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 September 30, 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)              

Indicate by check mark 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 during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).

o Yes o No


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 November 13, 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
 September 30, 2009 (Unaudited) and December 31, 2008                                                                                      |                                                                                        | 4      |            
|                                           |                                                                                                                                                                                     |                                                                                        |        |            
|                                           | Condensed Consolidated Statements of
 Operations and Accumulated Deficit and Comprehensive Loss for the Three and
 Nine Month Periods Ended September 30, 2009 and 2008 (Unaudited) |                                                                                        | 5      |            
|                                           |                                                                                                                                                                                     |                                                                                        |        |            
|                                           | Consolidated Statements of Cash Flows for
 the Nine Month Period Ended September 30, 2009 and 2008 (Unaudited)                                                                      |                                                                                        | 6      |            
|                                           |                                                                                                                                                                                     |                                                                                        |        |            
|                                           | Notes to Condensed Consolidated Financial
 Statements (Unaudited)                                                                                                                   |                                                                                        | 7  12 |            
|                                           |                                                                                                                                                                                     |                                                                                        |        |            
|                                           | Item
 2.                                                                                                                                                                            | Managements Discussion and Analysis of
 Financial Condition and Results of Operations |        | 13  17     | 
|                                           |                                                                                                                                                                                     |                                                                                        |        |             | 
|                                           | Item
 3.                                                                                                                                                                            | Quantitative and Qualitative Disclosures
 About Market Risk                            |        | 18          | 
|                                           |                                                                                                                                                                                     |                                                                                        |        |             | 
|                                           | Item 4.                                                                                                                                                                             | Controls and Procedures                                                                |        | 18-19       | 
|                                           |                                                                                                                                                                                     |                                                                                        |        |             | 
|Part II. Other Information                 |                                                                                                                                                                                     |                                                                                        |       
|                                           |                                                                                                                                                                                     |                                                                                        |       
|                                           | Item 1.                                                                                                                                                                             | Legal Proceedings                                                                      |        | 20          | 
|                                           |                                                                                                                                                                                     |                                                                                        |        |             | 
|                                           | Item 2.                                                                                                                                                                             | Unregistered Sales of Equity and Use of
 Proceeds                                      |        | 20          | 
|                                           |                                                                                                                                                                                     |                                                                                        |        |             | 
|                                           | Item 3.                                                                                                                                                                             | Defaults upon Senior Securities                                                        |        | 20          | 
|                                           |                                                                                                                                                                                     |                                                                                        |        |             | 
|                                           | Item 4.                                                                                                                                                                             | Submission of Matters to a Vote of Security
 Holders                                   |        | 20          | 
|                                           |                                                                                                                                                                                     |                                                                                        |        |             | 
|                                           | Item 5.                                                                                                                                                                             | Other Information                                                                      |        | 20          | 
|                                           |                                                                                                                                                                                     |                                                                                        |        |             | 
|                                           | Item 6.                                                                                                                                                                             | Exhibits                                                                               |        | 21          | 
|                                           |                                                                                                                                                                                     |                                                                                        |        |             | 
|Signatures                                 |                                                                                                                                                                                     | 22                                                                                     |       

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 Sheets
September 30, 2009 and December 31, 2008

|                                                                                                                           |  |                    |             |                   |   |             |  
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | ----------------- | - | ----------- | -
|                                                                                                                           |  |                    |             |                   |   |             |  
|                                                                                                                           |  | September 30, 2009 |             | December 31, 2008 |  
|                                                                                                                           |  |                    |             |                   |  
|                                                                                                                           |  | (Unaudited)        |             |                   |   |            
|                                                                                                                           |  |                    |             |                   |   |             |  
|ASSETS                                                                                                                     |  |                    |             |                   |   |             |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|Current assets                                                                                                             |  |                    |             |                   |   |             |  
|Cash                                                                                                                       |  | $                  | 8,152       |                   | $ | 10,271      |  
|Accounts receivable, net                                                                                                   |  |                    | 15          |                   |   |            |  
|Inventory                                                                                                                  |  |                    | 324,940     |                   |   | 286,103     |  
|Prepaid expenses                                                                                                           |  |                    | 3,875       |                   |   | 7,545       |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|TOTAL
 CURRENT ASSETS                                                                                                      |  |                    | 336,982     |                   |   | 303,919     |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|Office and photographic equipment                                                                                          |  |                    | 28,320      |                   |   | 27,984      |  
|Less: accumulated depreciation                                                                                             |  |                    | (25,900     | )                 |   | (24,754     | )
|                                                                                                                           |  |                    |             |                   |   |             |  
|                                                                                                                           |  |                    | 2,420       |                   |   | 3,230       |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|Deposit                                                                                                                    |  |                    | 3,033       |                   |   | 3,033       |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|                                                                                                                           |  |                    | 3,033       |                   |   | 3,033       |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|TOTAL ASSETS                                                                                                               |  | $                  | 342,435     |                   | $ | 310,182     |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                      |  |                    |             |                   |   |             |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|Current liabilities                                                                                                        |  |                    |             |                   |   |             |  
|Line of credit                                                                                                             |  | $                  | 664,000     |                   | $ | 650,000     |  
|Accounts payable                                                                                                           |  |                    | 275,263     |                   |   | 198,531     |  
|Accrued interest (including related party
 interest of $52,719 and $42,842, respectively)                                  |  |                    | 52,719      |                   |   | 76,064      |  
|Accrued compensation                                                                                                       |  |                    | 550,000     |                   |   | 387,500     |  
|Accrued liabilities                                                                                                        |  |                    | 49,830      |                   |   | 58,048      |  
|Advances due to related party                                                                                              |  |                    | 1,711,298   |                   |   | 1,678,635   |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|TOTAL
 CURRENT LIABILITIES                                                                                                 |  |                    | 3,303,110   |                   |   | 3,048,778   |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|Stockholders deficit                                                                                                      |  |                    |             |                   |   |             |  
|Preferred stock, $0.001 par value - shares
 authorized 5,000,000; shares issued 0 and 0, respectively:                     |  |                    |            |                   |   |            |  
|Common stock, $0.001 par value - shares
 authorized 245,000,000; shares issued 146,467,837 and 144,342,837,
 respectively: |  |                    | 146,468     |                   |   | 144,343     |  
|Additional paid-in capital                                                                                                 |  |                    | 12,783,890  |                   |   | 12,485,890  |  
|Deferred compensation expense                                                                                              |  |                    |            |                   |   | (20,922     | )
|Accumulated deficit                                                                                                        |  |                    | (16,086,240 | )                 |   | (15,545,866 | )
|Accumulated other comprehensive income                                                                                     |  |                    | 195,207     |                   |   | 197,959     |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|TOTAL
 STOCKHOLDERS DEFICIT                                                                                               |  |                    | (2,960,675  | )                 |   | (2,738,596  | )
|                                                                                                                           |  |                    |             |                   |   |             |  
|                                                                                                                           |  |                    |             |                   |   |             |  
|TOTAL
 LIABILITIES AND STOCKHOLDERS DEFICIT                                                                               |  | $                  | 342,435     |                   | $ | 310,182     |  
|                                                                                                                           |  |                    |             |                   |   |             |  

See accompanying notes to unaudited condensed
consolidated financial statements.

4

---



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

|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ----------- | -------------------------- | - | ------------------- | - | ------------------- | ----------- | - | - | ----------- | -
|                                                                                                                               |  | For
 the Three Months Ended |             | For
 the Nine Months Ended |  
|                                                                                                                               |  |                             |             |                            |  
|                                                                                                                               |  | September 30,
 2009         |             | September 30,
 2008        |   | September 30,
 2009 |   | September 30,
 2008 |            
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |            
|                                                                                                                               |  | (Unaudited)                 |             | (Unaudited)                |   | (Unaudited)         |   | (Unaudited)         |            
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Sales                                                                                                                          |  | $                           | 2,935       |                            | $ | 2,234               |   | $                   | 53,778      |   | $ | 11,503      |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Cost of sales                                                                                                                  |  |                             | 1,447       |                            |   | 1,644               |   |                     | 27,792      |   |   | 8,737       |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Gross profit                                                                                                                   |  |                             | 1,488       |                            |   | 590                 |   |                     | 25,986      |   |   | 2,766       |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Operating expenses                                                                                                             |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Research and development                                                                                                       |  |                             | 15,550      |                            |   | 12,758              |   |                     | 67,748      |   |   | 84,476      |  
|Selling and marketing                                                                                                          |  |                             | 43,708      |                            |   | 51,143              |   |                     | 161,992     |   |   | 155,603     |  
|General and administrative (including related party consulting
 expenses of $5,631, $7,551, $20,733 and $22,489, respectively) |  |                             | 85,776      |                            |   | 139,163             |   |                     | 260,923     |   |   | 352,020     |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|                                                                                                                               |  |                             | 145,034     |                            |   | 203,064             |   |                     | 490,663     |   |   | 592,099     |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Operating loss                                                                                                                 |  |                             | (143,546    | )                          |   | (202,474            | ) |                     | (464,677    | ) |   | (589,333    | )
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Other Income (Expense)                                                                                                         |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Interest income                                                                                                                |  |                             |            |                            |   |                    |   |                     |            |   |   | 6           |  
|Interest expense (including related party $3,574, $8,738, $9,877 and
 $20,234 respectively)                                    |  |                             | (20,369     | )                          |   | (44,354             | ) |                     | (75,697     | ) |   | (126,641    | )
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|                                                                                                                               |  |                             | (20,369     | )                          |   | (44,354             | ) |                     | (75,697     | ) |   | (126,635    | )
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Net loss                                                                                                                       |  |                             | (163,915    | )                          |   | (246,828            | ) |                     | (540,374    | ) |   | (715,968    | )
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Accumulated deficit  beginning                                                                                                |  |                             | (15,922,325 | )                          |   | (14,895,621         | ) |                     | (15,545,866 | ) |   | (14,426,481 | )
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Accumulated deficit  ending                                                                                                   |  | $                           | (16,086,240 | )                          | $ | (15,142,449         | ) | $                   | (16,086,240 | ) | $ | (15,142,449 | )
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Basic and diluted net loss per share                                                                                           |  | $                           |           |                            | $ |                    |   | $                   |            |   | $ |            |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Weighted average number of shares used in the computation of basic
 and diluted net loss per share                             |  |                             | 146,467,837 |                            |   | 144,342,837         |   |                     | 145,542,560 |   |   | 144,264,082 |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|COMPREHENSIVE LOSS                                                                                                             |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Net loss                                                                                                                       |  | $                           | (163,915    | )                          | $ | (246,828            | ) | $                   | (540,374    | ) | $ | (715,968    | )
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Foreign currency translation adjustment                                                                                        |  |                             | (679        | )                          |   | 786                 |   |                     | (2,752      | ) |   | (369        | )
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  
|Comprehensive loss                                                                                                             |  | $                           | (164,594    | )                          | $ | (246,042            | ) | $                   | (543,126    | ) | $ | (716,337    | )
|                                                                                                                               |  |                             |             |                            |   |                     |   |                     |             |   |   |             |  

See accompanying notes to unaudited condensed
consolidated financial statements.

5

---



Brightec, Inc. and SubsidiaryCondensed Consolidated Statements of
Cash Flows

|                                                                              |  |                           |          |                    |   |          |  
|----------------------------------------------------------------------------- |  | ------------------------- | -------- | ------------------ | - | -------- | -
|                                                                              |  | For the Nine Months Ended |         
|                                                                              |  |                           |         
|                                                                              |  | September 30, 2009        |          | September 30, 2008 |  
|                                                                              |  |                           |          |                    |  
|                                                                              |  | (Unaudited)               |          | (Unaudited)        |  
|                                                                              |  |                           |          |                    |   |          |  
|Cash flows from operating activities                                          |  |                           |          |                    |   |          |  
|                                                                              |  |                           |          |                    |   |          |  
|Net loss                                                                      |  | $                         | (540,374 | )                  | $ | (715,968 | )
|                                                                              |  |                           |          |                    |   |          |  
|Adjustments to reconcile net loss to net
 cash used for operating activities: |  |                           |          |                    |   |          |  
|Amortization of deferred stock based
 compensation                            |  |                           | 20,922   |                    |   | 22,895   |  
|Accrued interest on advances from related
 party                              |  |                           | 9,877    |                    |   | 20,234   |  
|Depreciation and amortization expense                                         |  |                           | 1,146    |                    |   | 870      |  
|Write-off of deferred financing costs                                         |  |                           |         |                    |   | 20,085   |  
|General and administrative expenses
 associated with stock based transactions |  |                           | 125      |                    |   |         |  
|                                                                              |  |                           |          |                    |   |          |  
|Changes in operating assets and
 liabilities:                                 |  |                           |          |                    |   |          |  
|(Increase) decrease in:                                                       |  |                           |          |                    |   |          |  
|Accounts receivable                                                           |  |                           | (15      | )                  |   | 3,936    |  
|Inventory                                                                     |  |                           | (38,837  | )                  |   | (156,908 | )
|Prepaid expenses                                                              |  |                           | 3,670    |                    |   | (41,349  | )
|Deposit                                                                       |  |                           |          |                    |   | (992     | )
|Increase (decrease) in:                                                       |  |                           |          |                    |   |          |  
|Accounts payable                                                              |  |                           | 76,732   |                    |   | (12,067  | )
|Accrued liabilities                                                           |  |                           | 121,060  |                    |   | 101,700  |  
|                                                                              |  |                           |          |                    |   |          |  
|Net cash used in operating activities                                         |  |                           | (345,694 | )                  |   | (757,564 | )
|                                                                              |  |                           |          |                    |   |          |  
|                                                                              |  |                           |          |                    |   |          |  
|Cash flows from investing activities                                          |  |                           |          |                    |   |          |  
|Purchases of property and equipment                                           |  |                           | (336     | )                  |   | (4,473   | )
|                                                                              |  |                           |          |                    |   |          |  
|Net cash used in investing activities                                         |  |                           | (336     | )                  |   | (4,473   | )
|                                                                              |  |                           |          |                    |   |          |  
|                                                                              |  |                           |          |                    |   |          |  
|Cash flows from financing activities                                          |  |                           |          |                    |   |          |  
|Proceeds from sale of common stock                                            |  |                           | 300,000  |                    |   |         |  
|Advances received from related party                                          |  |                           | 36,463   |                    |   | 805,510  |  
|Repayment of advances received from related
 party                            |  |                           | (3,800   | )                  |   |         |  
|Advances from line of credit                                                  |  |                           | 14,000   |                    |   |         |  
|Repayment of advances from line of credit                                     |  |                           |         |                    |   | (50,000  | )
|                                                                              |  |                           |          |                    |   |          |  
|Net cash provided by (used in) financing activities                           |  |                           | 346,663  |                    |   | (755,510 | )
|                                                                              |  |                           |          |                    |   |          |  
|                                                                              |  |                           |          |                    |   |          |  
|Effects of changes in foreign exchange
 rates                                 |  |                           | (2,752   | )                  |   | (369     | )
|                                                                              |  |                           |          |                    |   |          |  
|                                                                              |  |                           |          |                    |   |          |  
|Net decrease in cash                                                          |  |                           | (2,119   | )                  |   | (6,896   | )
|                                                                              |  |                           |          |                    |   |          |  
|Cash at beginning of period                                                   |  |                           | 10,271   |                    |   | 32,464   |  
|                                                                              |  |                           |          |                    |   |          |  
|                                                                              |  |                           |          |                    |   |          |  
|Cash at end of period                                                         |  | $                         | 8,152    |                    | $ | 25,568   |  
|                                                                              |  |                           |          |                    |   |          |  

See NOTE 12 for supplemental cash flow
information.

See accompanying notes to unaudited condensed
consolidated financial statements.

6

---



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

NOTE 1  BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES

BUSINESS

Brightec, Inc. (the Company) develops and markets luminescent films
which incorporates 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. Our Luminescent
Products will be sold primarily as a printable luminescent film designed to add
luminescence to existing or new products. The Company uses third parties for
manufacturing, and markets and sells graphic quality printable luminescent
films. These films are based on the Companys proprietary and patented
technology, which enables prints to be of photographic quality by day and
luminescent under low light or night conditions. The Company expects that its
Luminescent Products will be available for sale in a number of versions
appropriate for commonly used commercial and personal printing technology,
including offset printing, laser or inkjet printing, plus a variety of print
on demand digital technologies. The Company offers its products in sheets and
rolls.

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.

ACCOUNTING STANDARDS CODIFICATION

Effective July 1, 2009, the Financial Accounting Standards Boards
(FASB) Accounting Standards Codification (ASC) became the single official
source of authoritative, nongovernmental generally accepted accounting
principles (GAAP) in the United States. The historical GAAP hierarchy was
eliminated and the ASC became the only level of authoritative GAAP, other than
guidance issued by the Securities and Exchange Commission. Our accounting
policies were not affected by the conversion to ASC. However, references to
specific accounting standards in the footnotes to our consolidated financial
statements have been changed to refer to the appropriate section of ASC.

NOTE 2  INTERIM FINANCIAL STATMENTS

The accompanying unaudited condensed consolidated financial statements
at September 30, 2009 and for the three and nine month periods then ended
includes the accounts of the Company and its wholly-owned subsidiary, Brightec
S.A. (the Subsidiary), a Swiss corporation. All inter-company transactions
and balances have been eliminated in consolidation. 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
have been condensed or omitted in accordance with rules of the Securities and
Exchange Commission 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.

We have evaluated subsequent events, through the date that the
financial statements were issued on November 16, 2009.

7

---



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

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 $16.1 million at September 30,
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 the Companys products at competitive prices, to establish profitable
operations and to generate positive operating cash flows. If the Company fails
to raise funds, or the Company is unable to generate operating profits and
positive cash flows, there are no assurances that the Company will be able to
continue as a going concern and it may be unable to recover the carrying value
of its assets.

In 2006, the Company entered into a $750,000 Loan and Security
Agreement (the Loan Agreement) with Ross/Fialkow Capital Partners, LLP,
Trustee of the Brightec Capital Trust (Ross/Fialkow). As of September 30,
2009, the loan principal was $664,000 and the remaining funds available under
the Loan Agreement were $86,000.

The Company received a notice of default from the Ross/Fialkow dated
November 3, 2009 for the non-payment of accrued interest of $22,686 and certain
legal fees incurred with the Loan Agreement and the balance due under the Loan
Agreement upon maturity. On November 13, 2009 the Company and Ross/Fialkow
signed an Amendment and Waiver Agreement extending terms of the Loan Agreement.
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 September 30, 2009, Mr. Planche made unsecured cash advances of
$36,463. 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.

NOTE 4  EARNINGS (LOSS) PER SHARE

The Company computes earnings or loss per share in accordance with ASC
260. 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 September 30, |            | For the Nine Months
 Ended September 30, | 
|                                    |  |                                           |            |                                          | 
|                                    |  | 2009                                      |            | 2008                                     |  | 2009        |  | 2008        |           
|                                    |  |                                           |            |                                          |  |             |  |             |           
|                                    |  | (Unaudited)                               |            | (Unaudited)                              |  | (Unaudited) |  | (Unaudited) |           
|                                    |  |                                           |            |                                          |  |             |  |             |            |  |  |            | 
|Warrants (weighted average)         |  |                                           | 6,320,832  |                                          |  | 6,320,832   |  |             | 6,320,832  |  |  | 6,320,832  | 
|                                    |  |                                           |            |                                          |  |             |  |             |            |  |  |            | 
|                                    |  |                                           |            |                                          |  |             |  |             |            |  |  |            | 
|Convertible debt (weighted average) |  |                                           | 5,533,333  |                                          |  | 5,801,630   |  |             | 5,523,931  |  |  | 5,822,688  | 
|                                    |  |                                           |            |                                          |  |             |  |             |            |  |  |            | 
|                                    |  |                                           |            |                                          |  |             |  |             |            |  |  |            | 
|Stock options (weighted average)    |  |                                           | 20,500,000 |                                          |  | 20,500,000  |  |             | 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 September 30, 2009 and December 31, 2008, respectively:

8

---



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

|                                   |  |                     |         |                   |   |         | 
|---------------------------------- |  | ------------------- | ------- | ----------------- | - | ------- | 
|                                   |  | September 30,
 2009 |         | December 31, 2008 |  
|                                   |  |                     |         |                   |  
|                                   |  | (Unaudited)         |         |                   |  
|                                   |  |                     |         |                   |   |         | 
|Raw
 materials and Work in process |  | $                   | 132,994 |                   | $ | 108,453 | 
|Finished
 goods                    |  |                     | 191,946 |                   |   | 177,650 | 
|                                   |  |                     |         |                   |   |         | 
|                                   |  |                     |         |                   |   |         | 
|                                   |  | $                   | 324,940 |                   | $ | 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 products.

NOTE 6  INCOME TAXES

The Company has not calculated the tax benefits of its net operating
losses as of September 30, 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 (if permitted)
will need to be amended. Due to the
uncertainty over the Companys ability to utilize these operating losses, any
deferred tax assets, when determined, would be fully offset by a valuation
allowance.

NOTE 7  RELATED PARTY TRANSACTIONS

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 nine month period ended September
30, 2009, Mr. Planche made advances to the Company of $36,463. During the nine month period ended September
30, 2009, the Company repaid $3,800 of such outstanding advances. At September 30, 2009, the Company owed to
Mr. Planche $1,711,298.

All such advances bear interest at the Internal Revenue Service short
term Applicable Federal Rate (0.84% and 1.36% at September 30, 2009 and
December 31, 2008, respectively) calculated and accrued monthly. As of September 30, 2009 and December 31,
2008, accrued interest owed on the unsecured cash advances was $52,719 and
$42,841, respectively. Interest expense
incurred for the three and nine month periods ended September 30, 2009 and 2008
was $3,574, $8,738, $9,877 and $20,234, respectively.

Consulting Agreement

On September 11, 2007, the Company issued 2,000,000 of its 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 September 11, 2007.
For the three and nine month periods ended September 30, 2009 the
Company recognized non-cash consulting expense of $5,631 and $20,733 compared
to $7,551, and $22,489 for the comparable periods from the prior year related
to this consulting agreement. At
September 30, 2009 and December 31, 2008, the Company owed $0 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.

9

---



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

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. All defaults were cured as of
 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 September 30, 2009 and December 31, 2008, the outstanding balance
on the line of credit was $664,000 and $650,000, respectively. Interest expense was $16,600 and $35,612 for
the three and nine month periods ending September 30, 2009 compared to $65,570
and $106,390 for the three and nine month periods ended September 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.

The Company received a notice of default from the Ross/Fialkow dated
November 3, 2009 for the non-payment of accrued interest of $22,686, certain
legal fees incurred with the Loan Agreement and the balance due under the Loan
Agreement upon maturity.

The Company and Ross/Fialkow signed an Amendment and Waiver Agreement
effective November 13, 2009, the significant terms of which are as follows:

|   |                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Maturity date: December 31, 2010.                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                     
|2. | Waiver
 of default:
 Ross/Fialkow waived the Company existing payment defaults and agreed to
 extend the grace period for curing such payment defaults until March 31,
 2010. Payments to be made on March 31, 2010 will be $52,210.

NOTE 9  CAPITAL STOCK

Issuances of Common Stock

The Company issued and 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 on 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. During the second quarter of
2009, the Company reevaluated its need for the IR Agreement and concluded that
it will defer commencement of the IR Agreement to the first quarter of 2010, at
which time the status of the 200,000 shares of common stock will be determined.

10

---



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

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 September 30, 2009 and December 31, 2008, the
unamortized balance of deferred compensation related to the consulting with the
significant stockholder was $0 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 September 30, 2009 and December 31, 2008, the balance of
deferred compensation related to the IR Agreement was $0 and $156,
respectively.

As of September 30, 2009 and December 31, 2008, the unamortized balance
of deferred compensation expense was $0 and $20,922, respectively.

NOTE 10  RECENT ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2009, the Company adopted the provisions of ASC
820-10 with respect to non-financial assets and liabilities. This pronouncement
defines fair value, establishes a framework for measuring fair value and
expands disclosures about fair value measurements. The adoption of ASC 820-10
did not have any impact on the Companys consolidated financial statements as
of and for the three and nine months ended September 30, 2009.

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 
FAIR VALUE OF FINANCIAL INSTRUMENTS

Substantially all of the Companys financial instruments, consisting
primarily of cash equivalents, accounts payable and accrued expenses, other
current liabilities and convertible notes, are carried at, or approximate, fair
value because of their short-term nature or because they carry market rates of
interest.

NOTE 12  SUPPLEMENTAL CASH FLOW INFORMATION

|                                                                  |  |                           |        |                    |   |         | 
|----------------------------------------------------------------- |  | ------------------------- | ------ | ------------------ | - | ------- | 
|                                                                  |  | For the Nine Months Ended |       
|                                                                  |  |                           |       
|                                                                  |  | September 30, 2009        |        | September 30, 2008 |  
|                                                                  |  |                           |        |                    |  
|                                                                  |  | (Unaudited)               |        | (Unaudited)        |  
|                                                                  |  |                           |        |                    |   |         | 
|Supplemental disclosure of cash flow information                  |  |                           |        |                    |   |         | 
|                                                                  |  |                           |        |                    |   |         | 
|Cash paid during the period for taxes                             |  | $                         |       |                    | $ |        | 
|                                                                  |  |                           |        |                    |   |         | 
|Cash paid during the period for interest                          |  | $                         | 82,442 |                    | $ | 106,783 | 
|                                                                  |  |                           |        |                    |   |         | 
|                                                                  |  |                           |        |                    |   |         | 
|Non-cash
 activities                                              |  |                           |        |                    |   |         | 
|                                                                  |  |                           |        |                    |   |         | 
|Issuance of common stock related to
 investor relations agreement |  | $                         | 125    |                    | $ | 750     | 
|                                                                  |  |                           |        |                    |   |         | 

11

---



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

NOTE 13  FEDERAL TAX LIEN

The Company received a Notice of Federal Tax Lien dated August 6, 2009.
The IRS is claiming that the Company owes payroll taxes for the second and
third quarters of 2006 as well as interest and penalties totaling approximately
$53,000. The lien attaches to all assets currently owned by the Company and to
all property the Company may acquire in the future. An administrative
assessment of payroll liability was determined as a result of the Company not
filing its required quarterly payroll reports. The Companys calculations
indicate that no payroll tax liability was due during these two periods.

The Company believes that it does not owe these taxes, penalties and
interest and plans on vigorously contesting the lien. The Company has replied
to all correspondence, filed all outstanding quarterly reports and all other
requested documentation with the IRS. Our latest reply on July 13, 2009 is
currently under review by the IRS. We believe this matter will be resolved
without an assessment of liability or interest. It is our understanding that
the administrative review process of our case will take 4 to 5 months from the
date of submission. The Company did not accrue the amounts due under the lien
as of and for the three months and nine months ended September 30, 2009.

12

---



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

The following discussion of 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 and nine
month periods ended September 30, 2009.

OVERVIEW

We develop and market luminescent films which incorporate 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 have begun to
introduce our new product lines to the marketplace. We started launching our
new products in September 2007.

Products that we introduced by the end of the 2007 include 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 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 films product
offering for 2009 a new line of finished products for children under the brand
name PlayGlo. This new PlayGlo product line uses the Companys films, and
will comprise puzzles and stickers. The Companys initial PlayGlo offerings
consists of a puzzle collection, featuring six 11 x 15, 100 piece,
animal-themed puzzles for children ages 6 and up and a sticker collections,
with four images that complement the puzzle line.

13

---



The Company has retained four Manufacturers Representative Firms (MRFs)
with a total of about sixty sales persons, to represent our PlayGlo line of
glow-in-the-dark puzzles and stickers. These four MRFs cover the thirty 30
States and the District of Columbia in the following regions:

New England Region (6): Connecticut, Maine, Massachusetts, New
Hampshire, Rode Island and Vermont.

Mid-Atlantic Region (7): Delaware, Maryland, New Jersey, New York,
Pennsylvania, Northern Virginia and Washington, D.C.

Midwest Region (7): Illinois, Indiana, Michigan, Minnesota, North
Dakota and South Dakota and Wisconsin.

Southeast and Southwest Region (11): Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, North Carolina, Oklahoma, South Carolina,
Tennessee and Texas.

The Company issued and 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
(Aragone) 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 used 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 September 30, 2009, we have a working capital deficit of
approximately $2.9 million, an accumulated deficit of approximately $16.1
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 September 30, 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.

The Company received a notice of default from the Ross/Fialkow dated
November 3, 2009 for the non-payment of accrued interest of $22,686, certain
legal fees incurred with the Loan Agreement and the balance due under the Loan
Agreement upon maturity. On November 13, 2009 the Company and Ross/Fialkow
signed an Amendment and Waiver Agreement extending terms of the Loan Agreement.
See NOTE 8  LINE OF CREDIT.

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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 FOR THE THREE AND NINE
MONTH PERIODS ENDED SEPTEMBER 30, 2009 COMPARED WITH THREE AND NINE MONTH
PERIODS ENDED SEPTEMBER 30, 2008

Revenues

Our revenues, net of returns, allowances and discounts, for the three
and nine month periods ended September 30, 2009 were $2,935 and $53,778
respectively, compared with $2,234 and $11,503 for the comparable three and
nine month periods of 2008. The increase in our revenue for the three month
period ended September 30, 2009 was due to a sale of PlayGlo puzzles and
stickers.

For the nine month period ended September 30, 2009, the increase in our
revenue was due to a sale of several thousand sheets of our paper-backed offset
product to a major stationery supplier for $48,270 and the launch of our
PlayGlo line of puzzles and stickers, partially offset by the decline in the
number of commercial sales we made and as a result of a specialized promotional
product that we manufactured and delivered in the first quarter of 2008 of
$7,207.

During the second quarter of 2009, while we had one commercial sale of
our Luminescent Products to a major stationery supplier, we concentrated our
efforts on building inventory of our PlayGlo line of products and their
planned launch during the second quarter 2009. The launch of the line is now in
effect and sales have been recorded during third quarter 2009.

Gross Profit

Our gross profit was $1,488 (50.7%) and $25,986 (48.3%) for the three
and nine month periods ended September 30, 2009, respectively, compared to a
gross profit of $590 (26.4%) and $2,766 (24.1%) for the comparable three and
nine month periods of 2008. The increase in our gross profit for the three
month period ended September 30, 2009 was due to a sale of inventory with a low
costs and a high margin on our puzzles and stickers.

The increase in our gross profit for the nine month period ended
September 30, 2009 was due to an increase in revenue on sales to a major
stationery supplier previously discussed, partially offset by the specialized
promotional product that we manufactured and delivered in the first quarter of
2008.

Research and Development Expenses

Research and development expenses were $15,550 and $67,748 for the
three and nine month periods ended September 30, 2009 compared to $12,758 and
$84,476 for the comparable three and nine month periods of 2008. This was an
increase of $2,792 for the three month period and a decrease of $16,728 for the
nine month period ended September 30, 2009.

The increase for the three month period ended September 30, 2009 of $2,792
was primarily related to a change in the method of allocating various personnel
costs of $2,890.

The decrease for the nine month period ended September 30, 2009 was
primarily due to non-recurring costs incurred during 2008. These costs related
to a necessary change in the primary raw materials used in manufacturing our
Luminescent Products. Also, a decrease in patent costs from the prior year was
partially offset by an increase in the payroll allocation to Research and
Development from General and Administrative cost accounted for the remainder of
the change.

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 and shareholder communications.
Selling and marketing expenses decreased $7,435 to $43,708 from $51,143 for the
three month period ended September 30, 2009 compared with the three month
period of 2008. Selling and marketing expenses increased by $6,389 for the nine
month period ended September 30, 2009, to $161,992 from $155,603 in 2008.

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The decrease for the three month period ended September 30, 2009 is
primarily related to costs for developing and storing various materials associated
with our 2008 campaign that was not a recurring event on 2009 along with a
reallocation of personnel costs, partially offset by postage costs associated
with the up-coming PlayGlo product introduction.

The increase for the nine month period ended September 30, 2009 is
primarily related to consulting costs associated with the up-coming PlayGlo
product introduction and certain material costs to produce our new samples used
for the toy industry fair earlier this year.

We anticipate beginning a major sales and marketing effort in
conjunction with the launch of the PlayGlo line. This effort will target
independent retailers in toy, gift and book stores, as well as tourist, museum,
science center, aquarium and zoo shops. Our sales and marketing costs will increase
significantly as our marketing samples are produced and distributed in the
third and fourth quarters. Our sales and marketing effort began in the second
quarter 2009 with identifying our initial selection of our target group of
independent retailers. We anticipate that the cost of our 2009 sales and
marketing effort to be between $300,000 to $450,000, which includes, but is not
limited to, the costs to produce all of our marketing collateral and samples,
travel costs and employee compensation. This estimate is less than initially
anticipated due the launch occurring later in the year that originally planned.

General and Administrative

General and administrative expenses consisted primarily of the
compensation of our executive officer, other payroll and related taxes and
benefits, deferred financing expenses and rent, as well as legal and accounting
fees.

General and administrative expenses were $85,776 and $260,923 for the
three and nine month periods ended September 30, 2009 compared to $139,163 and $352,020
for the comparable three and nine month periods of 2008. This was a decrease of
$53,387 and $91,097 for the three and nine month periods ended September 30,
2009, respectively

The decrease for the three month period ended September 30, 2009 is primarily
related to a reduction of accounting and legal and deferred financing costs
associated with a Stand By Equity Distribution SEDA financing, $21,335, and a
decrease in payroll and payroll related costs due to higher allocations to
selling and marketing partially offset by increases in rent and health care.

The decrease for the nine month period ended September 30, 2009 is
primarily related to a reduction of accounting and legal, deferred financing
costs and a decrease in payroll and payroll related costs due to higher
allocations to selling and marketing partially offset by increase in rent and
health care costs.

General and administrative costs include consulting fees of $5,631 and
$20,766 for the three and nine month periods ended September 30, 2009, related
to a two-year consulting contract with a significant stockholder, commencing on
September 11, 2007. The consulting contract fees, with this stockholder for the
prior years comparable time periods of 2008 were $7,551 and $22,234,
respectively.

OTHER INCOME (EXPENSE)

Interest Expense

For the three and nine month periods ended September 30, 2009 and 2008,
interest expense was $20,369, $44,354, $75,697 and $126,641, 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. The interest rate charged by our lender, Ross/Fialkow on the
outstanding balances under our line of credit was reduced from 20% to 10%
effective April 1, 2009. The interest rate charged by Mr. Planche is the
Internal Revenue Service short term Applicable Federal Rate.

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For the three and nine month periods ended September 30, 2009 and 2008,
we incurred interest of $16,600, $65,570, $35,612, and $106,390, respectively,
on our Loan Agreement with Ross/Fialkow. We also incurred interest on unsecured
cash advances from Mr. Planche of $3,574, $8,738, $9,877 and $20,234,
respectively. For the nine months ended September 30, 2009, we incurred other
miscellaneous interest costs of $195.

For the three and nine month periods ended September 30, 2009 and 2008,
interest expense decreased by $23,985 and $50,938, respectively. Of this
decrease in interest, $19,012 and $40,820 is attributed to the reduction in the
interest rate on the outstanding balance of our line of credit, and $5,164 and
$10,357 is attributable to the decrease in the interest rate on the outstanding
balance of unsecured cash advances we received from Mr. Planche. The remaining
change is attributable to a net change in miscellaneous interest income expense
of $191 and $239, 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.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, our operations have not generated sufficient cash flow
to satisfy our capital needs. We have financed our operations primarily through
the private sale of shares of our common stock, warrants to purchase shares of
our common stock and debt securities. Our net working capital deficit at
September 30, 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. Mr. Planche has not committed to
provide any additional cash advances to the Company. 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.

Our cash decreased to $8,152 at September 30, 2009 from $10,271 at
December 31, 2008.

Net cash used for operating activities for the nine months ended
September 30, 2009 was $345,694. The primary reason for the cash usage was to
fund the loss for the period.

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Net cash provided by financing activities for the nine months ended
September 30, 2009 was $346,663. The net cash provided was derived from an
issuance and sale of 2,000,000 shares of 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 and unsecured cash advances received from
Mr. Planche of $32,663, net a repayment of $3,800 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 the Loan Agreement. As of September 30, 2009, the outstanding
balance under that 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.

Federal Tax Lien

The Company received a Notice of Federal Tax Lien dated August 6, 2009.
The IRS is claiming that the Company owes payroll taxes for the second and
third quarters of 2006 as well as interest and penalties totaling approximately
$53,000. The lien attaches to all assets currently owned by the Company and to
all property the Company may acquire in the future. An administrative
assessment of payroll liability was determined as a result of the Company not
filing its required quarterly payroll reports. The Companys calculations
indicate that no payroll tax liability was due during these two periods.

The Company believes that it does not owe these taxes, penalties and
interest and plans on vigorously contesting the lien. The Company has replied
to all correspondence, filed all outstanding quarterly reports and all other
requested documentation with the IRS. Our latest reply on July 13, 2009 is
currently under review by the IRS. We believe this matter will be resolved
without an assessment of liability or interest. It is our understanding that
the administrative review process of our case will take 4 to 5 months from the
date of submission. The Company did not accrue the amounts due under the lien
as of and for the three months and nine months ended September 30, 2009.

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 4. 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) has 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 September 30, 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.

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Changes in Internal Control Over Financial Reporting

There were no changes in the Companys internal control over financial
reporting during the third quarter of 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 received a notice of default from the Ross/Fialkow dated
November 3, 2009 for the non-payment of accrued interest of $22,686 and certain
legal fees incurred with the Loan Agreement and the balance due under the Loan
Agreement upon maturity. On November 13, 2009 the Company and Ross/Fialkow
signed an Amendment and Waiver Agreement extending terms of the Loan Agreement.
See NOTE 8  LINE OF CREDIT.

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ITEM 6. EXHIBITS

|       |  |                                                                                                                                                                                                   |  |                
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------
|Number |  | Description of Exhibit                                                                                                                                                                            |  | Location       
|       |  |                                                                                                                                                                                                   |  |                
|       |  |                                                                                                                                                                                                   |  |                
|10.1   |  | Amendment and Waiver Agreement Dated November 12, 2009 to
Loan Agreement Dated June 6, 2006 Between Ross/Fialkow Capital Partners
LLP, Trustee of Brightec Capital Trust and Brightec, Inc.       |  | Provided herein
|       |  |                                                                                                                                                                                                   |  |                
|31     |  | Certification of Chief Executive Officer and Chief Financial Officer,
 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                |  | Provided herein
|       |  |                                                                                                                                                                                                   |  |                
|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). |  | Provided herein

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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:
 November 16, 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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