162, *The
Hierarchy of Generally Accepted Accounting Principles*. SFAS No. 162 sets forth the level of
authority to a given accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative category will prevail. SFAS
No. 162 will become effective 60 days after the SEC approves the PCAOBs amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the
Companys financial position, statements of operations, or cash flows at this time. PAGE
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        Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
      This section must be read in conjunction with the unaudited Financial Statements included in this report.
      A. Management's Discussion
      Recipe Kits, Inc. ("RKI", the "Company", "we" or "us") was formed on October 10, 2006. We have not generated any revenue to date and we are a development stage company. We intend to provide prepackaged kits containing all of the requisite ingredients necessary to prepare a variety of recipes. To the extent that we can package ingredients without compromising quality, freshness and taste, we expect to offer poultry, fish, meat and vegetarian dishes as well as fruit and other items. Depending upon consumer preferences we expect to emphasize the nutritional aspects of freshly prepared, nutritious food to health conscious consumers. Each kit will include every single ingredient (except for water) required for a particular recipe, in the exact quantities specified for the recipe. The ingredients will be cleaned and/or peeled as necessary, cut according to the specifications (sliced, diced, julienne) and individually vacuum packed. All ingredients will be prepared fresh, with no preservatives. The fact that all ingredients are provided in separate individual bags allows a prospective customer to vary and modify the recipe according to their taste: for example, hold some of the salt, for a low-sodium result, or omit some of the spices. In the initial phase of our marketing, it is our intention to market our kits to guests at extended stay hotels and timeshares, followed by distribution through membership warehouses and ultimately to deliver our kits to consumer's homes nationwide with internet ordering.
      We are a start-up company. We have not commenced substantive operations thus far and much of this
discussion is prospective in nature. Here we describe our proposed business operations in detail. To be
clear, at this point our business has been limited to the following efforts and activities:: 1.
    We have formed and organized the company and implemented the corporate governance and oversight standards we believe are requisite to effectively operating our company.2.
    We have researched and developed the business plan as described in detail herein.3.
    We have developed and assembled a proof-of-concept sample product or kit containing all of the necessary ingredients packaged in accordance with our expectations and in a manner we believe may be commercially acceptable to retail clients.4.
    We have identified specific recipes for meals or food items we believe are most likely to result in commercial and retail acceptance.5.
    Researched, investigated and identified the sources and suppliers for the individual ingredients we anticipate shall be included in many of the individual recipe kits.6.
    Explored reasonably acceptable locations and facilities for purposes of packaging the food items and assembling the kits. On October 1st, 2008 we commenced a three year lease for a commercial
kitchen facility located in Fullerton, CA. This commercial kitchen comes fully equipped with the
necessary equipment required for the preparation of our products. We are currently exploring
adequate equipment, supplies and technologies satisfactory for the packaging of our products.7.
    Researched and reviewed federal and state laws, rules and regulations pertaining to the packaging and sale of foodstuffs in a manner consistent with our proposed business and operations as a food processor.8.
    Commenced the development of our initial products to be offered to the public. This includes testing of various packaging materials and technology options.9.
    Commenced the creation of advertising material to be distributed to our intended target customer base. -10-
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        We have never been subject to any bankruptcy, receivership or similar proceeding nor have we engaged in any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. Neither we, nor our officers, Directors, promoters or affiliates, have had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with, any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.
      In the initial approximately twenty six month operating period from October 10, 2006 (inception) to
December 31, 2008, the Company generated no revenues while incurring $85,664 in general and
administrative expenses and $1,954 in total depreciation expenses. When combined with $2,728 in
interest income, the Company had a cumulative net loss of $84,890 for the period then ended from
inception, which is equivalent to $(0.00) per share.
      During the three months ended December 31, 2008, the Company generated $0 in revenues incurring
$27,406 in general and administrative expenses and $342 in total depreciation expenses, for a cumulative
net loss of $27,748 for the period. This is compared to a cumulative loss of $8,352 for the three months
then ended 2007. The net loss for both periods is attributable primarily to the continuing costs of start-up
operations.
      Liquidity and Capital Resources
      As of December 31, 2008, the Company had $16,424 in working capital. The Companys total current
assets as of December 31, 2008 consisted of $19,424 in cash, $4,886 in fixed assets and $6,500 in other
assets for a total of $30,810.
      B. Plan of Operation
      Objectives
      Our objective is to manufacture and produce our recipe kits and to become a popular and sought after brand of nutritional and tasty convenient food products that can be enjoyed by the whole family regardless of time of day.
      During the next twelve months, we expect to take the following steps in connection with the further development of our business and the implementation of our plan of operations:
      We will focus on developing the prototype for our recipe kits so as to result in a commercially acceptable product containing the freshest ingredients and proffering convenience so that our target consumer might enjoy creating a nutritious and uniquely savory recipe without hassle. We hope to offer a diverse product selection including a variety of main dishes, side dishes and desserts. To the extent that we can package ingredients without compromising quality, freshness and taste, we expect to offer fish, meat and vegetarian dishes as well as fruit and other items. Depending upon consumer preferences we expect to emphasize the nutritional aspects of freshly prepared, nutritious food to health conscious consumers. As a consequence, we will limit the use of preservatives. We intend to enhance our products with attractive, modern packaging and visually informative graphics designed to inform the consumer as to what the finished recipe should look like. Upon completion of the creation of our initial products, we intend to secure initial markets by approaching extended stay motels and hotels and timeshares in and around Disneyland. We consider that to be an ideal target market for the introduction of our concept due to the availability of fully operational kitchens, combined with the fact that travelers in those types of rooms are likely
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        to want to cook some of their own meals, while being less inclined to go shopping for groceries. We will initially focus our marketing efforts in the area surrounding Disneyland in Southern California due to its concentration of approximately 2,000 rooms in timeshares and extended stay hotels. Las Vegas, Nevada, would be an ideal subsequent location, as it also has a high concentration of timeshares and extended stay hotels.
        **Product Development**
        Our products are intended to be consumed by people of all
        ages at any time of day or night. Consequently it is our goal to offer
        products of convenience and quality freshness. Phase I
    Over the course of a twelve month period we would seek to
      develop a sampling of recipe kit prototypes. Initially we would offer up
      to twenty recipes When creating our initial products we will seek out
      qualified culinary experts including chefs, food purveyors and packaging
      experts. Initially, with funds earned from this offering, we may employ
these professionals on a consulting basis. Phase II
    Upon completion of the creation of our initial products,
      we intend to secure initial markets by approaching extended stay motels
and hotels and timeshares in and around Disneyland. Phase III
    Once agreements are in place allowing us to market our
      products to guests of timeshares and extended stay hotels we intend to
      commence production and sales of our first recipe
kits. The incremental approach described above will allow us to
      begin product development on a limited financial budget. As revenues
      increase, additional programs can be developed. Ultimately, we would like
      to have our product lines shipped just-in-time from multiple location(s)
      centrally located within vacation destinations with a high density of
      extended stay facilities including Los Angeles, California, Orlando,
      Florida and Las Vegas, Nevada.
      **Marketing and Distribution**
      We are preparing a marketing plan staggered in three
      phases.
      In the first phase of the plan we intend to focus on a target
        market comprised of guests of timeshares and extended stay hotels. We
        consider that to be an ideal target market for the introduction of our
        concept due to the availability of fully operational kitchens, combined
        with the fact that travelers in those types of rooms are likely to want to
        cook some of their own meals, while being less inclined to go shopping for
        groceries. We will initially focus our marketing efforts in the area
        surrounding Disneyland in Southern California due to its concentration of
        approximately 2000 rooms in timeshares and extended stay hotels. Las
        Vegas, Nevada, would be an ulterior location, as it also has a high
        concentration of timeshares and extended stay hotels.
      The second phase
        of the marketing plan will attempt to obtain distribution of our kits
        through membership warehouses such as Sams Club and Costco.
      A third
        phase of our marketing plan will culminate in nationwide direct
        distribution of our products to consumers, facilitated by internet
        ordering.
      **Suppliers**
      Perishable food items, including meat, sea food, dairy
      and produce, will be purchased locally or regionally by us. We do not
      reasonably foresee any material shortages of food or other products
      necessary to our operations and do not anticipate such shortages in the
      foreseeable future. We are not dependent upon any particular supplier or
      suppliers as a source for ingredients to be used in our products or for
      other items to be used in our operations.
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      **Capital Resources and Liquidity**
      At December 31, 2008, we had working capital of approximately $16,424. We believe we can satisfy our cash requirements for the next twelve months with our current cash, and the expected amounts to be raised through our Form S-1 effective registration statement. However, we may not be able to successfully effectuate our business plan until and unless we are successful in raising funds in this offering.
      As set forth in the notes to the financial statements,
      our independent auditors have expressed substantial doubt about our
      ability to continue as a going concern because we have no viable
      operations or significant assets and we are dependent upon significant
      shareholders to provide sufficient working capital to maintain the
      integrity of the corporate entity,
      We are still in the process of developing and
      implementing our business plan and raising additional capital. As such, we
      are considered to be a development stage company. Management believes that
      actions presently being taken to obtain additional funding and implement
      its business plan provide the opportunity for us to continue as a going
      concern.
      **Government Regulation**
      As a marketer and distributor of food products, the
          Company may be subject to the U.S. Federal Food, Drug and Cosmetic Act and
          regulations promulgated thereunder by the U.S. Food and Drug
          Administration ("FDA"). The FDA regulates manufacturing and holding requirements
          for foods through its manufacturing practice regulations, specifies the
          standards of identity for certain foods and prescribes the format and
          content of certain information required to appear on food product labels.
          Depending on the product lines maintained by the Company, the Company may
          also become subject to the Federal Meat Inspection Act, the Poultry
          Products Inspection Act, the Perishable Agricultural Commodities Act, the
          Packers and Stockyard Act and regulations promulgated thereunder by the
          U.S. Department of Agriculture ("USDA"). The USDA imposes standards for
          product quality and sanitation including the inspection and labeling of
          meat and poultry products and the grading and commercial acceptance of
          produce shipments from the Company's suppliers. The Company may also
          become subject to the Public Health Security and Bioterrorism Preparedness
          and Response Act of 2002, which imposes certain registration and record
          keeping requirements on facilities that manufacture, process, pack or hold
          food for human or animal consumption. The Company and its products could
          also become subject to state, provincial and local regulation through such
          measures as the licensing of its facilities; enforcement by state,
          provincial and local health agencies of state, provincial and local
          standards for the Company's products; and regulation of the Company's
          trade practices in connection with the sale of its products. Facilities
          may be subject to inspections and regulations issued pursuant to the U.S.
          Occupational Safety and Health Act by the U.S. Department of Labor. These
          regulations require the Company to comply with certain manufacturing,
          health and safety standards to protect its employees from accidents and to
          establish hazard communication programs to transmit information on the
          hazards of certain chemicals present in products which might be
          distributed by the Company. The Company may also become subject to
          regulation by numerous U.S. federal, state and local regulatory agencies,
          including, but not limited to, the U.S. Department of Labor, which sets
          employment practice standards for workers, and the U.S. Department of
          Transportation, which regulates transportation of perishable and hazardous
          materials and waste, and similar state and local agencies.
      
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        **Facilities**
      Our corporate offices are located at 14145 Proctor Avenue
      Suite 14, City of Industry, California 91746. Our telephone number is
      (626) 336-8684.
      On October 1st, 2008 we commenced a three year lease for a commercial kitchen facility located in
Fullerton, CA. This commercial kitchen comes fully equipped with the necessary equipment required for
the preparation of our products. We are currently exploring adequate equipment, supplies and
technologies satisfactory for the packaging of our products.
          We plan to maintain a modest website located at www.recipekits.com. We have entered into an agreement with a website developer so as to design and implement a fully functional e-commerce enabled internet platform in addition to a sister site located at www.recipehunt.com. The second site shall be content rich including over 50,000 individual recipes for a broad range of meals. It is intended to drive traffic to our primary website at recipekits.com.
      
      
      **Employees**
          We have commenced only limited operations. During the three months ended on December 31st, 2008 the
            Company had one employee in addition to our officers and directors who provide services to us on an as-needed basis. At
            this stage we are still perfecting our product lineup and have limited operations. When we commence full
            operations, we may need to hire additional employees as well as full-time management and administrative
            support staff.
      
      Item 3. Quantitative and Qualitative Disclosures About Market Risk
      As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
      
      Item 4. Controls and Procedures
      Our management is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated
under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the
companys principal executive and principal financial officers and effected by the company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
accounting principles generally accepted in the United States of America 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 company;-
          
          Provide reasonable assurance that transactions are recorded as necessary to permit preparation of
            financial statements in accordance with accounting principles generally accepted in the United States
            of America and that receipts and expenditures of the company are being made only in accordance
            with authorizations of management and directors of the company; and-
          
          Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
            use or disposition of the company’s assets that could have a material effect on the financial
            statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
        misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that
        controls may become inadequate because of changes in conditions, or that the degree of compliance with
        the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
        have inherent limitations. Therefore, even those systems determined to be effective can provide only
        reasonable assurance with respect to financial statement preparation and presentation. Because of the -14-
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      of Contents*inherent limitations of internal control, there is a risk that material misstatements may not be prevented or
          detected on a timely basis by internal control over financial reporting. However, these inherent limitations
          are known features of the financial reporting process. Therefore, it is possible to design into the process
        safeguards to reduce, though not eliminate, this risk.
        As of December 31st, 2008 management assessed the effectiveness of our internal control over financial
          reporting based on the criteria for effective internal control over financial reporting established in Internal
          Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation,
          they concluded that, during the period covered by this report, such internal controls and procedures were
          not effective to detect the inappropriate application of US GAAP rules as more fully described below.
          This was due to deficiencies that existed in the design or operation of our internal controls over financial
          reporting that adversely affected our internal controls and that may be considered to be material
          weaknesses.
        The matters involving internal controls and procedures that our management considered to be material
          weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a
          functioning audit committee due to a lack of a majority of independent members and a lack of a majority
          of outside directors on our board of directors, resulting in ineffective oversight in the establishment and
          monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent
          with control objectives; and (3) ineffective controls over period end financial disclosure and reporting
          processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in
          connection with the review of our financial statements as of December 31st, 2008.
        Management believes that the material weaknesses set forth in items (2) and (3) above did not have an
          effect on our financial results. However, management believes that the lack of a functioning audit
          committee and the lack of a majority of outside directors on our board of directors results in ineffective
          oversight in the establishment and monitoring of required internal controls and procedures, which could
          result in a material misstatement in our financial statements in future periods.
        Management’s Remediation Initiatives
        In an effort to remediate the identified material weaknesses and other deficiencies and enhance our
          internal controls, we have initiated, or plan to initiate, the following series of measures:
        We will create a position to segregate duties consistent with control objectives and will increase our
          personnel resources and technical accounting expertise within the accounting function when funds are
          available to us. And, we plan to appoint one or more outside directors to our board of directors who shall
          be appointed to an audit committee resulting in a fully functioning audit committee who will undertake
          the oversight in the establishment and monitoring of required internal controls and procedures such as
          reviewing and approving estimates and assumptions made by management when funds are available to us.
        Management believes that the appointment of one or more outside directors, who shall be appointed to a
          fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a
          majority of outside directors on our Board.
        We anticipate that these initiatives will be at least partially, if not fully, implemented by September 30,
          2009. Additionally, we plan to test our updated controls and remediate our deficiencies by September 30,
          2009.-15-
      *Table
      of Contents*Changes in internal controls over financial reporting
        There was no change in our internal controls over financial reporting that occurred during the period
          covered by this report, which has materially affected, or is reasonably likely to materially affect, our
        internal controls over financial reporting.-16-
      *Table
      of Contents* PART II - OTHER INFORMATION
      Item 1. Legal Proceedings.
      None.
      Item 1A. Risk Factors.
      As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required
to provide information required by this Item.
      Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
      During the relevant period for this report the Company has not sold any unregistered securities.
      Item 3. Defaults Upon Senior Securities.
      None.
      Item 4. Submission of Matters to a Vote of Security Holders.
      No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended December 31, 2008.
      Item 5. Other Information.
      None
      Item 6. Exhibits and Reports on Form 8-K.
      (a)
        Exhibits required by Item 601 of Regulation S-B Exhibit Number
    Name and/or Identification of Exhibit3.
    Articles of Incorporation & By-Laws(a)
    Articles of Incorporation of Recipe Kits, Inc. filed on October 10, 2006, incorporated by reference to the Registration Statement on Form SB-2, as amended, filed with the SEC on January 30, 2008.(b)
    Bylaws of Recipe Kits, Inc. adopted on October 10, 2006, incorporated by reference to the Registration Statement on Form SB-2, as amended, filed with the SEC on January 30, 2008.31.1
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002 -17-
      *Table
        of Contents* **b) Reports on Form 8-K**During the quarter ending on December 31, 2008, RECIPE KITS, INC. filed the following Current Reports on Form 8-K:Date of Report
    
    Date Filed
    
    Items ReportedNone
    
    None
    
    None -18-
      *Table
        of Contents*  **SIGNATURES**
    Pursuant to the requirements 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.Recipe Kits, Inc.(Registrant)Signature
    
    Title
    
    Date*/s/ Richard Cheang*
    
    President & CEO, Director
    
    April 8, 2009Richard Cheang*/s/ Peter Pei Hwa Yang*
    
    Treasurer & CFO, Director
    
    April 8, 2009Peter Pei Hwa Yang*/s/ Peter Pei Hwa Yang*
    
    Principal Financial Officer
    
    April 8, 2009Peter Pei Hwa Yang*/s/ Peter Pei Hwa Yang*
    
    Principal Accounting Officer
    
    April 8, 2009Peter Pei Hwa Yang  -19-