Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended ~~February~~August 2831, 2009

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File No.000-53151

RECYCLE TECH, INC.

(Exact Name of Registrant as specified in its charter)

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

6890 West 44th Ave. # 3
6343 Umber Circle
Wheat Ridge, Colorado	80033
Arvada, Colorado	80403
(Address of principal executive offices)	(zip code)

(303) ~~539~~ 909-~~9381~~6681

(Registrant's telephone number, including area code)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes [] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small 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 [] No [X]

The number of shares outstanding of the Registrant's common stock, as of the latest practicable date, ~~April~~October 813, 2009, was 4,146,600.

FORM 10-Q

~~RECYCLE~~Recycle ~~TECH,~~Tech ~~INC~~Inc.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION	Page
Item 1. Financial Statements for the period ended February 28, 2009
Item 1. Financial Statements for the period ended August 31, 2009
Balance Sheets	5
Balance Sheet (Unaudited)	5
Statements of Operations (Unaudited)	6
Statements of Cash Flows (Unaudited)	7
Notes to Financial Statements	9
Item 2. Management’s Discussion and Analysis and Plan of Operation	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	1614
Item 4. Controls and Procedures	1614
Item 4T. Controls and Procedures	1614
PART II OTHER INFORMATION
Item 1. Legal Proceedings	1615
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2319
Item 3. Defaults Upon Senior Securities	2319
Item 4. Submission of Matters to a Vote of Security Holders	2319
Item 5. Other Information	2320
Item 6. Exhibits	2420
Signatures	2420

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PART I FINANCIAL INFORMATION

References in this document to "us," "we," or "Company" refer to Recycle Tech Inc.

ITEM 1. FINANCIAL STATEMENTS

RECYCLE TECH, INC.

FINANCIAL STATEMENTS

(Unaudited)

Quarter Ended ~~February~~August 2831, 2009

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Recycle Tech, Inc.

Financial Statements

(Unaudited)

TABLE OF CONTENTS

	Page
CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Consolidated balance sheets	5
Balance sheets	5
Consolidated statements of operations (unaudited )	6
Statements of operation	6
Consolidated statements of cash flows (unaudited )	7
Statements of cash flows	7
Notes to consolidated financial statements	9
Notes to financial statements	9

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RECYCLE TECH, INC.

RECYCLE TECH, INC.
BALANCE SHEETS


				Aug. 31, 2009
	May 31, 2009			(Unaudited)

ASSETS

Current assets
Cash	$	112		$	81
Inventory		-			-
Total current assets		112			81

Fixed assets		2,618			2,618
Less accumulated depreciation		(1,566	)		(1,696	)
Other assets		71			71
		1,123			993

Total Assets	$	1,235		$	1,074


LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable	$	162		$	162
Advances - related party		27,007			34,495
Notes payable		25,000			25,000
Notes payable - related party		33,500			33,500
Interest payable		7,555			10,382
Total current liabilties		93,224			103,539

Total Liabilities		93,224			103,539

Stockholders' Equity
Preferred stock, $.10 par value;
1,000,000 shares authorized;
no shares issued & outstanding		-			-
Common stock, $.001 par value;
50,000,000 shares authorized;
4,146,600 shares issued and outstanding		4,147			4,147
Additional paid in capital		51,153			51,153
Accumulated deficit		(147,289	)		(157,765	)

Total Stockholders' Equity		(91,989	)		(102,465	)

Total Liabilities and Stockholders' Equity	$	1,235		$	1,074

BALANCE SHEETS

				Feb. 28, 2009
	May 31, 2008			(Unaudited)
ASSETS
Current assets
Cash	$	959		$	1,087
Inventory		655			655
Total current assets		1,614			1,742
Fixed assets		2,618			2,618
Less accumulated depreciation		(1,042	)		(1,435	)
Other assets		71			71
		1,647			1,254
Total Assets	$	3,261		$	2,996
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	162		$	162
Advances - related party		22,419			22,683
Notes payable		10,000			25,000
Notes payable - related party		33,500			33,500
Interest payable		2,937			6,415
Total current liabilties		69,018			87,760
Total Liabilities		69,018			87,760
Stockholders' Equity
Preferred stock, $.10 par value;
1,000,000 shares authorized;
No shares issued & outstanding		-			-
Common stock, $.001 par value;
50,000,000 shares authorized;
4,146,600 shares issued and outstanding		4,147			4,147
Additional paid in capital		51,153			51,153
Accumulated deficit		(121,057	)		(140,064	)
Total Stockholders' Equity		(65,757	)		(84,764	)
Total Liabilities and Stockholders' Equity	$	3,261		$	2,996

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

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RECYCLE TECH, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months			Three Months			~~Nine Months~~			~~Nine Months~~
	Ended			Ended			~~Ended~~			~~Ended~~
	Feb. 29, 2008			Feb. 28, 2009			Feb. 29, 2008			Feb. 28, 2009
	Aug. 31, 2008			Aug. 31, 2009
Sales - net of returns	$	~~373~~-		$	-		$	~~20,347~~		$	-
Cost of goods sold		97-			-			~~6,537~~			-
Gross profit		~~276~~-			-			~~13,810~~			-
Operating expenses:
Amortization & depreciation		~~393~~131			131			~~393~~			~~393~~
General and administrative		49,~~712~~261			~~311~~7,026			~~48,472~~			~~11,872~~
		5,105			442			48,865			12,265
		9,392			7,157
Income (loss) from operations		(49,~~829~~392	)		(~~442~~7,157	)		~~(35,055~~	)		~~(12,265~~	)
Other income (expense):
Interest expense		(~~644~~3,985	)		(13,~~532~~319	)		~~(1,925~~	)		~~(6,742~~	)
		(644	)		(1,532	)		(1,925	)		(6,742	)
		(3,985	)		(3,319	)
Income (loss) before
provision for income taxes		(513,~~473~~377	)		(110,~~974~~476	)		~~(36,980~~	)		~~(19,007~~	)
Provision for income tax		-			-			-			-
Net income (loss)	$	(513,~~473~~377	)	$	(110,~~974~~476	)	$	~~(36,980~~	)	$	~~(19,007~~	)
Net income (loss) per share
(Basic and fully diluted)	$	(0.00	)	$	(0.00	)	$	~~(0.01~~	)	$	~~(0.00~~	)
Weighted average number of
common shares outstanding		4,~~134~~146,600			4,146,600			~~4,134,600~~			~~4,146,600~~

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

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RECYCLE TECH, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
	Nine Months			Nine Months
	Three Months			Three Months
	Ended			Ended
	Feb. 29, 2008			Feb. 28, 2009
	Aug. 31, 2008			Aug. 31, 2009
Cash Flows From Operating Activities:
Net income (loss)	$	(3613,~~980~~377	)	$	(1910,~~007~~476	)
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Amortization & depreciation		~~393~~131			~~393~~130
Donated services		4,500			-
Accrued payables		-			10,315
Accounts receivable		(133	)		-
Advances - related party		3,985			-
Inventory		133			-
Other assets
Accrued payables		(627	)		918
Net cash provided by (used for)
Advances - related party		3,198			2,824
operating activities		(9,261	)		(31	)
Other assets		172			-
Net cash provided by (used for)					.
operating activities		(29,344	)		(14,872	)
Cash Flows From Investing Activities:
		-			-
Net cash provided by (used for)
investing activities		-			-
(Continued On Following Page)

(Continued On Following Page)

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

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RECYCLE TECH, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued From Previous Page)

	Nine Months			Nine Months
	Three Months			Three Months
	Ended			Ended
	Feb. 28, 2007			Feb. 29, 2008
	Aug. 31, 2008			Aug. 31, 2009
Cash Flows From Financing Activities:
Notes payable - rel. pty. - borrowings		2812,~~500~~000			~~15000~~-
Notes payable - rel. pty. - payments
Issuance of common stock
Net cash provided by (used for)
financing activities		2812,~~500~~000			~~15,000~~-
Net Increase (Decrease) In Cash		~~(844~~2,739	)		~~128~~(31	)
Cash At The Beginning Of The Period		~~1,713~~959			~~959~~112
Cash At The End Of The Period	$	~~869~~3,698		$	~~1,087~~81
Schedule Of Non-Cash Investing And Financing Activities
None
Supplemental Disclosure
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

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RECYCLE TECH, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-~~QSB~~Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three 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.

Property and equipment

Property and equipment are recorded at cost and depreciated under accelerated 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.

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RECYCLE TECH, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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.

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.

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, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Three quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Annual Reports on Form 10-K, Three quarterly reports on Form 10-Q and any Current Reports on Form 8-K.

Overview and 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.

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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.

We have not been subject to any bankruptcy, receivership or similar proceeding.

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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~~2009 and ~~2007~~2008, our accountants have expressed doubt about our ability to continue as a going concern as a history of losses and a working capital deficit. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to generate sales 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 sales. We cannot guarantee that we will be successful in generating sufficient sales or other funds in the future to cover these operating costs. Failure to generate sufficient sales will cause us to go out of business.

The following discussion involves our results of operations for the three months ~~ending~~ ~~February 28, 2009 and February 29, 2008 and operations for the nine months~~ ending ~~February~~August 2831, 2009 and ~~February~~August 2931, 2008.

~~Our~~We had no sales for the three months ended ~~February~~August 2831, 2009 ~~were~~or ~~$-0- compared to $373~~ for the three months ended ~~February~~August 2931, 2008. ~~Our sales for the nine months ended February 28, 2009 were $-0- compared to $20,347 for the nine months ended February 29, 2008.~~ We are currently attempting to develop a new marketing program and anticipate revenues in the next fiscal quarter.

~~- 12~~We -had no cost of goods sold for the three months ended August 31, 2009 or for the three months ended August 31, 2008.

~~Cost~~Operating ~~of goods~~expenses ~~sold for the three months ended February 28, 2009~~ were $~~-0-~~7,157 ~~compared to $97~~ for the three months ended ~~February~~August 2931, ~~2008. Cost of goods sold for the nine months ended February 28,~~ 2009 ~~were $-0-~~ compared to $69,~~537~~392 for the ~~nine~~ three months ended ~~February~~August 2931, 2008.

~~Operating expenses~~We ~~were~~had ~~$442~~a ~~for~~net ~~the~~loss ~~three~~of ~~months ended February 28, 2009 compared to~~ $510,~~105~~476 for the three months ended ~~February~~August 2931, ~~2008. Operating expenses~~2009 ~~were~~compared ~~$12,265~~to ~~for~~a ~~the~~net ~~nine~~loss ~~months~~of ~~ended February 28, 2009 compared to~~ $3513,~~055~~377 for the ~~nine~~three months ended ~~February~~August 2931, 2008. This decrease was largely attributable to the substantial decrease in general and administrative expenses as a result of decreased marketing activity. We anticipate these costs will increase if can we develop our marketing program.

We had a net loss of $1,974 for the three months ended February 28, 2009 compared to a net loss of $5,473 for the three months ended February 29, 2008. We had a net loss of $19,007 for the nine months ended February 28, 2009 compared to a net loss of $36,980 for the nine months ended February 29, 2008.

We are attempting to develop a new marketing program. We believe that our ability to generate significant revenues will be tied to the success of this new marketing program.

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

Cash and cash equivalents, were $~~1,087~~81 on ~~February~~August 2831, 2009 compared to $~~869~~3,698 on ~~February 29~~August 31, 2008.

Cash used for operating activities was $~~14,872~~ 31 for the ~~nine~~three months ended ~~February~~ 28August 31, 2009 compared to cash used for operating activities of $299,~~344~~261 for the ~~nine~~three months ended ~~February~~August 2931, 2008.

~~Cash used for investing activities $~~-0- ~~for~~12 ~~the nine months ended February 28, 2009 compared to cash used for investing activities of $~~-~~0- for the nine months ended February 29, 2008~~

Cash ~~provided~~ byused ~~financing~~for investing activities ~~was~~ $~~15,000~~-0- for the ~~nine~~three months ended ~~February 28~~August 31, 2009 compared to cash ~~provided~~used byfor ~~financing~~investing activities of $2812,~~500~~000 for the ~~nine~~ three months ended ~~February~~August 2931, 2008. ~~All~~ ~~were related party borrowings.~~ All were related party borrowings.

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.

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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, sales 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.

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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 Registrants, 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 three months of 2005.

- 13 -

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.

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Seasonality

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 4. CONTROLS AND PROCEDURES

Not applicable

ITEM 4T. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer each have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.

There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal three months that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15 or Rule 240.15d-15 of this chapter that occurred during the registrant’s last fiscal three months that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.

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ITEM 1A. 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 $110,~~974~~ 476 for the three months ended ~~February~~August 2831, 2009. We have a deficit in stockholders’ equity of $84102,~~764~~465 at ~~February~~August 2831, 2009. 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 sales 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 quarterly or annual basis in the future.

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, 2008 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 sales 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 sales. We cannot guarantee that we will be successful in generating sufficient sales or other funds in the future to cover these operating costs. Failure to generate sufficient sales will cause us to go out of business.

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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 sales in 2008 and 2009. Mr. Capra has committed to funding our working capital needs until December 2008, but our increased debt to it could make repayment more difficult.

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

As of ~~February~~August 2831, 2009, we owed our shareholder and President, Mr. Capra, a total of $33,500 including accrued interest. Principal and interest on our debt to Mr. Capra is currently due. If Mr. Capra demands payment and we default, we could be unable to continue as a viable business.

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

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

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

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

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

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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.

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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.

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

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

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

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

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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 ~~February~~August 2831, 2009. 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~~ 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.

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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 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.

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

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

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

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

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

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

Our 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. 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.

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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.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

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ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

Exhibits

Exhibit Number	Description

3.1*	Articles of Incorporation
3.2*	Bylaws
31.1	Certification of CEO pursuant to Sec. 302
31.2	Certification of CFO pursuant to Sec. 302
32.1	Certification of CEO pursuant to Sec. 906
32.2	Certification of 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.

SIGNATURES

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 15, 2009	By:	/s/ Bruce A. Capra
Date: October 16, 2009	By:	/s/ Bruce A. Capra
		Bruce A. Capra
		Chief Executive Officer , President and Director (principal executive officer)

Date: April 15, 2009	By:	/s/ Raymond Kasel
Date: October 16, 2009	By:	/s/ Raymond Kasel
		Raymond Kasel
		Chief Financial Officer and Director (principal financial and accounting officer)

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Filing Compare · RECYCLE TECH INC