SecProbe.io

Mail Stop 3561
August 28, 2009
 Jennifer H. Jarvis President and Chief Executive Officer K-Kitz, Inc. 1630 Integrity Drive East Columbus, OH 43209
Re: K-Kitz, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed August 21, 2009
   File No. 333-158426

Dear Mr. Jarvis:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

Dilution of the Price You Pay For Your Shares, page 11

1. We have reviewed your response to prio r comment 1 in our letter dated July 1,
2009.  Please revise your dilu tion tables to reflect data as of June 30, 2009, the
most recent interim financial statements provided in the filing.  Please also note
that if the offering expenses already paid by you have been reflected as a
reduction to pre-offering net tangible book value, we will not object if your post-
offering pro forma net tangible book am ount is reduced only by the unpaid
portion of your offering expenses.  A ccordingly, based on a pre-offering  net
tangible book value of $69,066 as of June  30, 2009, it appears that your pro forma
net tangible book value subsequent to  a maximum offering would be $157,141,
which reflects $100,000 of offering pr oceeds less the $11,925 unpaid offering
expenses disclosed on page 11.  Please ensure you clearly disclose how you
treated offering costs in your  dilution calculations.

Jennifer H. Jarvis
K-Kitz, Inc.
August 28, 2009 Page 2  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 13

Results of Operations, page 15

2. You disclose that the increas e in your revenues from the six month period ended
June 31, 2008 to the six month period ended June 30, 2009 was due to “the
general softness in the overal l economy in early 2009.”  Pl ease tell us and disclose
why a soft economy in 2009 would lead to an increase  in revenues.

Financial Statements

General

3. We note that you made several revisions  to the amounts in your financial
statements from the previous filing but di d not include a restatement footnote or
discuss why the amounts changed.  We also  note that the restatement was not
discussed in your auditor’s report and th at the report date remains unchanged.
Please include a restatement footnote in your next amendment that discusses the changes made to your financial statements and why those changes were necessary.  Provide a table that includes th e original and restated amounts for each
financial statement line item impacted.  Where applicable, mark the appropriate columns impacted by the restatements “as  restated” on the face of your financial
statements.  Also ensure that your audito rs reference the restatement footnote in
their report and dual date the report as necessary.
 Balance Sheet, page F-2

4. We have reviewed your response to prio r comment 7 in our letter dated July 1,
2009.  Although your response indicates that  you issued 4.5 million shares of
common stock to your CEO upon conversi on of an accrued liability, your
disclosures on pages 11 and II-1 indicate that  you received cash consideration for
issuance of the shares.  Furthermore, while your pro forma balance sheet on page F-2 reflects the transaction as a conversion of a liabili ty, your cash flow statement
on page F-17 reflects the issuance as a cash transaction.  Please address this inconsistency and revise your disclosures accordingly.  Please also ensure that
you address the following items:
• If you received cash in the transaction, please note that the proceeds should be
reflected on your cash flow statement as  a financing activity.  Please also

Jennifer H. Jarvis
K-Kitz, Inc.
August 28, 2009 Page 3
revise your pro forma balance sheet on pa ge F-2 to reflect the cash proceeds
and necessary adjustments to APIC.  Please note that the pro forma accrued compensation liability would remain unc hanged under this scenario.

• If you issued the shares upon conversion of  a liability, revise your disclosures
on pages 11 and II-1 to clearly indicate that they were issued upon conversion
of a payable and that you did not receiv e cash in the transaction.  Since you
did not receive cash in the transactio n, please also revise your cash flow
statement on page F-17 to remove this non-cash financing activity.

Income Statement, page F-3

5. We note that there are typos in the li ne item “Cost of sales – related party
(Jendco).”  Please revise your filing accordingly.

Income Statement, page F-15

6. We note that cost of sales for the three month period ended June 30, 2009 is
greater than cost of sales for the si x month period ended June 30, 2009.  Please
revise your filing accordingly.
 Statement of Stockholders’ Equity, page F-16

7. It appears that your references to 45 million shares should actually read 4.5
million shares.  Please revise your disclosures here and on your interim balance sheet.
****

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

Jennifer H. Jarvis
K-Kitz, Inc. August 28, 2009 Page 4
You may contact Andrew Blume, Acc ountant, at (202) 551-3254 if you have
questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg, Staff Attorney, at (202) 551-3342, or Mara Ransom, Legal
Branch Chief, or me at (202) 551-3720 with any other questions.
        S i n c e r e l y ,          H. Christopher Owings
Assistant Director
 cc: Spencer G. Feldman, Esq.
 Greenberg Traurig, LLP