UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

                For the quarterly period ended September 30, 2008

                                       or

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

                      Commission File Number: 033-55254-27


                                 BRIGHTEC, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


            Nevada                                           87-0438637
-------------------------------                          ------------------
(State or other jurisdiction of                            (IRS Employer
 incorporation or organization)                          Identification No.)


          8C Pleasant Street South, First Floor, Natick, MA 01760-5622
          ------------------------------------------------------------
               (Address of principal executive offices, Zip code)


                                 (508) 647-9710
                           ---------------------------
                           (Issuer's telephone number)


    Securities registered pursuant to Section 12(b) of the Exchange Act: None

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

                         Common Stock, $0.001 par value
                         ------------------------------
                                (Title of class)

Check whether the Company (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.

                                 [X] Yes [ ] No

Indicate by check mark whether the Company is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 [ ] Yes [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or 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   [ ]                        Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                   Number of shares outstanding
            Class                                    as of November 13, 2008
------------------------------                     -----------------------------
Common stock, $0.001 par value                             144,342,837

<PAGE>

                                      INDEX

                                                                     Page Number

Note Regarding Forward Looking Statements                                   3

Part I.  Financial Information

         Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets at September 30, 2008
               (Unaudited) and December 31, 2007 (Audited)                  4

           Condensed Consolidated Statements of Operations and
               Accumulated Deficit and Comprehensive Loss for the
               Three- and Nine Month Periods Ended
               September 30, 2008 and 2007 (Unaudited)                      5

           Consolidated Statements of Cash Flows for the Nine Month
               Periods Ended September 30, 2008 and 2007 (Unaudited)        6

           Notes to Condensed Consolidated Financial Statements
               (Unaudited)                                                7 - 12

         Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                   13 - 18

         Item 3.  Quantitative and Qualitative Disclosures About
                   Market Risk                                             18

         Item 4T. Controls and Procedures                                  18

Part II. Other Information

         Item 1.  Legal Proceedings                                        19

         Item 2.  Unregistered Sales of Equity and Use of Proceeds         19

         Item 3.  Defaults upon Senior Securities                          19

         Item 4.  Submission of Matters to a Vote of Security Holders      19

         Item 5.  Other Information                                        19

         Item 6.  Exhibits                                                 20

Signatures                                                                 21

                                       2
<PAGE>

Note Regarding Forward Looking Statements:

This Form 10-Q and other reports filed by the Company from time to time with the
U.S. Securities and Exchange Commission (the "SEC"), as well as the Company's
press releases, contain or may contain forward-looking statements. The
information provided is based upon beliefs of, and information currently
available to, the Company's management, as well as estimates and assumptions
made by the Company's management. Statements that are not statements of
historical fact may be deemed to be forward-looking statements. Forward-looking
statements can be identified by the use of forward-looking terminology such as
"believes," "may," "should," "anticipates," "estimates," "expects," "future,"
"intends," "hopes," "plans," or the negative thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
could cause actual results of the Company to vary materially from historical
results or from any future results expressed or implied in such forward-looking
statements.

Any statements contained in this Form 10-Q that do not describe historical
facts, including without limitation statements concerning expected revenues,
earnings, product introductions and general market conditions, may constitute
forward-looking statements. Any such forward-looking statements contained herein
are based on current expectations, but are subject to a number of risks and
uncertainties that may cause actual results to differ materially from
expectations. The factors that could cause actual future results to differ
materially from current expectations include, but are not limited to, the
following: the Company's ability to raise the financing required to support the
Company's operations; the Company's ability to establish its intended
operations; fluctuations in demand for the Company's products and services; the
Company's ability to manage its growth; the Company's ability to develop, market
and introduce new and enhanced products on a timely basis; the Company's ability
to attract customers; and the ability of the Company to compete successfully in
the future. Any forward-looking statements should be considered in light of
those factors.

The Company files periodic reports with the SEC, as well as current reports on
Form 8-K, proxy or information statements and other reports required of publicly
held reporting companies. The public may read and copy any materials the Company
files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet site that contains the reports, proxy and information
statements, and other information that the Company files electronically with the
SEC, which is available on the Internet at www.sec.gov. Further information
about the Company and its subsidiary may be found at www.brightec.com.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                          Brightec, Inc. and Subsidiary
                      Condensed Consolidated Balance Sheets
                    September 30, 2008 and December 31, 2007
                                                                               September 30,    December 31,
                                                                                   2008            2007
                                                                               ------------    ------------
                                                                               (Unaudited)      (Audited)
<S>                                                                            <C>             <C>
                                     ASSETS
Current assets
     Cash                                                                      $     25,568    $     32,464
     Accounts receivable                                                                 --           3,936
     Inventory                                                                      370,486         213,578
     Prepaid expenses                                                                53,024          11,675
                                                                               ------------    ------------
                                                       TOTAL CURRENT ASSETS         449,078         261,653
                                                                               ------------    ------------

Office and photographic equipment                                                    27,984          23,511
     Less: accumulated depreciation                                                 (24,381)        (23,511)
                                                                               ------------    ------------
                                                                                      3,603              --
                                                                               ------------    ------------

Deposit                                                                               3,033           2,041
Deferred offering costs                                                                  --          20,085
                                                                               ------------    ------------
                                                                                      3,033          22,126
                                                                               ------------    ------------

                                                               TOTAL ASSETS    $    455,714    $    283,779
                                                                               ============    ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
     Line of credit                                                            $    650,000    $    700,000
     Accounts payable                                                                93,814         105,881
     Accrued liabilities (including related party interest of
          $36,652 and $16,417 as of September 30, 2008 and
          December 31, 2007, respectively)                                          439,603         317,669
     Advances due to related party                                                1,614,660         809,150
                                                                               ------------    ------------
                                                  TOTAL CURRENT LIABILITIES       2,798,077       1,932,700
                                                                               ------------    ------------
Stockholders' deficit
     Preferred stock                                                                     --              --
     Common stock                                                                   144,343         144,093
     Additional paid-in capital                                                  12,485,890      12,485,390
     Deferred compensation expense                                                  (28,662)        (50,807)
     Accumulated deficit                                                        (15,142,449)    (14,426,481)
     Accumulated other comprehensive income                                         198,515         198,884
                                                                               ------------    ------------
                                                TOTAL STOCKHOLDERS' DEFICIT      (2,342,363)     (1,648,921)
                                                                               ------------    ------------

                                TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT    $    455,714    $    283,779
                                                                               ============    ============
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                        4
<PAGE>
<TABLE>
<CAPTION>

                          Brightec, Inc. and Subsidiary
                 Condensed Consolidated Statements of Operations
                 and Accumulated Deficit and Comprehensive Loss

                                                   For the Three Months Ended        For the Nine Months Ended
                                                 ------------------------------    ------------------------------
                                                 September 30,    September 30,    September 30,    September 30,
                                                     2008             2007             2008             2007
                                                 -------------    -------------    -------------    -------------
                                                  (Unaudited)      (Unaudited)      (Unaudited)      (Unaudited)
<S>                                              <C>              <C>              <C>              <C>
Sales                                            $       2,234    $       2,153    $      11,503    $       7,403

Cost of sales                                            1,644            1,141            8,737            3,791
                                                 -------------    -------------    -------------    -------------

Gross profit                                               590            1,012            2,766            3,612
                                                 -------------    -------------    -------------    -------------

Operating expenses
     Research and development                           12,758           32,706           84,476           87,951
     Selling and marketing                              51,143           45,153          155,603          126,496
     General and administrative (including
          related party consulting expenses of
          $7,551, $1,642, $22,489 and $1,642,
          respectively)                                139,163          133,916          352,020          571,293
                                                 -------------    -------------    -------------    -------------
                                                       203,064          211,775          592,099          785,740
                                                 -------------    -------------    -------------    -------------

Operating loss                                        (202,474)        (210,763)        (589,333)        (782,128)
                                                 -------------    -------------    -------------    -------------

Other Income (Expense)
     Interest income                                        --               --                6               37
     Interest expense (including related party
          interest expense of $8,738, $5,512,
          $20,234 and $10,390, respectively            (44,354)         (38,734)        (126,641)        (109,752)
     Financing costs                                        --               --               --         (128,680)
                                                 -------------    -------------    -------------    -------------
                                                       (44,354)         (38,734)        (126,635)        (238,395)
                                                 -------------    -------------    -------------    -------------

Net loss                                              (246,828)        (249,497)        (715,968)      (1,020,523)

Accumulated deficit - beginning                    (14,895,621)     (13,834,273)     (14,426,481)     (13,063,247)
                                                 -------------    -------------    -------------    -------------

Accumulated deficit - ending                     $ (15,142,499)   $ (14,083,770)   $ (15,142,499)   $ (14,083,770)
                                                 =============    =============    =============    =============

Basic and diluted net loss per share             $          --    $          --    $          --    $       (0.01)
                                                 =============    =============    =============    =============

Weighted average number of shares used
in the computation of basic and diluted net
loss per share                                     144,342,837      141,577,620      144,264,082      132,421,726
                                                 =============    =============    =============    =============

COMPREHENSIVE LOSS

     Net loss                                    $    (246,828)   $    (249,497)   $    (715,968)   $  (1,020,523)

     Foreign currency translation adjustment               786              301             (369)           2,081
                                                 -------------    -------------    -------------    -------------

     Comprehensive loss                          $    (246,042)   $    (249,196)   $    (716,337)   $  (1,018,442)
                                                 =============    =============    =============    =============
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                          Brightec, Inc. and Subsidiary
                 Condensed Consolidated Statements of Cash Flows

                                                                                For the Nine Months Ended
                                                                               ----------------------------
                                                                               September 30,   September 30,
                                                                                   2008            2007
                                                                               ------------    ------------
                                                                               (Unaudited)     (Unaudited)
<S>                                                                            <C>             <C>
Cash flows from operating activities

Net loss                                                                       $   (715,968)   $ (1,020,523)

     Adjustments to reconcile net loss to net cash used for
          operating activities:
               Amortization of deferred stock based compensation                     22,895           1,642
               Accrued interest on advances from related party                       20,234          10,390
               Depreciation and amortization expense                                    870              --
               Amortization of deferred financing costs                                  --          44,369
               Write-off of deferred offering costs                                  20,085              --
               General and administrative expenses associated with
                    stock based transactions                                             --          60,500
               Selling and marketing expenses associated with stock
                    based transactions                                                   --          22,500
               Financing costs associated with stock based transactions                  --         128,680
               Accrued interest on note receivable - related party                       --             (37)
     Changes in operating assets and liabilities:
          (Increase) decrease in:
               Accounts receivable                                                    3,936            (510)
               Inventory                                                           (156,908)       (153,607)
               Prepaid expenses                                                     (41,349)         (1,089)
               Deposit                                                                 (992)            744
          Increase (decrease) in:
               Accounts payable                                                     (12,067)         60,000
               Accrued liabilities                                                  101,700          43,007
                                                                               ------------    ------------
                                     Net cash used for operating activities        (757,564)       (803,934)
                                                                               ------------    ------------

Cash flows from investing activities
     Purchases of property and equipment                                             (4,473)             --
     Repayment of note receivable - related party                                        --          11,030
                                                                               ------------    ------------
                       Net cash provided by (used for) investing activities          (4,473)         11,030
                                                                               ------------    ------------

Cash flows from financing activities
     Advances received from related party                                           805,510         802,400
     Repayment of advances from line of credit                                      (50,000)             --
     Repayment of advances from related party                                            --         (19,250)
     Payment of deferred offering costs                                                  --         (20,085)
                                                                               ------------    ------------
                                  Net cash provided by financing activities         755,510         763,065
                                                                               ------------    ------------

Effects of changes in foreign exchange rates                                           (369)          2,081
                                                                               ------------    ------------

                                                       Net decrease in cash          (6,896)        (27,758)

Cash - beginning                                                                     32,464          51,836
                                                                               ------------    ------------

Cash - ending                                                                  $     25,568    $     24,078
                                                                               ============    ============
</TABLE>

    See NOTE 13 for supplemental cash flow information.

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       6
<PAGE>

                          Brightec, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE 1 - OPERATIONS
Brightec, Inc. ("Brightec" or the "Company") develops and markets luminescent
films incorporating luminescent or phosphorescent pigments (the "Luminescent
Products"). These pigments absorb and reemit visible light producing a "glow"
which accounts for the common terminology "glow in the dark." The Luminescent
Products will be sold primarily as a printable luminescent film designed to add
luminescence to existing or new products. The Company uses third parties for
manufacturing, and markets and sells graphic quality printable luminescent
films. These films are based on the Company's proprietary and patented
technology, which enables prints to be of photographic quality by day and
luminescent under low light or night conditions. The Company expects that its
Luminescent Products will be available for sale in a number of versions
appropriate for commonly used commercial and personal printing technology,
including offset printing, laser or inkjet printing, plus a variety of "print on
demand" digital technologies. The Company offers its products in sheets and
rolls.

NOTE 2 - INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements at
September 30, 2008 and for the three- and nine month periods then ended includes
the accounts of the Company and its wholly-owned subsidiary, Brightec S.A. (the
"Subsidiary"), a Swiss corporation. All inter-company transactions and balances
have been eliminated in consolidation. These unaudited condensed consolidated
financial statements have been prepared on the same basis as the audited
consolidated financial statements included in our Annual Report on Form 10-KSB
for the year ended December 31, 2007, and include all adjustments, necessary to
make the financial statements not misleading. Certain footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States ("GAAP") have been condensed
or omitted in accordance with rules of the Securities and Exchange Commission
(the "SEC") for interim reporting. These condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements included in our Annual Report on Form 10-KSB for the year ended
December 31, 2007.

NOTE 3 - LIQUIDITY, MANAGEMENT PLANS AND GOING CONCERN
The Company had a working capital deficit of $2,348,999 and an accumulated
deficit of $15,142,449 at September 30, 2008, and recurring net losses since
inception. The ability of the Company to continue to operate as a going concern
is primarily dependent upon the ability of the Company to raise the necessary
financing, to effectively produce and market Brightec's products at competitive
prices, to establish profitable operations and to generate positive operating
cash flows. If the Company fails to raise funds, or the Company is unable to
generate operating profits and positive cash flows, there are no assurances that
the Company will be able to continue as a going concern and it may be unable to
recover the carrying value of its assets.

In 2006 the Company entered into a $750,000 Loan and Security Agreement (the
"Loan Agreement") with Ross/Fialkow Capital Partners, LLP, Trustee of the
Brightec Capital Trust ("Ross/Fialkow") and borrowed $650,000. During 2007, the
Company borrowed an additional $50,000 under the Loan Agreement and on September
25, 2008, repaid $50,000 of the previous borrowings. As of September 30, 2008,
the remaining funds available under the Loan Agreement were $100,000. See NOTE 8
- LINE OF CREDIT.

The Company's president has been funding its cash requirements as needed through
unsecured, interest bearing cash advances. For the period January 1, 2008
through September 30, 2008, the spresident has made unsecured cash advances of
$795,000 and paid other operating liabilities of $10,510. See NOTE 7 - RELATED
PARTY TRANSACTIONS.

Management believes that it will continue to be successful in generating the
necessary financing to fund the Company's operations throughout the 2008
calendar year; however, unless alternative sources of funding are identified,
the Company will be totally dependent on its president to finance its
operations. Due to the recent turmoil in the global economy, it is uncertain
that those funds will be available when the Company requires them and there is
no guarantee that the president will continue such financing.

                                       7
<PAGE>

                          Brightec, Inc. and Subsidiary
        Notes to Condensed Consolidated Financial Statements - continued
                                   (Unaudited)

NOTE 4 - EARNINGS (LOSS) PER SHARE
The Company computes earnings or loss per share in accordance with Statement of
Financial Accounting Standard ("SFAS") No. 128, "Earnings per Share." Basic
earnings per share, is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding.
Diluted earnings per share reflects the potential dilution that could occur if
securities or other agreements to issue common stock were exercised or converted
into common stock, only in the periods in which the effect is dilutive. The
following securities have been excluded from the calculation of net loss per
share, as their effect would be anti-dilutive:
<TABLE>
<CAPTION>

                                                For the Three Months           For the Nine Months
                                                 Ended September 30,           Ended September 30,
                                            ----------------------------   ----------------------------
                                                2008            2007           2008            2007
                                            ------------    ------------   ------------    ------------
                                            (Unaudited)     (Unaudited)    (Unaudited)     (Unaudited)
<S>                                            <C>             <C>            <C>              <C>
Warrants (weighted average)                    6,320,832       6,320,832      6,320,832       6,366,925
                                            ============    ============   ============    ============

Convertible debt (weighted average)            5,801,630       5,416,667      5,822,688       5,416,667
                                            ============    ============   ============    ============

Stock options (weighted average)              20,500,000      23,847,183     20,500,000      24,586,915
                                            ============    ============   ============    ============
</TABLE>

NOTE 5 - INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market
value and consist of the following at September 30, 2008 and December 31, 2007,
respectively:
<TABLE>
<CAPTION>

                                                                           September 30,   December 31,
                                                                               2008            2007
                                                                           ------------    ------------
                                                                           (Unaudited)       (Audited)
<S>                                                                        <C>             <C>
Raw materials                                                              $     31,942    $     23,728
Work in process                                                                 175,237         122,699
Finished goods                                                                  163,307          67,151
                                                                           ------------    ------------
                                                                           $    370,486    $    213,578
                                                                           ============    ============
</TABLE>

NOTE 6 - INCOME TAXES
The Company has not calculated the tax benefits of its net operating losses as
of September 30, 2008 and December 31, 2007 since it does not have the required
information. The Company has not filed its federal and state corporate tax
returns for years ended December 31, 2007, 2005, 2004, 2003, 2002 and 2000. The
tax returns filed for 2006 and 2001 (if permitted by statute) will need to be
amended. Due to the uncertainty over the Company's ability to utilize these
operating losses, any deferred tax assets, when determined, would be fully
offset by a valuation allowance.

NOTE 7 - RELATED PARTY TRANSACTIONS

Note Receivable - Related Party
-------------------------------
As of December 31, 2006, a note was receivable from the Company's president, who
is also a director and stockholder. The note, due no later than December 31,
2011, bore interest at a fixed rate of 5.05% and was full-recourse. Interest on
the note was accrued quarterly and due annually. During the nine month period
ended September 30, 2007, the entire outstanding balance of $10,993 plus accrued
interest was paid in full. The Company recognized interest income of $0 and $37
for the three- and nine month periods ended September 30, 2007, respectively.

                                       8
<PAGE>

                          Brightec, Inc. and Subsidiary
        Notes to Condensed Consolidated Financial Statements - continued
                                   (Unaudited)


Advances due to related party
-----------------------------
At December 31, 2007, the Company owed its president $809,150 in connection with
unsecured cash advances made by him to the Company. During the three- and nine
month periods ended September 30, 2008, he made advances to the Company of
$275,114 and $805,510, respectively, of which $114 and $10,510, respectively,
were for costs incurred by the Company that he paid for personally. During the
three- and nine month periods ended September 30, 2008, the Company did not
repay any of the outstanding advances.

All such advances bear interest at the Internal Revenue Service short term
"Applicable Federal Rate" (2.36% and 3.81% at September 30, 2008 and December
31, 2007, respectively) calculated and accrued monthly. As of September 30, 2008
and December 31, 2007, accrued interest owed on the unsecured cash advances was
$36,652 and $16,417, respectively. Interest expense incurred for the three- and
nine month periods ended September 30, 2008 and 2007 was $8,738, $5,512, $20,234
and $10,390, respectively.

Consulting agreement
--------------------
On September 11, 2007, the Company issued 2,000,000 shares of common stock,
valued at $60,000, as consideration for a two-year consulting contract with a
significant stockholder. These shares were issued at $0.03 per share, the
closing price of the Company's common stock on the aforementioned date. For the
three- and nine month periods ended September 30, 2008 and 2007, the Company
recognized non-cash consulting expense of $7,551, $1,642, $22,489 and $1,642,
respectively, related to the consulting agreement. At September 30, 2008 and
December 31, 2007, no monies were owed to this stockholder.

NOTE 8 - LINE OF CREDIT
On June 8, 2006, the Company entered into the Loan Agreement with Ross/Fialkow,
in the amount of $750,000. The Loan Agreement, which was scheduled to expire on
June 30, 2008, was extended until December 31, 2008 under an agreement dated
June 16, 2008. The Company incurred a $2,500 renewal fee for the extension.
Advances from the line of credit bear interest at 20% per annum. The principal
amount of the loan plus accrued but unpaid interest, if any, is convertible at
any time prior to payment at the election of Ross/Fialkow, into the Company's
common stock at the rate of $0.12 per share. Such shares carry piggy-back
registration rights. All assets of the Company have been pledged, including the
assets of the Subsidiary.

As of September 30, 2008 and December 31, 2007, the outstanding balance on the
line of credit was $650,000 and $700,000, respectively. Interest expense was
$35,612, $33,222, $106,390 and $99,362 for the three- and nine month periods
ended September 30, 2008 and 2007, respectively.

NOTE 9 - ACCRUED EXPENSES
At September 30, 2008 and December 31, 2007, accrued expenses consisted of the
following:
<TABLE>
<CAPTION>

                                                                          September 30,   December 31,
                                                                              2008            2007
                                                                          ------------    ------------
                                                                           (Unaudited)     (Audited)
<S>                                                                       <C>             <C>
Executive officer compensation                                            $    300,000    $    187,500
Professional fees                                                               51,341          47,554
Employee compensation                                                           30,000          35,000
Interest (including related party interest of $36,652 and $16,714
     as of September 30, 2008 and December 31, 2007, respectively)              48,152          28,306
Payroll and other taxes                                                          9,979          13,896
Purchases                                                                           --           4,772
Other                                                                              131             641
                                                                          ------------    ------------

                                                                          $    439,603    $    317,669
                                                                          ============    ============
</TABLE>

                                       9
<PAGE>

                          Brightec, Inc. and Subsidiary
        Notes to Condensed Consolidated Financial Statements - continued
                                   (Unaudited)

NOTE 10 - CAPITAL STOCK

Number of Shares of Common Stock Authorized, Issued and Outstanding
-------------------------------------------------------------------
Under the Company's charter, 245,000,000 shares of $0.001 par value common stock
are authorized. As of September 30, 2008 and December 31, 2007, 144,342,837 and
144,092,837 shares of common stock, respectively, were issued and outstanding.

Number of Shares of Preferred Stock Authorized, Issued and Outstanding
----------------------------------------------------------------------
5,000,000 shares of "blank check" preferred stock are authorized under the
Company's Articles of Incorporation. The terms, rights and features of the
preferred stock will be determined by the Board of Directors upon issuance.
Subject to the provisions of the Company's Certificate of Amendment to its
Articles of Incorporation and the limitations prescribed by law, the Board of
Directors would be expressly authorized, at its discretion, to adopt resolutions
to issue shares, to fix the number of shares and to change the number of shares
constituting any series and to provide for or change the voting powers,
designations, preferences and relative, participating, optional or other special
rights, qualifications, limitations or restrictions thereof, including dividend
rights (including whether the dividends are cumulative), dividend rates, terms
of redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any series of the
preferred stock, in each case without any further action or vote by the
stockholders. The Board of Directors would be required to make any determination
to issue shares of preferred stock based on its judgment as to the best
interests of the Company and its stockholders. There were no shares of preferred
stock issued and outstanding at September 30, 2008 or December 31, 2007.

Issuances of Common Stock
-------------------------
On March 14, 2008, the Company agreed to issue 250,000 shares of its common
stock valued at $750 to Agoracom Investor Relations Corp. ("Agoracom") as
payment under an Investor Relations Agreement (the "IR Agreement"). The 250,000
shares of common stock were issued on March 28, 2008. Agoracom was supposed to
receive an additional 200,000 shares of common stock on September 17, 2008,
however, due to certain marketing delays, Agoracom agreed to suspend the IR
Agreement for six months. The Company expects to restart the IR Agreement no
later than the first quarter of 2009, at which time the status of the 200,000
shares of common stock will be determined.

Deferred Compensation Expense
-----------------------------
As discussed in NOTE 7 - RELATED PARTY TRANSACTIONS, 2,000,000 shares of common
stock, valued at $60,000, were issued as consideration for a two-year consulting
contract with a significant stockholder. The value of the stock issuance was
recognized as deferred compensation and is being amortized over twenty-four
months (the term of the consulting contract). As of September 30, 2008 and
December 31, 2007, the unamortized balance of deferred compensation, related to
the consulting contact with the significant stockholder was $28,318 and $50,807,
respectively.

As previously discussed, on March 14, 2008, the Company agreed to issue 250,000
shares of its common stock valued at $750 to Agoracom pursuant to the IR
Agreement. The value of the stock issuance was recognized as deferred
compensation and is being amortized over twelve months (the term of the IR
Agreement). As of September 30, 2008, the unamortized balance of deferred
compensation, related to the IR Agreement was $344.

As of September 30, 2008 and December 31, 2007, the unamortized balance of
deferred compensation expense was $28,662 and $50,807, respectively.

NOTE 11 - COMMITMENT
The Company entered into a new three-year operating lease for its office space
effective July 1, 2008, expiring on June 30, 2011. The annual rent is $33,600 in
the first year, $35,000 in the second year and $36,400 in the third year. In
addition to the standard lease terms, the landlord has agreed to re-carpet and
re-paint the occupied space.

The required security deposit increased from $2,041 to $3,033. At the end of the
initial three-year term, the Company has the option to extend the lease (the
"Extension Option") for an additional three-year term by giving the landlord

                                       10
<PAGE>

                          Brightec, Inc. and Subsidiary
        Notes to Condensed Consolidated Financial Statements - continued
                                   (Unaudited)

nine months advance notice of its intent to do so. Upon the commencement of the
Extension Option, the monthly rent will be equal to the fair market rent for the
premises but not less than the rent for the most recent term increased by $1 per
square foot per year.

As of September 30, 2008, the minimum required lease payments under the new
operating lease, are as follows:

                                Twelve month
                                period ended             Amount
                             ------------------       ------------
                             September 30, 2009       $     33,950
                             September 30, 2010             35,350
                             September 30, 2011             27,300
                                                      ------------
                                                      $     96,600
                                                      ============

NOTE 12 - RECENT ACCOUNTING PRONOUNCEMENTS
On January 1, 2008, the Company adopted SFAS No. 157, "Fair Value Measurements."
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosure about
fair value measurement. The Company does not anticipate that the adoption of
this pronouncement will have a material impact on its financial condition or
results of its operations.

On January 1, 2008, the Company adopted SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115," which permits a company to measure certain financial assets
and financial liabilities at fair value that were not previously required to be
measured at fair value. We have not elected to measure any financial assets and
financial liabilities at fair value which were not previously required to be
measured at fair value. Therefore, the adoption of this standard has had no
effect on the Company's financial position or the results of its operations.

In December 2007, the Financial Accounting Standards Board (the "FASB") issued
SFAS No. 141(R), "Business Combinations (revised 2007)." SFAS No. 141(R) applies
the acquisition method of accounting for business combinations established in
SFAS No. 141 to all acquisitions where the acquirer gains a controlling
interest, regardless of whether consideration was exchanged. Consistent with
SFAS No. 141, SFAS No. 141(R) requires the acquirer to fair value the assets and
liabilities of the acquiree and record goodwill on bargain purchases, with the
main difference the application to all acquisitions where control is achieved.
SFAS No. 141(R) is effective for financial statements issued for fiscal years
beginning after December 15, 2008. The Company will adopt SFAS No. 141(R) on
January 1, 2009; however, the Company does not anticipate that the adoption will
have a material impact on its financial condition or results of its operations.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51." SFAS No. 160
requires companies with noncontrolling interests to disclose such interests
clearly as a portion of equity but separate from the parent's equity. The
noncontrolling interest's portion of net income must also be clearly presented
on the income statement. SFAS No. 160 is effective for financial statements
issued for fiscal years beginning after December 15, 2008. The Company will
adopt SFAS No. 160 as of January 1, 2009; however, it does not anticipate that
the adoption will have a material impact on its financial condition or results
of its operations.

In February 2008, the FASB issued FASB Staff Position 157-2, "Effective Date of
FASB Statement No. 157," which delays the effective date of SFAS No. 157 until
January 1, 2009, for all nonfinancial assets and nonfinancial liabilities,
except for items that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). The Company believes the
adoption of the delayed items of SFAS No. 157 will not have a material impact on
its financial statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement No. 133."
SFAS No. 161 gives financial statement users better information about the

                                       11
<PAGE>

                          Brightec, Inc. and Subsidiary
        Notes to Condensed Consolidated Financial Statements - continued
                                   (Unaudited)

reporting entity's hedges by providing for qualitative disclosures about the
objectives and strategies for using derivatives, quantitative data about the
fair value of and gains and losses on derivative contracts, and details of
credit-risk-related contingent features in their hedged positions. SFAS No. 161
is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged,
but not required. The Company will adopt SFAS No. 161 as of January 1, 2009;
however, it does not anticipate that the adoption of SFAS No. 161 will have a
material effect on its financial statements.

The Company does not believe that any other recently issued, but not yet
effective, accounting standard if currently adopted would have a material effect
on the accompanying financial statements.

NOTE 13 - SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>

                                                                 For the Nine Months Ended
                                                                --------------- ------------
                                                                September 30,   September 30,
                                                                    2008            2007
                                                                ------------    ------------
                                                                 (Unaudited)    (Unaudited)
<S>                                                             <C>             <C>
Supplemental disclosure of cash flow information

   Cash paid during the period for interest                     $    106,783    $    110,113
                                                                ============    ============

Non-cash activities

   Issuance of common stock related to investor relations
          agreement                                             $        750    $         --
                                                                ============    ============

   Issuance of warrants related to private placements           $         --    $      4,244
                                                                ============    ============

   Issuance of common stock for services                        $         --    $     60,000
                                                                ============    ============

   Issuance of common stock in satisfaction of accrued
          liabilities - related party                           $         --    $    150,000
                                                                ============    ============

   Issuance of common stock in satisfaction of advances
          from related party                                    $         --    $    210,000
                                                                ============    ============
</TABLE>

                                       12
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following discussion of the our financial condition and results of our
operations should be read in conjunction with the Condensed Consolidated
Financial Statements and Notes thereto included elsewhere in this Quarterly
Report on Form 10-Q and our Annual Report on Form 10-KSB for the year ended
December 31, 2007. This Quarterly Report on Form 10-Q contains forward-looking
statements based on our current expectations, assumptions, estimates and
projections about us and our industry. These forward-looking statements are
usually accompanied by words such as "believes," "may," "should," "anticipates,"
"estimates," "expects," "future," "intends," "hopes," "plans," and similar
expressions, and the negative thereof. Forward-looking statements involve risks
and uncertainties and our actual results may differ materially from the results
anticipated in these forward-looking statements as a result of certain factors.

CRITICAL ACCOUNTING POLICIES
Certain of our accounting policies are particularly important to the portrayal
and understanding of our financial position and results of operations and
require us to apply significant judgment in their application. As a result,
these policies are subject to an inherent degree of uncertainty. In applying
these policies, we use our judgment in making certain assumptions and estimates.
Our critical accounting policies, which consist of revenue recognition, accounts
receivable reserves, inventories, derivative instruments (including stock
options) and income taxes are described in our Annual Report on Form 10-KSB for
the year ended December 31, 2007. There have been no material changes to our
critical accounting policies as of and for the three- and nine month periods
ended September 30, 2008.

OVERVIEW
We develop and market luminescent films incorporating luminescent or
phosphorescent pigments (the "Luminescent Products"). These pigments absorb and
re-emit visible light producing a "glow" which accounts for the common
terminology "glow in the dark." Our Luminescent Products have been and will be
sold primarily as a printable luminescent film designed to add luminescence to
existing or new products. We manufacture, through third-party manufacturers,
market and sell graphic quality printable luminescent films. These films are
based on our proprietary and patented technology that enables prints to be of
photographic quality by day and luminescent by night. Our Luminescent Products
are available for sale in a number of versions appropriate for commonly used
commercial and personal printing technology, including offset printing or inkjet
printing, plus a variety of "print on demand" digital technologies. We currently
offer our products in sheets and rolls.

We completed the process of redesigning our website and began to introduce our
new product lines to the marketplace. We started introducing our new products to
the market in September 2007. During the first and second quarters of 2007, as a
result of our anticipated new product lines introduction, we began building our
inventory to meet the anticipated product demand.

Products that we introduced by the end of the 2007 included a line of new and
improved printing quality inkjet sheets of different formats, which are being
sold in small packs and bulk packs for the home, office and photographic digital
printing market, a line of inkjet rolls and sheets for the wide format digital
printing market, and a line of offset sheets and "flexo" for the commercial
printing market. Offset printing refers to the printing technique where an inked
image is transferred from a plate to a rubber blanket, and then to a printing
surface. "Flexo," and industry term, refers to the printing method whereby a
print is made by creating a positive mirror master of the image as a 3D relief.
A measured amount of ink is put on the surface of the printing plate. The print
surface then rotates, contacting the print material which transfers the ink.

We achieved our goal of launching our new website in September 2007 and we began
to introduce our new product line shortly thereafter. We anticipated introducing
a new product line every subsequent month and having all of our currently
planned products introduced to the market by the end of 2007. However, due to a
manufacturing complication, we were forced into re-working our manufacturing
process, which caused us not to be able to introduce all of the new product
lines that we had anticipated.

As previously discussed, we had been building the volume of our inventory for
the anticipated product demand once we introduced our new product line through
our website. We continued our attempts to further reduce our product cost;
however, during the second quarter of 2008, we changed our focus to developing a
sales and marketing effort since further cost reductions could not be achieved
because of the rising cost of our raw materials.

                                       13
<PAGE>

We continued to build our inventory in the second quarter of 2008 in
anticipation of generating 100% of our marketing materials in the third quarter
to be used in a major sales and marketing effort that we plan to begin in the
fourth quarter of 2008. These marketing materials, some of which were
professionally printed in September 2008, will shorten our marketing cycle as we
will be able to present any of our products on demand. We will also have our
cost structure in place in the fourth quarter of 2008 so that we can quote the
customer on demand.

Our major sales and marketing effort will involve targeting several market
segments, including, but not limited to puzzles and games, children's stickers,
home decor, electronics (e.g. device "skins"), trading cards and sports
collectibles. This effort will concentrate primarily on our Luminescent Product
that is used to enhance an existing product, but may also include targeting
consumers of our vinyl product which would be used primarily to produce signs
and banners.

In order to fund this effort, the Company intends to attempt to raise funds
through the issuance of debt and/or equity. Until we can raise the necessary
capital, the primary funding of our sales and marketing effort will come from
our president, as long as he has the funds available to do so. Due to the recent
turmoil in the global economy, it is uncertain that those funds will be
available when we require them and there is no guarantee that the president will
continue such financing.

If those funds should become unavailable, we would need to curtail our sales and
marketing effort or focus on fewer target markets until we are successful and
alternative funding is found.

ABILITY TO CONTINUE AS A GOING CONCERN
We have a working capital deficit of approximately $2,349,000, an accumulated
deficit of approximately $15,142,000 at September 30, 2008 and recurring
negative operating cash flows since inception. Our future viability is dependent
upon our ability to obtain additional debt and/or equity financing and achieve
profitability in future operations. These circumstances raise substantial doubt
about our ability to continue as a going concern. Our auditors have included a
"going concern" qualification in their auditor's report for the year ended
December 31, 2007. Such a "going concern" qualification may make it more
difficult for us to raise funds when needed.

We believe we have the ability to obtain additional funds from new investors,
our principal stockholders and employees through the issuance of additional
debt, equity securities and/or the exercise of warrants and stock options;
however, until we identify alternative sources of funding, we will be totally
dependent on our president to fund our operations. We do not have any current
plans to access typical sources of credit until our sales volume increases and
we have no plans to make significant investments in property, plant or
equipment. Our president has made $830,000 in unsecured cash advances to us
through November 7, 2008 and we anticipate receiving significant additional
unsecured advances from our president for the remainder of fiscal 2008 as well
as into fiscal 2009 as we begin our previously discussed sales and marketing
efforts.

There can be no assurances that we will be able to raise the funds we require,
or that if such funds are available, that they will be available on commercially
reasonable terms. Our ability to continue to operate as a going concern is
primarily dependent upon our ability to generate the necessary debt and/or
equity financing to effectively market and produce our products, to establish
profitable operations and to generate positive operating cash flows. If we fail
to raise funds or are unable to generate operating profits and positive cash
flows, there are no assurances that we will be able to continue as a going
concern and we may be unable to recover the carrying value of our assets.

Due to the recent turmoil in the global economy, it is uncertain that the
necessary funds will be available when we require them. We feel that we may
benefit from, and take advantage of, the recent economic uncertainty. As it
becomes more difficult for companies to stay in business, they will need to find
more creative and unique ways to differentiate themselves from their
competition. Those companies will be more open to our products as they try to
maintain their market share.

We believe that we will be successful in generating the necessary financing to
fund our operations through the 2008 calendar year. Accordingly, we believe that
no adjustments or reclassifications of our recorded assets and liabilities are
necessary at this time.

                                       14
<PAGE>

RESULTS OF OPERATIONS

THREE- AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2008 COMPARED WITH THREE- AND
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2007

Revenues
--------
Our revenues, net of returns, allowances and discounts, for the three- and nine
month periods ended September 30, 2008, were $2,234 and $11,503, respectively
compared to $2,153 and $7,403 for the comparable three- and nine month periods
of 2007. The increase in our revenue for the three- and nine month periods ended
September 30, 2008 was due to greater sales of our Luminescent Products through
our internet webstore and greater visibility of our products resulting from the
redesign of our website.

For the nine month period ended September 30, 2008, the increase in our revenue
was due to an increase in the number of commercial sales we made and because of
a specialized promotional product that we manufactured and delivered in the
first quarter of 2008.

During the third quarter of 2008 we had no commercial sales of our Luminescent
Products as we concentrated on building our inventory in anticipation of
producing our marketing samples for our previously discussed sales and marketing
effort planned for the fourth quarter.

Gross Profit
------------
Our gross profit was $590 (26.4%) and $2,766 (24.0%) for the three- and nine
month periods ended September 30, 2008, respectively, compared to a gross profit
of $1,012 (47.0%) and $3,612 (48.8%) for the comparable three- and nine month
periods in fiscal 2007. The decrease in our gross profit for the three month
period ended September 30, 2008 was due inventory shrinkage caused by an
overestimate of our finished goods inventory at June 30, 2008.

The decrease in our gross profit for the nine month period ended September 30,
2008 was due to the aforementioned inventory shrinkage and cost overruns with
respect to the specialized promotional product that we manufactured and
delivered in the first quarter of 2008.

Research and Development Expenses
---------------------------------
Research and development expenses decreased by $19,948 and $3,475 for the three-
and nine month periods ended September 30, 2008, respectively, to $12,758 and
$84,476, respectively, from $32,706 and $87,951 for the comparable three- and
nine month periods of 2007. The decrease for the three and nine month periods
ended September 30, 2008 was primarily related to shifting our focus to our
upcoming marketing effort in the fourth quarter.

The decrease for the nine month period ended September 30, 2008 was offset by
specific costs incurred relating to a necessary change in the primary raw
materials used in manufacturing our Luminescent Products. The change required us
to change our manufacturing process.

Selling and Marketing Expenses
------------------------------
Selling and marketing expenses consist of payroll and related taxes, website
maintenance costs, travel costs and fees paid in connection with promotional
activities and press releases. Selling and marketing expenses increased by
$5,990 and $29,107 for the three- and nine month periods ended September 30,
2008, respectively, to $51,143 and $155,603, respectively, from $45,153 and
$126,496 for the comparable three- and nine month periods of 2007.

The increase for the three- and nine month period ended September 30, 2008 is
primarily related to the increased allocation of employee compensation costs to
sales and marketing as the result of relieving certain general and
administrative duties from our sales and marketing staff. Those general and
administrative duties were shifted to an outside accounting consultant. The
increase is also attributable to higher material costs to produce our sales and
marketing samples with our new raw materials.

As previously discussed, we anticipate beginning a major sales and marketing
effort targeting consumers that use our Luminescent Products to enhance an
existing product, such as a puzzle or a game, stickers, home decoration, "skins"
for electronic products, trading cards and other sports collectibles. Our sales
and marketing costs will increase significantly as our marketing samples are

                                       15
<PAGE>

produced in the third quarter and our sales and marketing effort begins in the
fourth quarter. We anticipate that the cost of this sales and marketing effort
will be approximately $500,000 to $750,000, which includes, but is not limited
to, the costs to produce all of our marketing collateral and samples, travel
costs, employee compensation, and website updates and revisions. We also
anticipate this sales and marketing effort will extend though a significant
portion of 2009. Through September 30, 2008, we have incurred approximately
$35,750 in costs related to this sales and marketing effort.

General and Administrative
--------------------------
General and administrative expenses consisted primarily of the compensation of
our executive officer, other payroll and related taxes and benefits, deferred
financing expenses and rent as well as legal and accounting fees. General and
administrative expenses increased (decreased) by $5,247 and ($219,273) for the
three- and nine month periods ended September 30, 2008, respectively to $139,163
and $352,020, respectively, from $133,916 and $571,293 for the comparable three-
and nine month periods of 2007.

The increase for the three month period ended September 30, 2008 is primarily
related to a one-time charge to write-off deferred offering costs of $20,085
incurred in 2006 related to our Stand-By Equity Distribution Agreement, the
proceeds of which we do not believe we will be able to maximize, within the
proscribed time period, due to our current per-share stock price. This increase
was offset by decreases in payroll and payroll related costs due to higher
allocations to selling and marketing.

The decrease for the nine month period ended September 30, 2008 is primarily due
to a change in salary allocation to allocate more employee compensation costs to
selling and marketing and research and development. In addition, we incurred
non-recurring legal and accounting fees in the first quarter of 2007 related to
our amended quarterly and annual reports filed with the SEC. The first quarter
of 2007 also included the amortization of deferred financing costs related to
our Loan and Security Agreement (the "Loan Agreement") with Ross/Fialkow Capital
Partners, LLP, Trustee of the Brightec Capital Trust ("Ross/Fialkow").

General and administrative costs include consulting fees of $7,551, $1,642,
$22,489 and $1,642 for the three- and nine month periods ended September 30,
2008, related to a two-year consulting contract with a significant stockholder,
commencing on September 11, 2007.

OTHER INCOME (EXPENSE)

Interest Income
---------------
For the three- and nine month periods ended September 30, 2008 and 2007,
interest income was $0, $0, $6, and $37, respectively. Interest income for the
three- and nine month periods ended September 30, 2008 was derived from a
security deposit that was refunded to us, that related to our utilities.
Interest income for the comparable periods of 2007 was dependent on the
outstanding balance of a note receivable from our president. As of March 31,
2007, the entire outstanding balance of the note receivable was paid in full. We
do not have any other sources from which we derive interest income and we do not
currently anticipate recognizing any future interest income.

Interest Expense
----------------
For the three- and nine month periods ended September 30, 2008 and 2007,
interest expense was $44,354, $38,734, $126,641, and $109,752, respectively.
Interest expense is dependent on the outstanding balance of our line of credit
and the outstanding balance of unsecured cash advances we received from our
president.

Financing Costs
---------------
In the second quarter of 2007, we modified the terms of certain warrants issued
to investors. Accounting principles generally accepted in the United States of
America require that when the terms of a previously issued warrant are modified,
the modification is treated as an exchange of the original warrant. The excess
of the fair value of the warrant on the date the modification is effective over
the fair value of the warrant on the date immediately preceding the modification
date, if any, is amortized to expense over the remaining vesting period (or
recognized immediately if the warrants are vested 100%).

As a result of the modifications, we recognized financing costs of $128,680 for
the nine month period ended September 30, 2007.

                                       16
<PAGE>

For the three- and nine month periods ended September 30, 2008 and 2007, we
incurred interest of $35,389, $33,222, $106,390, and $99,362, respectively, on
our Loan Agreement with Ross/Fialkow. We also incurred interest on cash advances
from our president of $8,738, $5,512, $20,234 and $10,390, respectively. For the
three- and nine month periods ended September 30, 2008 and 2007, we incurred
other miscellaneous interest costs of $4, $0, $17 and $0, respectively.

Income Taxes
------------
We have not calculated the tax benefits of our net operating losses, since we do
not have the required information. Due to the uncertainty over our ability to
utilize these operating losses, any deferred tax assets, when determined, would
be fully offset by a valuation allowance.

LIQUIDITY AND CAPITAL RESOURCES AS OF SEPTEMBER 30, 2008
Since inception, our operations have not generated sufficient cash flow to
satisfy our capital needs. We have financed our operations primarily through the
private sale of shares of our common stock, warrants to purchase shares of our
common stock and debt securities. Our net working capital deficit at September
30, 2008 was $2,348,999 compared to a deficit of $1,671,047 as of December 31,
2007.

The current financing for our operations is derived solely from unsecured,
interest bearing cash advances from our president. While we believe that he will
be able to continue funding our operations, there is no guarantee that he will
have the ability to continue to do so. In light of the recent economic turmoil
in the global credit markets, our president may not be able to fund our
operations on a timely basis to enable us to take advantage of various economic
opportunities. We do have the ability to borrow $100,000 under our Loan
Agreement with Ross/Fialkow (see NOTE 8 - LINE OF CREDIT in the notes to our
condensed consolidated financial statements included in this Form 10-Q);
however, it is inadequate based on our current and estimated future funding
requirements.

Due to the recent turmoil in the global economy, it is uncertain that the
necessary funds will be available when we require them. We feel that we may
benefit from, and take advantage of, the recent economic uncertainty. As it
becomes more difficult for companies to stay in business, they will need to find
more creative and unique ways to differentiate themselves from their
competition. Those companies will be more open to our products as they try to
maintain their market share.

In addition, our current sales and marketing efforts will require substantial
funding beyond our current operating requirements. We currently intend to
attempt raising capital from various sources; however, we feel that we will be
unable to attract the necessary debt and/or equity financing unless our current
sales and marketing efforts are successful and until additional commercial and
retail sales can be generated to demonstrate that there is a market for our
Luminescent Products beyond our current limited successes.

As previously discussed, we estimate that it will require $500,000 to $750,000
in additional funding, to be used for various purposes, to make this sales and
marketing effort successful. The ability of our president to fund this effort,
or fund it timely, may influence how successful our sales and marketing effort
is and consequently, affect our ability to attract future debt and/or equity
financing for future operations.

Our authorized capital stock consists of 245,000,000 shares of common stock, of
which 144,342,837 shares were issued and outstanding at September 30, 2008. The
number of shares issued excludes shares of common stock to be issued upon the
exercise of outstanding options and warrants.

Cash decreased to $25,568 at September 30, 2008 from $32,464 at December 31,
2007.

Net cash used for operating activities for the nine months ended September 30,
2008 was $757,564. The primary reason for the cash usage was to fund the loss
for the period and build our inventory in anticipation of our upcoming sales and
marketing campaign in the fourth quarter of 2008.

Net cash used for investing activities for the nine months ended September 30,
2008 amounted to $4,473 and represented the purchase of a new computer and new
computer software to be used in our sales and marketing efforts.

                                       17
<PAGE>

Net cash provided by financing activities for the nine months ended September
30, 2008 was $755,510. The net cash provided was derived from unsecured,
interest bearing cash advances received from our president of $805,510 net of
repayment of advances from our line of credit of $50,000.

Credit Availability
-------------------
We have a $750,000 Loan Agreement with Ross/Fialkow, as described in NOTE 8 -
LINE OF CREDIT of our condensed consolidated financial statements. We have
borrowed $700,000 of the $750,000 available under this agreement and repaid
$50,000. As of September 30, 2008, the outstanding balance under the line of
credit was $650,000.

Commitments
-----------
We had no material capital expenditure commitments as of September 30, 2008.

The Company entered into a new three-year operating lease for its office space
effective July 1, 2008 and expiring on June 30, 2011. The annual rent is $33,600
in the first year, $35,000 in the second year and $36,400 in the third year. In
addition to the standard lease terms, the landlord has agreed to re-carpet and
re-paint the occupied space.

The required security deposit increased from $2,041 to $3,033. At the end of the
initial three-year term, the Company has the option to extend the lease (the
"Extension Option") for an additional three-year term by giving the landlord
nine-months advance notice of its intent to do so. Upon the commencement of the
Extension Option, the monthly rent will be equal to the fair market rent for the
premises but not less than the rent for the most recent term increased by $1 per
square foot per year.

Effects of Inflation
--------------------
We believe that our financial results have not been significantly impacted by
inflation and price changes. We have experienced only minimally modest increases
in the cost of transporting our inventory to and between our manufacturing
vendors and our warehouse and the costs of shipping our Luminescent Products to
purchasers, as our vendors have added fuel surcharges to our normal shipping
costs.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a "smaller reporting company" defined by Item 10 of Regulation S-K, we are
not required to provide this information.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

Based on an evaluation under the supervision and with the participation of the
Company's management, the Company's principal executive officer and principal
financial officer (one individual) have concluded that the Company's disclosure
controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended ("Exchange Act") were effective as
of the date of this report to ensure that information required to be disclosed
by the Company in reports that it files or submits under the Exchange Act is (i)
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission rules and forms and (ii) accumulated
and communicated to the Company's management, including its principal executive
officer and principal financial officer (one individual), as appropriate to
allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting
----------------------------------------------------

There were no changes in the Company's internal control over financial reporting
during the third quarter of 2008, which were identified in connection with
management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15
under the Exchange Act, that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.

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<PAGE>

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no material legal proceedings pending to which the Company is a party
or to which any of its properties are subject.

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

Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not Applicable

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

Not Applicable

ITEM 5.  OTHER INFORMATION

Not Applicable

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<PAGE>

ITEM 6.  EXHIBITS

Number                     Description of Exhibit
------                     ----------------------

10.30    Standard Form Commercial Lease dated September 12, 2008
         between Brightec, Inc. and William Dolan on behalf of
         Pleasant Street Realty Trusts I & II                          E-1 - E-5

 31      Certification of Chief Executive Officer and Chief Financial
         Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002 (filed herewith).                                              E-6

 32      Certification of Chief Executive Officer and Chief Financial
         Officer pursuant to 18 U.S.C. Section 1350, as adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
         (filed herewith).                                                   E-7


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<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       BRIGHTEC, INC.

Date:  November 13, 2008               By: /s/ Patrick Planche
                                           -------------------------------------
                                           Patrick Planche
                                           President, Chief Executive Officer,
                                           Treasurer and Chief Financial Officer




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