UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2009

or

oTransition 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, South 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 registrant
(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 o 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 (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). o 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 o |                                                 | Accelerated
  filer o        
|Non-accelerated filer o   | (Do not check if a smaller
  reporting company) | Smaller
  reporting company x

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

|                                 |  |                                                  
|-------------------------------- |  | -------------------------------------------------
|Class                            |  | Number
  of shares outstanding as of May 15, 2009
|                                 |  |                                                  
|                                 |  |                                                  
|Common
  stock, $0.001 par value |  | 146,467,837                                      

---



INDEX

|                                          |                                                                                                                                                                         |                                                                                         |        |            
|----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | ------ | -----------
|                                          |                                                                                                                                                                         |                                                                                         |        | Page Number
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|Note Regarding Forward Looking Statements |                                                                                                                                                                         | 3                                                                                      
|                                          |                                                                                                                                                                         |                                                                                        
|Part I.                                   | Financial Information                                                                                                                                                   |                                                                                         |       
|                                          |                                                                                                                                                                         |                                                                                         |       
|                                          | Item 1.                                                                                                                                                                 | Financial Statements                                                                    |        |            
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|                                          | Condensed Consolidated Balance Sheets at
  March 31, 2009 (Unaudited) and December 31, 2008 (Audited)                                                                   |                                                                                         | 4     
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|                                          | Condensed Consolidated Statements of
  Operations and Accumulated Deficit and Comprehensive Loss for the Three Month
  Period Ended March 31, 2009 and 2008 (Unaudited) |                                                                                         | 5     
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|                                          | Consolidated Statements of Cash Flows for
  the Three Month Period Ended March 31, 2009 and 2008 (Unaudited)                                                            |                                                                                         | 6     
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|                                          | Notes to Condensed Consolidated Financial
  Statements (Unaudited)                                                                                                      |                                                                                         | 7  11
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|                                          | Item 2.                                                                                                                                                                 | Managements Discussion and Analysis of
  Financial Condition and Results of Operations |        | 12  15    
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|                                          | Item 3.                                                                                                                                                                 | Quantitative and Qualitative Disclosures
  About Market Risk                            |        | 16         
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|                                          | Item 4T.                                                                                                                                                                | Controls and Procedures                                                                 |        | 16         
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|Part II.                                  | Other Information                                                                                                                                                       |                                                                                         |       
|                                          |                                                                                                                                                                         |                                                                                         |       
|                                          | Item 1.                                                                                                                                                                 | Legal Proceedings                                                                       |        | 17         
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|                                          | Item 2.                                                                                                                                                                 | Unregistered Sales of Equity and Use of
  Proceeds                                      |        | 17         
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|                                          | Item 3.                                                                                                                                                                 | Defaults upon Senior Securities                                                         |        | 17         
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|                                          | Item 4.                                                                                                                                                                 | Submission of Matters to a Vote of Security
  Holders                                   |        | 17         
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|                                          | Item 5.                                                                                                                                                                 | Other Information                                                                       |        | 17         
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|                                          | Item 6.                                                                                                                                                                 | Exhibits                                                                                |        | 18         
|                                          |                                                                                                                                                                         |                                                                                         |        |            
|Signatures                                |                                                                                                                                                                         |                                                                                         | 19    

2

---



Note
Regarding Forward Looking Statements:

This Form 10-Q and other reports filed by Brightec,
Inc. (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

---



PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS

Brightec,
Inc. and SubsidiaryCondensed Consolidated Balance SheetsMarch 31, 2009 and December 31, 2008

|                                                                                                                          |  |                |             |                   |   |             |  
|------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | ----------------- | - | ----------- | -
|                                                                                                                          |  | March 31, 2009 |             | December 31, 2008 |  
|                                                                                                                          |  |                |             |                   |  
|                                                                                                                          |  | (Unaudited)    |             | (Audited)         |  
|                                                                                                                          |  |                |             |                   |   |             |  
|ASSETS                                                                                                                    |  |                |             |                   |   |             |  
|Current assets                                                                                                            |  |                |             |                   |   |             |  
|Cash                                                                                                                      |  | $              | 2,629       |                   | $ | 10,271      |  
|Accounts receivable                                                                                                       |  |                | 188         |                   |   |            |  
|Inventory                                                                                                                 |  |                | 283,582     |                   |   | 286,103     |  
|Prepaid expenses                                                                                                          |  |                | 3,931       |                   |   | 7,545       |  
|                                                                                                                          |  |                |             |                   |   |             |  
|TOTAL CURRENT ASSETS                                                                                                      |  |                | 290,330     |                   |   | 303,919     |  
|                                                                                                                          |  |                |             |                   |   |             |  
|                                                                                                                          |  |                |             |                   |   |             |  
|Office and photographic equipment                                                                                         |  |                | 27,984      |                   |   | 27,984      |  
|Less: accumulated depreciation                                                                                            |  |                | (25,130     | )                 |   | (24,754     | )
|                                                                                                                          |  |                |             |                   |   |             |  
|                                                                                                                          |  |                | 2,854       |                   |   | 3,230       |  
|                                                                                                                          |  |                |             |                   |   |             |  
|                                                                                                                          |  |                |             |                   |   |             |  
|Deposit                                                                                                                   |  |                | 3,033       |                   |   | 3,033       |  
|                                                                                                                          |  |                |             |                   |   |             |  
|                                                                                                                          |  |                | 3,033       |                   |   | 3,033       |  
|                                                                                                                          |  |                |             |                   |   |             |  
|                                                                                                                          |  |                |             |                   |   |             |  
|TOTAL ASSETS                                                                                                              |  | $              | 296,217     |                   | $ | 310,182     |  
|                                                                                                                          |  |                |             |                   |   |             |  
|                                                                                                                          |  |                |             |                   |   |             |  
|LIABILITIES
  AND STOCKHOLDERS DEFICIT                                                                                   |  |                |             |                   |   |             |  
|                                                                                                                          |  |                |             |                   |   |             |  
|Current liabilities                                                                                                       |  |                |             |                   |   |             |  
|Line of credit                                                                                                            |  | $              | 664,000     |                   | $ | 650,000     |  
|Accounts payable                                                                                                          |  |                | 217,269     |                   |   | 198,531     |  
|Accrued interest (including related party interest of $45,831 and
  42,841, respectively)                                 |  |                | 111,696     |                   |   | 76,064      |  
|Accrued compensation                                                                                                      |  |                | 455,000     |                   |   | 387,500     |  
|Accrued liabilities                                                                                                       |  |                | 62,367      |                   |   | 58,048      |  
|Advances due to related party                                                                                             |  |                | 1,706,635   |                   |   | 1,678,635   |  
|                                                                                                                          |  |                |             |                   |   |             |  
|TOTAL CURRENT LIABILITIES                                                                                                 |  |                | 3,216,967   |                   |   | 3,048,778   |  
|                                                                                                                          |  |                |             |                   |   |             |  
|                                                                                                                          |  |                |             |                   |   |             |  
|Stockholders deficit                                                                                                     |  |                |             |                   |   |             |  
|Preferred stock, $.001 par value - shares authorized 5,000,000;
  no shares issued                                        |  |                |            |                   |   |            |  
|Common stock, $.001 par value - shares authorized 245,000,000; shares
  issued 144,342,837 and 144,342,837, respectively: |  |                | 144,343     |                   |   | 144,343     |  
|Additional paid-in capital                                                                                                |  |                | 12,485,890  |                   |   | 12,485,890  |  
|Deferred compensation expense                                                                                             |  |                | (13,182     | )                 |   | (20,922     | )
|Accumulated deficit                                                                                                       |  |                | (15,736,674 | )                 |   | (15,545,866 | )
|Accumulated other comprehensive income                                                                                    |  |                | 198,873     |                   |   | 197,959     |  
|                                                                                                                          |  |                |             |                   |   |             |  
|TOTAL STOCKHOLDERS
  DEFICIT                                                                                             |  |                | (2,920,750  | )                 |   | (2,738,596  | )
|                                                                                                                          |  |                |             |                   |   |             |  
|                                                                                                                          |  |                |             |                   |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                                               |  | $              | 296,217     |                   | $ | 310,182     |  
|                                                                                                                          |  |                |             |                   |   |             |  

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

4

---



Brightec,
Inc. and SubsidiaryCondensed Consolidated Statements of
Operationsand Accumulated Deficit and Comprehensive
Loss

|                                                                                                              |  |                              |             |                |   |             |  
|------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ----------- | -------------- | - | ----------- | -
|                                                                                                              |  | For
  the Three Months Ended |            
|                                                                                                              |  |                              |            
|                                                                                                              |  | March 31, 2009               |             | March 31, 2008 |  
|                                                                                                              |  |                              |             |                |  
|                                                                                                              |  | (Unaudited)                  |             | (Unaudited)    |  
|                                                                                                              |  |                              |             |                |   |             |  
|Sales                                                                                                         |  | $                            | 1,742       |                | $ | 8,385       |  
|                                                                                                              |  |                              |             |                |   |             |  
|Cost of sales                                                                                                 |  |                              | 800         |                |   | 6,633       |  
|                                                                                                              |  |                              |             |                |   |             |  
|                                                                                                              |  |                              |             |                |   |             |  
|Gross profit                                                                                                  |  |                              | 942         |                |   | 1,752       |  
|                                                                                                              |  |                              |             |                |   |             |  
|                                                                                                              |  |                              |             |                |   |             |  
|Operating expenses                                                                                            |  |                              |             |                |   |             |  
|Research and development                                                                                      |  |                              | 15,000      |                |   | 33,082      |  
|Selling and marketing                                                                                         |  |                              | 61,932      |                |   | 55,817      |  
|General and administrative (including related party consulting
  expenses of $7,551 and $7,469, respectively) |  |                              | 78,730      |                |   | 93,675      |  
|                                                                                                              |  |                              |             |                |   |             |  
|                                                                                                              |  |                              | 155,662     |                |   | 182,574     |  
|                                                                                                              |  |                              |             |                |   |             |  
|                                                                                                              |  |                              |             |                |   |             |  
|Operating loss                                                                                                |  |                              | (154,720    | )              |   | (180,822    | )
|                                                                                                              |  |                              |             |                |   |             |  
|                                                                                                              |  |                              |             |                |   |             |  
|Other Income (Expense)                                                                                        |  |                              |             |                |   |             |  
|                                                                                                              |  |                              |             |                |   |             |  
|Interest expense (including related party $2,990 and $6,230,
  respectively)                                  |  |                              | (35,632     | )              |   | (41,619     | )
|State franchise tax                                                                                           |  |                              | (456        | )              |   |            |  
|                                                                                                              |  |                              |             |                |   |             |  
|                                                                                                              |  |                              | (36,088     | )              |   | (41,619     | )
|                                                                                                              |  |                              |             |                |   |             |  
|                                                                                                              |  |                              |             |                |   |             |  
|Net loss                                                                                                      |  |                              | (190,808    | )              |   | (222,441    | )
|                                                                                                              |  |                              |             |                |   |             |  
|Accumulated deficit  beginning                                                                               |  |                              | (15,545,866 | )              |   | (14,426,481 | )
|                                                                                                              |  |                              |             |                |   |             |  
|                                                                                                              |  |                              |             |                |   |             |  
|Accumulated deficit  ending                                                                                  |  | $                            | (15,736,674 | )              | $ | (14,648,922 | )
|                                                                                                              |  |                              |             |                |   |             |  
|                                                                                                              |  |                              |             |                |   |             |  
|Basic and diluted net loss per share                                                                          |  | $                            |            |                | $ |            |  
|                                                                                                              |  |                              |             |                |   |             |  
|                                                                                                              |  |                              |             |                |   |             |  
|Weighted average number of shares used in the computation of basic
  and diluted net loss per share           |  |                              | 144,342,837 |                |   | 144,103,948 |  
|                                                                                                              |  |                              |             |                |   |             |  
|                                                                                                              |  |                              |             |                |   |             |  
|COMPREHENSIVE LOSS                                                                                            |  |                              |             |                |   |             |  
|                                                                                                              |  |                              |             |                |   |             |  
|Net loss                                                                                                      |  | $                            | (190,808    | )              | $ | (222,441    | )
|                                                                                                              |  |                              |             |                |   |             |  
|Foreign currency translation adjustment                                                                       |  |                              | 914         |                |   | (1,515      | )
|                                                                                                              |  |                              |             |                |   |             |  
|                                                                                                              |  |                              |             |                |   |             |  
|Comprehensive loss                                                                                            |  | $                            | (189,894    | )              | $ | (223,956    | )
|                                                                                                              |  |                              |             |                |   |             |  

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

5

---



Brightec, Inc. and SubsidiaryCondensed
Consolidated Statements of Cash Flows

|                                                                               |  |                              |          |                  |   |          |  
|------------------------------------------------------------------------------ |  | ---------------------------- | -------- | ---------------- | - | -------- | -
|                                                                               |  | For
  the Three Months Ended |         
|                                                                               |  | March
  31, 2009             |          | March
  31, 2008 |  
|                                                                               |  |                              |          |                  |  
|                                                                               |  | (Unaudited)                  |          | (Unaudited)      |  
|                                                                               |  |                              |          |                  |   |          |  
|Cash flows from operating activities                                           |  |                              |          |                  |   |          |  
|                                                                               |  |                              |          |                  |   |          |  
|Net loss                                                                       |  | $                            | (190,808 | )                | $ | (222,441 | )
|                                                                               |  |                              |          |                  |   |          |  
|Adjustments to reconcile net loss to net cash used for operating
  activities: |  |                              |          |                  |   |          |  
|Amortization of deferred stock based compensation                              |  |                              | 7,740    |                  |   | 7,500    |  
|Accrued interest on advances from related party                                |  |                              | 2,990    |                  |   | 6,230    |  
|Depreciation and amortization expense                                          |  |                              | 376      |                  |   | 125      |  
|Changes in operating assets and liabilities:                                   |  |                              |          |                  |   |          |  
|(Increase) decrease in:                                                        |  |                              |          |                  |   |          |  
|Accounts receivable                                                            |  |                              | (188     | )                |   | (2,765   | )
|Inventory                                                                      |  |                              | 2,521    |                  |   | (12,440  | )
|Prepaid expenses                                                               |  |                              | 3,614    |                  |   | (2,577   | )
|Increase (decrease) in:                                                        |  |                              |          |                  |   |          |  
|Accounts payable                                                               |  |                              | 18,738   |                  |   | (14,538  | )
|Accrued liabilities                                                            |  |                              | 104,461  |                  |   | 44,901   |  
|                                                                               |  |                              |          |                  |   |          |  
|Net cash used for operating
  activities                                       |  |                              | (50,556  | )                |   | (196,005 | )
|                                                                               |  |                              |          |                  |   |          |  
|                                                                               |  |                              |          |                  |   |          |  
|Cash flows from investing activities                                           |  |                              |          |                  |   |          |  
|Purchases of property and equipment                                            |  |                              |         |                  |   | (4,473   | )
|                                                                               |  |                              |          |                  |   |          |  
|Net cash used for
  investing activities                                       |  |                              |         |                  |   | (4,473   | )
|                                                                               |  |                              |          |                  |   |          |  
|                                                                               |  |                              |          |                  |   |          |  
|Cash flows from financing activities                                           |  |                              |          |                  |   |          |  
|Advances received from related party                                           |  |                              | 28,000   |                  |   | 190,310  |  
|Advances from line of credit                                                   |  |                              | 14,000   |                  |   |         |  
|                                                                               |  |                              |          |                  |   |          |  
|Net cash provided by
  financing activities                                    |  |                              | 42,000   |                  |   | 190,310  |  
|                                                                               |  |                              |          |                  |   |          |  
|                                                                               |  |                              |          |                  |   |          |  
|Effects of changes in foreign exchange rates                                   |  |                              | 914      |                  |   | (1,515   | )
|                                                                               |  |                              |          |                  |   |          |  
|                                                                               |  |                              |          |                  |   |          |  
|Net decrease in cash                                                           |  |                              | (7,642   | )                |   | (11,683  | )
|                                                                               |  |                              |          |                  |   |          |  
|Cash  beginning                                                               |  |                              | 10,271   |                  |   | 32,464   |  
|                                                                               |  |                              |          |                  |   |          |  
|                                                                               |  |                              |          |                  |   |          |  
|Cash  ending                                                                  |  | $                            | 2,629    |                  | $ | 20,781   |  
|                                                                               |  |                              |          |                  |   |          |  

See NOTE 11 for supplemental cash flow
information.

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

6

---



Brightec,
Inc. and SubsidiaryNotes
to Condensed Consolidated Financial Statements - continued(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 Product 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.

In 2008, the Company decided
to add to its Brightec film products a new line of finished products for
children under the brand name PlayGlo. Our new PlayGlo product uses
Brightecs films, will be manufactured in the U.S. and will feature of puzzles
and stickers.

NOTE 2  INTERIM FINANCIAL STATMENTS

The accompanying unaudited
condensed consolidated financial statements at March 31, 2009 and for the three
month period 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. In our opinion, 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-K for the year
ended December 31, 2008, 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-K for the year
ended December 31, 2008.

NOTE 3  LIQUIDITY, MANAGEMENT PLANS AND GOING CONCERN

The Company had a working
capital deficit of approximately $2.9 million and an accumulated deficit of
approximately $15.7 million at March 31, 2009, 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.
Our financial statements do not include adjustments to the carrying amounts of our assets and liabilities that
might result from the outcome of this uncertainty.

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). As of March 31, 2009, the loan principle was $664,000 and the
remaining funds available under the Loan Agreement were $84,000. See NOTE 8  LINE OF CREDIT.

Mr. Planche, the Companys President,
Chief Executive Officer, Chief Financial Officer, Treasurer, Director,
Principal Executive Officer and Principal Financial and Accounting Officer has
been funding the Companys cash requirements as needed through unsecured cash
advances. For the period January 1, 2009 through March 31, 2009, Mr. Planche
made unsecured cash advances of $28,000 and $8,000 of additional cash advances
subsequent to March 31, 2009. 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 2009 calendar year; however, unless
alternative sources of funding are identified, the Company will be totally
dependent on Mr. Planche to finance its operations. Due to the recent turmoil
in the global economy, it is uncertain that funds will be available when we
require them and there is no guarantee that Mr. Planche will continue such
financing.

7

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Brightec,
Inc. and SubsidiaryNotes 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 reflect
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:

|                                    |  |                                          |            |             |  |            | 
|----------------------------------- |  | ---------------------------------------- | ---------- | ----------- |  | ---------- | 
|                                    |  | For
  the Three Months
  Ended March 31, |           
|                                    |  |                                          |           
|                                    |  | 2009                                     |            | 2008        | 
|                                    |  |                                          |            |             | 
|                                    |  | (Unaudited)                              |            | (Unaudited) | 
|                                    |  |                                          |            |             |  |            | 
|Warrants (weighted average)         |  |                                          | 6,320,832  |             |  | 6,320,832  | 
|                                    |  |                                          |            |             |  |            | 
|                                    |  |                                          |            |             |  |            | 
|Convertible debt (weighted average) |  |                                          | 5,509,815  |             |  | 5,833,333  | 
|                                    |  |                                          |            |             |  |            | 
|                                    |  |                                          |            |             |  |            | 
|Stock options (weighted average)    |  |                                          | 20,500,000 |             |  | 20,500,000 | 
|                                    |  |                                          |            |             |  |            | 

NOTE 5  INVENTORIES

Inventories are stated at
the lower of cost (first-in, first-out) or market value and consist of the
following at March 31, 2009 and December 31, 2008, respectively:

|                                    |  |                |         |                   |   |         | 
|----------------------------------- |  | -------------- | ------- | ----------------- | - | ------- | 
|                                    |  | March 31, 2009 |         | December 31, 2008 |  
|                                    |  |                |         |                   |  
|                                    |  | (Unaudited)    |         | (Audited)         |  
|                                    |  |                |         |                   |   |         | 
|Raw materials and work in
  process |  | $              | 108,455 |                   | $ | 108,453 | 
|Finished goods                      |  |                | 175,127 |                   |   | 177,650 | 
|                                    |  |                |         |                   |   |         | 
|                                    |  |                |         |                   |   |         | 
|                                    |  | $              | 283,582 |                   | $ | 286,103 | 
|                                    |  |                |         |                   |   |         | 

At December 31, 2008, the
Company wrote down inventory by $85,000 for items that it did not expect to
utilize during the 2009 fiscal year. The items identified have not be scrapped
or sold but have been segregated in a storage facility. We do not anticipate that
these identified items will be used in manufacturing PlayGlo
 or any of our other products.

NOTE 6  INCOME TAXES

The Company has not
calculated the tax benefits of its net operating losses as of March 31, 2009
and December 31, 2008 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, 2008, 2007, 2005, 2004, 2003, 2002 and 2000. The tax returns
filed for 2006 and 2001  will need to be amended (if permitted). 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

Advances
due to related party

At December 31, 2008, the
Company owed Mr. Planche $1,678,635 in connection with unsecured cash advances
made by him to the Company. During the three month period ended March 31, 2009,
Mr. Planche made additional advances to the Company of $28,000. During the
three period ended March 31, 2009, the Company did not repay any of the
outstanding advances. At March 31, 2009, the Company owes Mr. Planche
$1,706,635. In addition, for the period April 1, 2009 through May 14,
2009, Mr. Planche advanced the Company an additional $8,000.

8

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

All such advances bear
interest at the Internal Revenue Service short term Applicable Federal Rate
(0.72% and 1.36% at March 31, 2009 and December 31, 2008, respectively)
calculated and accrued monthly. As of March 31, 2009 and December 31, 2008,
accrued interest owed on the unsecured cash advances was $45,831 and $42,841,
respectively. Interest expense incurred for the three month period ended March
31, 2009 and 2008 was $2,990 and $6,230, 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 month
period ended March 31, 2009 and 2008, the Company recognized non-cash
consulting expense of $7,551 and $7,469, respectively, related to the
consulting agreement. At March 31, 2009 and December 31, 2008, 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 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 of the assets of the Company have been
pledged, including the assets of the Companys subsidiary.

The Company received a
notice of default from the lender dated January 6, 2009 for the non-payment of
accrued interest and the balance due under the Loan Agreement upon maturity.
The Company and Ross/Fialkow signed an Amendment and Waiver Agreement effective
April 10, 2009, the significant terms of which are as follows:

|   |                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Maturity date: December 31, 2009                                                                                                                                           
|   |                                                                                                                                                                            
|2. | Interest rate: 10% per annum effective April 1, 2009
  payable monthly in arrears on the first day of each month commencing May 1,
  2009                                  
|   |                                                                                                                                                                            
|3. | Waiver of default: Ross/Fialkow waived the Company existing
  payment defaults and agreed to extend the grace period for curing such
  payment defaults until June 30, 2009
|   |                                                                                                                                                                            
|4. | Issuance of common stock: The Company agreed to issue Ross/Fialkow
  125,000 shares of common stock no later than May 31, 2009.                                            

As of March 31, 2009 and
December 31, 2008, the outstanding balance on the line of credit was $664,000
and $650,000, respectively. Interest expense was 32,642 and $35,389 for the
three month period ended March 31, 2009 and 2008, respectively.

On May 7, 2009, the Company
paid all accrued and outstanding interest due as of March 31, 2009 of $65,592.
In addition, the Company issued and delivered a certificate for 125,000 shares
of common stock as obligated under the Amendment and Waiver Agreement.

9

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

NOTE 9  CAPITAL STOCK

Number
of Shares of Common Stock Authorized, Issued and Outstanding

Under the Companys Articles
of Incorporation (as amended), 245,000,000 shares of $0.001 par value common
stock are authorized. As of March 31, 2009 and December 31, 2008, 144,342,837
shares of common stock were issued and outstanding.

Issuances
of Common Stock

The Company sold 2,000,000
shares of its common stock valued at $0.15 per share for $300,000 to ARAGONE
S.A. of Geneva, Switzerland in connection with a private placement
on April 27, 2009. The 2,000,000 shares of common stock were issued and
delivered May 1, 2009. The Company intends to use the proceeds of this sale to
satisfy outstanding obligations and build inventory for the up coming launch of
the PlayGlo line of products.

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 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 second 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, on September
13, 2007, 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 March 31, 2009 and December 31, 2008, the
unamortized balance of deferred compensation, related to the consulting contact
with the significant stockholder was $13,182 and $20,766, 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 March 31, 2009, the balance
of deferred compensation, related to the IR Agreement has been fully amortized.

As of March 31, 2009 and
December 31, 2007, the unamortized balance of deferred compensation expense was
$13,182 and $20,922, respectively.

NOTE 10  RECENT ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2009,
the Company adopted 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 adoption
of the delayed items of SFAS No. 157 did not have a material impact on the
Companys consolidated financial statements as of and for the three months
ended March 31, 2009

In April 2009, the FASB
issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1 Interim Disclosures
about Fair Value of Financial Instruments. The FSP amends SFAS No. 107
Disclosures about Fair Value of Financial Instruments to require an entity to
provide disclosures about fair value of financial instruments in interim
financial information. This FSP is to be applied prospectively and is effective
for interim and annual periods ending after June 15, 2009 with early
adoption permitted for periods ending after March 15, 2009. The Company
will include the required disclosures in its quarter ending June 30, 2009.

10

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

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 11  SUPPLEMENTAL CASH FLOW INFORMATION

|                                                                 |  |                              |     |                  |   |        | 
|---------------------------------------------------------------- |  | ---------------------------- | --- | ---------------- | - | ------ | 
|                                                                 |  | For
  the Three Months Ended |    
|                                                                 |  |                              |    
|                                                                 |  | March
  31, 2009             |     | March
  31, 2008 |  
|                                                                 |  |                              |     |                  |  
|                                                                 |  | (Unaudited)                  |     | (Unaudited)      |  
|                                                                 |  |                              |     |                  |   |        | 
|Supplemental disclosure of cash flow information                 |  |                              |     |                  |   |        | 
|                                                                 |  |                              |     |                  |   |        | 
|Cash paid during the period for taxes                            |  | $                            | 456 |                  | $ |       | 
|                                                                 |  |                              |     |                  |   |        | 
|Cash paid during the period for interest                         |  | $                            |    |                  | $ | 35,222 | 
|                                                                 |  |                              |     |                  |   |        | 
|                                                                 |  |                              |     |                  |   |        | 
|Non-cash activities                                              |  |                              |     |                  |   |        | 
|                                                                 |  |                              |     |                  |   |        | 
|Issuance of common stock related to investor relations agreement |  | $                            |    |                  | $ | 750    | 
|                                                                 |  |                              |     |                  |   |        | 

11

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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-K for the year ended December 31, 2008. 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-K for the year ended
December 31, 2008. There have been no material changes to our critical
accounting policies as of and for the three month periods ended March 31, 2009.

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. We expect that our Luminescent
Products will be 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 expect to 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 launching our new products in September
2007. During the first and second quarters of 2007, as a result of our
anticipated new product lines introduction, we began building, and continue to
build, 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 rolls for the commercial
printing market.

We launched
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.

At the end of
2008, the Company has decided to add to its Brightec films product offering for
2009 a new line of finished products for children under the brand name
PlayGlo. This new PlayGlo product line uses Brightecs films, will be manufactured
in the USA and will comprise puzzles and stickers.

12

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The Company
sold 2,000,000 shares of its common stock valued at $0.15 per share for
$300,000 to ARAGONE S.A. of Geneva, Switzerland in connection with
a private placement on April 27, 2009. The 2,000,000 shares of common stock
were issued and delivered May 1, 2009. The Company intends to use the proceeds
of this sale to satisfy outstanding obligations and build inventory for the up
coming launch of the PlayGlo line of products.

ABILITY TO CONTINUE AS A GOING CONCERN

At March 31,
2009, we have a working capital deficit of approximately $2.9 million, an
accumulated deficit of approximately $15.7 million 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, 2008. 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 Mr.
Planche 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. Mr. Planche
has made $1.7 million in unsecured cash advances to us through May 14, 2009.

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, we believe they will need to find
more creative and unique ways to differentiate themselves from their
competition. We believe 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 2009 calendar year. Accordingly, we believe that no
adjustments or reclassifications of our recorded assets and liabilities are
necessary at this time.

RESULTS OF OPERATIONS

THREE MONTH
PERIOD ENDED MARCH 31, 2009 COMPARED WITH THREE MONTH PERIOD ENDED MARCH 31,
2008

Revenues

Our revenues,
net of returns, allowances and discounts, for the three period ended March 31,
2009 were $1,742 compared to $8,385 for the comparable three month period of
2008. The decrease in our revenue for the three month period ended March 31,
2009 was due to fewer sales of our Luminescent Products through our internet
webstore and less effort place on commercial sales in anticipation of launch of
PlayGlo in the second quarter 2009.

During the
first quarter of 2009 we had no commercial sales of our Luminescent Products as
we concentrated on building our PlayGlo line of products, and their planned
launch during the second quarter 2009.

During April,
the Company shipped several thousand sheets of its new paper-backed offset
product to a stationery products company. The Company will recognize $48,270 of
revenue from this sale in the second quarter 2009.

13

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Gross Profit

Our gross
profit was $942 (54.1%) for the three month period ended March 31, 2009,
compared to a gross profit of $1,752 (20.9%) for the comparable three month
period in fiscal 2008. The decrease in our gross profit for the three month
period ended March 31, 2009 was due to fewer sales of our products through the
webstore.

Research and Development Expenses

Research and
development expenses decreased by $18,082 for the three month period ended March
31, 2009, to $15,000 from $33,082 for the comparable three month period in
2008. The decrease was primarily related to shifting our focus to our upcoming
marketing effort in the second quarter 2009.

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 $6,115 to $61,932
from $55,817 for the three month period ended March 31, 2009 compared with the
three month period of 2008.

The increase
for the three month period ended March 31, 2009 is primarily related to the
costs associated with a national toy fair during the quarter. The increase is
also attributable to higher material costs to produce our sales and marketing
samples with our new raw materials and samples for the toy fair.

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 produced in the second and third
quarters and our sales and marketing effort begins in the second quarter 2009.
We anticipate that the cost of our 2009 sales and marketing effort to be
between $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.

General and Administrative

General and
administrative expenses consisted primarily of the compensation of the
executive officer, other payroll and related taxes and benefits, consultants,
rent and legal and accounting fees. General and administrative expenses
decreased by $14,945 for the three month period ended March 31, 2009, to
$78,730 from $93,675 for the comparable three month period in 2008.

The decrease
for the three month period ended March 31, 2009 is primarily related to a
reduction of accounting and legal and a decrease in payroll and payroll related
costs due to higher allocations to selling and marketing.

General and
administrative costs include consulting fees of $7,551 and $7,469 for the three
month periods ended March 31, 2009 and 2008 respectively, related to a two-year
consulting contract with a significant stockholder, which was executed on
September 11, 2007.

OTHER INCOME (EXPENSE)

Interest Expense

For the three
month periods ended March 31, 2009 and 2008, interest expense was $35,632 and
$41,619, 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 Mr. Planche.

For the three
month periods ended March 31, 2009 and 2008, we incurred interest of $32,642
and $35,389, respectively, on our Loan Agreement with Ross/Fialkow. We also
incurred interest on cash advances from Mr. Planche of $2,990 and $6,230,
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. The Company paid $456 along with its
extension for a state tax return.

14

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LIQUIDITY AND CAPITAL RESOURCES AS OF MARCH
31, 2009

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 March 31,
2009 was $2.9 million compared to a deficit of $2.7 million as of December 31,
2008.

The current
financing for our operations is derived primarily from unsecured, interest
bearing cash advances from Mr. Planche. 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, Mr. Planche 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 $86,000 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 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, we believe they will need to find
more creative and unique ways to differentiate themselves from their
competition. We believe 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. An ability to raise capital 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.

Cash decreased
to $2,629 at March 31, 2009 from $10,271 at December 31, 2008.

Net cash used
for operating activities for the three months ended March 31, 2009 was $50,600.
The primary reason for the cash usage was to fund the loss for the period.

Net cash
provided by financing activities for the three months ended March 31, 2009 was
$42,000. The net cash provided was derived from unsecured cash advances
received from our president of $28,000 and advances from our line of credit of
$14,000.

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 $664,000 of the $750,000
available under this loan agreement. As of March 31, 2009, the outstanding
balance under the line of credit was $664,000.

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.

15

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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 March 31, 2009 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 first quarter of 2009, 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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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

None

ITEM
3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM
5. OTHER INFORMATION

The Company
sold 2,000,000 shares of its common stock valued at $0.15 per share for
$300,000 to ARAGONE S.A. of Geneva, Switzerland in connection with
a private placement on April 27, 2009. The 2,000,000 shares of common stock
were issued and delivered May 1, 2009. The Company intends to use the proceeds
of this sale to satisfy outstanding obligations and build inventory for the up
coming launch of the PlayGlo line of products.

On May 7, 2009
the Company paid Ross/Fialkow all accrued and outstanding interest due as of
March 31, 2009 of $65,592, issued and delivered a certificate for 125,000
shares of common stock as obligated under the Amendment and Waiver dated April
10, 2009.

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ITEM 6. EXHIBITS

|       |  |                                                                                                                                                                                                       |    
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|Number |  | Description of Exhibit                                                                                                                                                                                |    
|       |  |                                                                                                                                                                                                       |    
|       |  |                                                                                                                                                                                                       |    
|31     |  | Certification
  of Chief Executive Officer and Chief Financial Officer, pursuant to Section
  302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                 | E-1
|       |  |                                                                                                                                                                                                       |    
|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-2

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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: May
  15, 2009 | By:            | /s/ Patrick
  Planche                                                                                                                                                             
|                     |                |                                                                                                                                                                                   
|                     |                | Patrick
  Planche, President, Chief Executive Officer, Treasurer, Director Chief
  Financial Officer, Principal Executive Officer and Principal Financial and
  Accounting Officer

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