**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**




**x ANNUAL
      REPORT
      PURSUANT TO SECTION 13 OR 15 (d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**




**FOR
      THE FISCAL YEAR ENDED APRIL 30, 2008**




**o TRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15 (d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**




**Commission
      File No. 000 30432**




**ARBOR
      ENTECH CORPORATION**


(Name
      of
      Small business issuer in its charter)




**State
                of Delaware**
            
            **22-2335094**(State
                or other jurisdiction of
              Incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)**PO
                Box 656, Tuxedo Park, New York**
            
            **10987**(Address
                of principal executive offices)
            
            (Zip
                Code)




Issuer’s
      telephone numbering: **(201) 782-9237**





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




Securities
      registered under Section 12(b) of the Exchange Act: **none**




Securities
      registered under Section 12(g) of the Exchange Act: **Common
      Stock, par value $.001 per share**




Check
      whether the Registrant is not required to file reports pursuant to Section
      13 or
      15(d) of the Exchange Act. o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.   YES x NO o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulations S-B contained in this form, and no disclosure will be contained,
      to
      the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. x





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.  YES x NO o




State
      issuer’s revenues for its most recent fiscal year.  $-0-.




As
      of
      July 21, 2008, the number of shares of voting stock held by non-affiliates
      was
      approximately 55,000. No market value is being provided of stock held by
      non-affiliated parties due to the limited market for our common stock. See
“Item
      5.”





The
      number of shares outstanding of each of the issuer’s classes of common equity as
      of July 21, 2008: **7,050,540.**




DOCUMENTS
      INCORPORATED BY REFERENCE: **None.**




Transitional
      Small Business Disclosure Format: Yes o No x









ARBOR
      ENTECH CORPORATION


Form
      10-KSB


April
      30,
      2008




Table
      of Contents




Part
                IItem
                1.
            Description
                of Business.
            3Item
                2.
            Description
                of Properties.
            6Item
                3.
            Legal
                Proceedings.
            6Item
                4.
            Submission
                of Matters to a Vote of Security Holders.
            6Part
                IIItem
                5.
            Market
                for Common Equity, Related Stockholder Matters and Small Business
                Issuer
                Purchases of Equity Securities.
            7Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operations
            8Item
                7.
            Financial
                Statements.
            9Item
                8.
            Changes
                in and Disagreement with Accountants on Accounting and Financial
                Disclosure.
            10Item
                8A
            Controls
                and Procedures.
            10Item
                8B
            Other
                Information.
            10Part
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act.
            11Item
                10.
            Executive
                Compensation.
            13Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.
            15Item
                12.
            Certain
                Relationships and Related Transactions.
            16Item
                13.
            Exhibits
            17Item
                14.
            Principal
                Accountant Fees and Services
            17Signatures
            19Supplemental
                Information
            20Financial
                Statements
            F-1




ii




**Explanatory
      Note**





This
      Form
      10-KSB was filed on extension due to the death of the Registrant’s Chief
      Executive Officer, Harvey Houtkin, in July 2008. This Form 10-KSB reflects
      a
      vacancy on the Board due to Mr. Houtkin’s death and the appointment of Mark
      Shefts as acting Chief Executive Officer since August 7, 2008.




**PART
      I**




**Item
      1.****Description
      of Business**




**History**





We,
      Arbor
      EnTech Corporation (also referred to as the “Company”), are a Delaware
      corporation organized in 1980 under the name Arbor Energy Corporation.  Our
      name change was effected in 1984.




Until
      September 2, 2003, we engaged in the production and wholesale distribution
      of
      wood products for home use, principally fireplace wood and garden stakes. 
Our products were packaged in and distributed from our facility in Little Marsh,
      Pennsylvania.




Substantially
      all of our products were sold to The Home Depot, Inc. for resale at its retail
      outlets. We informed Home Depot that we would no longer do business with that
      company due to increased difficulties in transacting business with Home Depot
      on
      a profitable basis.  We stated to Home Deport that these difficulties
      included Home Depot’s prohibition against price increases despite increases in
      our costs of production, a diminution in the Home Depot territories we were
      allowed to sell product to, and Home Depot’s demands regarding returns of
      ordered products that we were unwilling to accede to for economic reasons. 
As a result, on September 2, 2003, we discontinued our wood products
      business.




At
      present, we are seeking other business opportunities, but there can be no
      assurance that such opportunities will be identified, engaged in, or result
      in
      any profits.




We
      owned
      102 acres of property in Little Marsh, Pennsylvania.  There was a wood
      packaging facility located on the property.  The facility consisted of an
      enclosed structure of 17,000 square feet, with a 7,000 foot outdoor overhang
      and
      another 10,000 foot outdoor overhang. **** Approximately
      12 acres of the property were devoted to our work area and the remaining 90
      acres are forest land.  The real property was mortgaged to Mark Shefts, our
      Secretary/Treasurer and one of our directors, to secure a credit line of
      $100,000 provided by Mr. Shefts.   We closed on the sale of the
      property to an unaffiliated party on July 20, 2005 pursuant to a contract
      entered into in April 2005.





We
      currently have no employees. Mr. Shefts, one of our three officers, devotes
      a
      small portion of his time to us.




**Current**  **Business
      Strategy**





The
      Company is seeking one or more potential business opportunities through the
      acquisition of existing businesses, assets to establish subsidiary businesses
      for the Company, a statutory merger or consolidation or the establishment of
      a
      new business or industry. However, due to the limited working capital of the
      Company, it is likely that the Company will enter into only one business
      transaction.





The
      Company may also seek to acquire one or more majority and/or wholly owned equity
      positions in other companies through the direct purchase of stock. Such equity
      positions will be limited by Section 3(a)(3) of the Investment Company Act
      of
      1940 (the "1940 Act"), in that the Company will not be permitted to own or
      propose to acquire investment securities having a value exceeding 40% of the
      Company's total assets (exclusive of government securities and cash items)
      on an
      unconsolidated basis.




3




The
      Company may provide debt financing to companies in which it has taken (or
      intends to take) an equity position. Such financing would generally be made
      on
      an unsecured basis. In no event will the Company provide financing for or take
      equity positions in companies where the aggregate of such investments would
      cause the Company to be required to register under the 1940 Act.




Present
      Management of the Company may or may not become involved as management in the
      aforementioned business or subsidiary or may hire qualified but as yet
      unidentified management personnel. There can, however, be no assurance
      whatsoever that the Company will be able to acquire a business.





A
      potential acquisition of a business may involve the acquisition of, or merger
      with, a company which does not need additional capital but which desires to
      establish a public trading market for its shares. A company that seeks the
      Company's participation in attempting to consolidate its operations through
      a
      merger, reorganization, asset acquisition, or some other form of combination
      may
      desire to do so to avoid what it may deem to be adverse consequences of itself
      undertaking a public offering including the inability or unwillingness to comply
      with various federal and state laws enacted for the protection of investors.
      Factors considered may include time delays, significant expense, loss of voting
      control. In connection with such acquisition, it is possible that an amount
      of
      stock constituting control of the Company would be purchased from the Company
      or
      its current officers, directors and stockholders resulting in substantial
      profits to such persons without similar profits being realized by other
      stockholder. Moreover, no assurance can be given with respect to the experience
      or qualifications of as yet unknown persons who may, in the future, engage
      in
      the operations of the Company or any business or subsidiary acquired by the
      Company. In the event of a change in control of the Company and its Board of
      Directors, the payment of dividends would be wholly dependent upon such persons.
      Furthermore, it is impossible as yet to determine what, if any, consequences
      applicable state law may provide to the Company's shareholders in any merger
      or
      reorganization.





**General
      Policy**





The
      Company may establish or acquire a business and/or invest in one or more new
      and
      developing corporations, whether directly or by way of statutory merger, which
      the Management of the Company determines will offer significant long-term growth
      potential. In the case of an equity position, the Company will seek to acquire
      primarily a majority owned and wholly owned capital stock position in such
      corporation. The Company is not restricted to any particular industry and may
      engage in any line of business. Accordingly, Management's discretion as to
      the
      type of businesses and equity investments is unlimited.





Management
      assumes that any business to be acquired and/or equity investment made by the
      Company, whether directly or by way of statutory merger, will involve a business
      that is new and unseasoned, or a business that has been operating for a limited
      period of time and has a limited or unsuccessful record of revenues or earnings.
      Investments in start-up enterprises result in a higher risk of total loss of
      investment by the Company. Except in cases of a merger or other instances where
      stockholders' approval may be required by applicable law, the Company's
      stockholders will not have the opportunity to review the relative merits or
      weaknesses of any proposed business to be acquired or equity investment to
      be
      made and, accordingly, will have to rely upon the discretion of Management
      in
      selecting a business or investment.





The
      Company has identified certain general policies which will be considered by
      the
      Company in evaluating business acquisition candidates and investment
      possibilities. These policies are listed below. In no event will the Company
      provide financing or take equity positions in companies where the aggregate
      of
      such investments would cause the Company to be required to register under the
      1940 Act.





1.  The
      Company will examine the products or services of a business being considered
      to
      determine whether a market exists for the products or services and whether
      the
      business can manufacture and/or market the products or produce the services
      at a
      competitive cost.




4




2.  The
      Company will invest in a corporation that it believes has a strong potential
      for
      growth. The Company will evaluate the corporation's business and determine
      the
      quality and experience of its management.





3.  The
      Company may invest in an operating corporation that has experienced increases
      in
      gross revenues which exceed industry averages. The market for the corporation's
      products will be evaluated by determining the relationship of size, growth
      potential and competitive factors in that corporation's industry. This may
      include the purchase of businesses which offer opportunities for
      consolidation.





4.  The
      Company will also consider the following factors:  (1) special
      risks associated with the business and the industry, (2) equity available
      to the business, (3) capital requirements of the business,
      (4) potential for profitability and (5) the effect of market and
      economic conditions and governmental policies on the business and its
      products.





It
      is
      unlikely that any one prospective corporation with which the Company may seek
      to
      enter a relationship will conform in all respects to the policies described
      above. Accordingly, this description is intended to serve only as a general
      guide for the Company's projected investment activities. These policies are
      not
      fundamental policies of the Company and may be changed at any time by the
      Company's Board of Directors.





The
      Company anticipates that it will be brought into contact with a prospective
      business acquisition or equity investment primarily through the efforts of
      its
      officers, directors and principal stockholders who in the course of their
      business activities frequently come into contact with corporations whose
      products, services or concepts may be subject to successful development and
      marketing. In such connection, the Company may pay a finder's fee to such
      officers, directors, principal stockholders or their affiliates. Any such
      payment would not be higher than that which would ordinarily be paid to a
      non-affiliated person.





The
      Company does not have any contracts or commitments with anyone or any firm
      with
      regard to these business activities. The Company also does not have any
      arrangements or understandings with respect to the acquisition of any business
      entity or the acquisition of any interest therein.





The
      Company may use independent consultants (who may agree to receive stock of
      the
      Company in payment for their services in lieu of cash) to explore areas of,
      and
      to seek out, acquisition prospects. Such independent consultants would be
      expected to have such expertise or knowledge which would be of use to Management
      in any investment decision. The Company has not engaged any independent
      consultants as of July 21, 2008.





At
      this
      time, Management believes the Company's equity investments will be made in
      private transactions with privately owned corporations. Securities acquired
      in
      this manner are restricted from public sale unless they are registered under
      the
      Securities Act of 1933, or unless an exemption from registration is available.





Government
      Regulation





The
      Company may be subject to government regulations promulgated by various local,
      state and Federal government agencies with regard to its proposed business.
      Additionally, the Company, in the purchase of equity positions, will be subject
      to various rules and regulations promulgated by the Securities and Exchange
      Commission and the various state securities commissions. Company does not intend
      to engage in the business of investing, reinvesting, owning, holding or trading
      in securities or otherwise engaging in activities which would render the Company
      an "investment company" as defined in the Investment Company Act of 1940, as
      amended.




5




The
      Company's financing activities will be limited by Section 3(a)(3) of the
      Investment Company Act of 1940 in that the Company will not be permitted to
      own
      or propose to acquire investment securities having a total value exceeding
      40%
      of the value of the Company's total assets (excluding government securities
      and
      cash items) on an unconsolidated basis. The Company is permitted under Section
      3(a)(3) of the 1940 Act to own or propose to own securities of a majority owned
      subsidiary which is defined under Section 2(a)(24) of the 1940 Act to mean
      50%
      or more of the outstanding securities of which are owned by the Company or
      a
      majority owned subsidiary of the Company. Notwithstanding Section 3(a)(3) of
      the
      1940 Act, the Company would not be considered an investment company where it
      is
      engaged directly or indirectly through a wholly-owned subsidiary (which is
      defined to mean at least 95% ownership of the outstanding voting stock), in
      a
      business or businesses, other than that of investing, owning, holding or trading
      in securities.





In
      addition to the limitations by the Investment Company Act of 1940 as mentioned
      above, there are a number of other provisions of the Federal securities laws
      which will affect the Company's proposed investments.





Most,
      if
      not all, of the securities which the Company acquires as equity investments
      will
      be "restricted securities" within the meaning of the Securities Act of 1933
      ("Securities Act") and will not be permitted to be resold without compliance
      with the Securities Act. The registration of securities owned by the Company
      is
      likely to be a time consuming and expensive process, and the Company always
      bears the risk, because of these delays, that it will be unable to resell such
      securities, or that it will not be able to obtain an attractive price for the
      securities. In the event the Company does not register securities it acquires
      for sale, it will seek to rely upon an exemption from registration. Among other
      exemptions, Rule 144 of the Securities Act of 1933, as amended, imposes a one
      year holding period prior to the sale of restricted securities and established
      volume limitations on the amount of any restricted securities that can be sold
      within certain defined time periods.





Competition





There
      are
      numerous similar companies which are larger, have more experience, and are
      better financed than the Company. The Company may encounter intense competition
      from numerous other firms engaged in its field. Any investments made by the
      Company will entail a high degree of business and financial risk that may result
      in substantial losses to the Company.





Personnel





Mr.
      Shefts, one of our three officers, devotes a small portion of his time to
      us.




**Item
      2.****Description
      of Properties**





Since
      the
      sale of our real estate, we have no principal executive office.  We utilize
      a mailing address of PO Box 656, Tuxedo Park, New York 10987. We utilize a
      telephone number at Mr. Shefts’ Office.  Our telephone number is (201)
      782-9237.




**Item
      3.****Legal
      Proceedings**




We
      are
      not presently a party to any known litigation.




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




No
      matters were submitted to a vote of our stockholders during the fourth quarter
      of fiscal 2008.




6




**PART
      II**




**Item
      5.****Market
      for Common Equity, Related Stockholder Matters and Small Business Issuer
      Purchases of Equity Securities****.**




(a)  Marketing
      Information — The principal U.S. market in which our common stock, all of which
      are of one class, is traded or may trade is in the over-the-counter
      market.  The stock is quoted on the Electronic Bulletin Board of the OTC
      market, under the symbol “ARBE.OB.”  Our stock is not traded or quoted on
      any automated quotation system. No market information is being supplied herein
      because quotations for and transactions in our common stock are sporadic and
      in
      view of the infrequent trading in our common stock, they would not be
      meaningful.




Broker-Dealer
      Sales of Company’s Registered Securities.





Except
      where the Company's Common Stock has a market price of at least $5.00 per share,
      the Company's Registered Securities are covered by a Securities and Exchange
      Commission ("SEC") rule that imposes additional sales practice requirements
      on
      broker-dealers who sell such securities to persons other than established
      customers and institutional accredited investors. For transactions covered
      by
      the rule, the broker-dealer must make a special suitability determination for
      the purchaser and receive the purchaser's written agreement to the transaction
      prior to the sale. Consequently, the rule affects the ability of broker-dealers
      to sell the Company's securities and also may affect the ability of purchasers
      in this offering to sell their securities in the secondary market.





The
      SEC
      has adopted seven rules (“Rules”) under the Securities Exchange Act of 1934
      requiring broker/dealers engaging in certain recommended transactions with
      their
      customers in specified equity securities falling within the definition of "penny
      stock" (generally non-NASDAQ securities priced below $5 per share) to provide
      to
      those customers certain specified information. Unless the transaction is exempt
      under the Rules, broker/dealers effecting customer transactions in such defined
      penny stocks are required to provide their customers with: (1) a risk
      disclosure document; (2) disclosure of current bid and ask quotations, if any;
      (3) disclosure of the compensation of the broker/dealers and its salesperson
      in
      the transaction; and (4) monthly account statements showing the market
      value of each penny stock held in the customer's account. These SEC Rules were
      adopted in April, 1992 pursuant to the requirements of the Securities
      Enforcement Remedies and Penny Stock Reform Act of 1990 (“Penny Stock Act”).





As
      a
      result of the aforesaid rules regulating penny stocks, the market liquidity
      for
      the Company’s securities, if any, may be severely adversely affected by limiting
      the ability of broker-dealers to sell the Company's securities and the ability
      of purchasers of the Company's securities in the secondary market.





(b)  Holders
—
      There were approximately 170 holders of record of our common stock as of July
      21, 2008, inclusive of those brokerage firms and/or clearing houses holding
      our
      securities for their clientele, with each such brokerage house and/or clearing
      house being considered as one holder.  The aggregate number of shares of
      common stock outstanding as of July 21, 2008 was 7,050,540 shares.




(c)  Dividends
      — A cash dividend of $.15 per share was declared in April 2004 and paid on May
      1, 2004 to all stockholders of record as of March 22, 2004.  No other
      dividends were declared on our stock in the last three fiscal years and we
      do
      not anticipate paying dividends on our common stock in the foreseeable
      future.




During
      the fiscal year ended April 30, 2008, we did not issue any shares of our Common
      Stock.




We
      did
      not repurchase any of our securities during the fiscal year ended April 30,
      2008.




We
      have
      no outstanding options, warrants or other rights under any equity compensation
      plans as of April 30, 2008.




7




**Item
      6.****Management’s
      Discussion and Analysis or Plan of Operation****.**




**CAUTIONARY
      NOTICE REGARDING FORWARD-LOOKING STATEMENTS**




Statements
      contained in this report which are not historical fact are “forward-looking
      statements” that involve various important assumptions, risks, uncertainties and
      other factors that could cause our actual results to differ materially from
      those expressed in such forward-looking statements. These important factors
      include, without limitation, competitive factors and pricing pressures, changes
      in legal and regulatory requirements, technological change or difficulties,
      product development risks, commercialization and trade difficulties and general
      economic conditions, as well as other risks previously disclosed in our
      securities filings and press releases.




These
      forward-looking statements often can be identified by the use of predictive,
      future-tense or forward-looking terminology, such as “believes,” “anticipates,”
“expects,” “estimates,” “plans,” “may,”  or similar terms.




***General***




We
      were a
      wood products company that had been in business since 1980. Our business
      fluctuated over the years. We were almost wholly dependent on sales to The
      Home
      Depot, Inc. As discussed below in “Discontinued Operations,” on September 2,
      2003, we discontinued our wood products business.




At
      present, we our seeking other business opportunities, but there can be no
      assurance that such opportunities will be identified, engaged in, or result
      in
      any profits.




***Fiscal
      year ended April 30, 2008 compared to the fiscal year ended April 30,
      2007***




Since
      we
      discontinued our wood products business, there were no sales from continuing
      operations during the years ended April 30, 2008 and 2007.




Selling,
      general and administrative expenses were $15,000 for the fiscal year ended
      April 30, 2008, a decrease of $8,200 or approximately 35% over selling,
      general and administrative expenses of $23,000 for the fiscal year ended
      April 30, 2007. The decrease in selling, general and administrative
      expenses is primarily attributable to a decrease in professional fees of
      $7,300.





Interest
      income for the year ended April 30, 2008 was $21,500 compared to $2,400 for
      the
      year ended April 30, 2007, or an increase of $19,100. This increase was
      attributable to renegotiated higher interest rates.




For
      2008,
      we had net income of $6,551 as compared to a net loss of $19,604 for the
      comparable period of the prior year.




***Liquidity
      and capital resources***




As
      at
      April 30, 2008, we had cash and cash equivalents of approximately $440,000,
      which represented all of our total assets. We believe we have adequate working
      capital to fund our search for a business opportunity for at least the next
      12
      months.




8




Net
      cash
      provided by operating activities amounted to approximately $150 for the fiscal
      year ended April 30, 2008 as compared to net cash used in operating activities
      of approximately $(22,600) in fiscal 2007. This was primarily attributable
      to
      the change from a net loss of $19,600 to a net income of $6,600 or a net
      increase of approximately $26,200 offset by the net increase in payment of
      accounts payable and accrued liabilities between the two years amounting to
      $6,000.




Since
      terminating our wood products business in September 2002, the Company has been
      unable to find a suitable business opportunity or merger candidate considering
      the limited cash resources available to the Company and that the Company’s
      Common Stock has a limited and sporadic trading market. Nevertheless, Management
      is continuing to explore various business opportunities that may be available
      to
      it. As of the filing date of this Form 10-KSB, there are no known trends or
      any
      known demands, commitments, events or uncertainties that will result in or
      that
      are reasonably likely to result in the Company’s liquidity increasing or
      decreasing in any material way. Further, at the present time, the Company has
      no
      commitments for capital expenditures and does not anticipate same until it
      establishes a business or acquires an operating business, of which there can
      be
      no assurances given.





Off-Balance
      Sheet Transactions




We
      do not
      have any transactions, agreements or other contractual arrangements that
      constitute off-balance sheet arrangements.





**Application
      Of Critical Accounting Policies**




Our
      financial statements and accompanying notes are prepared in accordance with
      accounting principles generally accepted in the United States of America.
      Preparing financial statements requires management to make estimates and
      assumptions that affect the reported amounts of assets, liabilities, revenue,
      and expenses. These estimates and assumptions are affected by management’s
      application of accounting policies. Critical accounting policies for use of
      estimates, accounting for stock-based compensation and environmental remediation
      costs.




The **** preparation
      of financial statements in conformity with U.S. generally accepted accounting
      principles requires management to make estimates and assumptions that affect
      the
      reported amounts of assets and liabilities and the disclosure of contingent
      assets and liabilities at the date of the financial statements and the reported
      amounts of revenues and expenses during the reporting period.  Actual
      results could differ from those estimates.




**Item 7.** **Financial
      Statements.**




The
      Financial Statements required by Item 7 follow this page.




9





Report
      of
      the Independent Registered Public Accounting Firm





To
      the
      Board of Directors and Stockholders of


Arbor
      Entech Corporation





We
      have
      audited the accompanying balance sheet of Arbor Entech Corporation as of April
      30, 2008 and the related consolidated statements of operations, stockholders’
equity and cash flows for the year then ended. These financial statements are
      the responsibility of the Company’s management. Our responsibility is to express
      an opinion on these financial statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audit provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Arbor Entech Corporation as of
      April 30, 2008, and the results of their operations and cash flows for the
      year
      then ended in conformity with accounting principles generally accepted in the
      United States of America.





Rosenberg
      Rich Baker Berman & Company








Bridgewater,
      New Jersey


August
      11, 2008





F-1




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





The
      Board
      of Directors and Stockholders


Arbor
      EnTech Corporation





We
      have
      audited the accompanying statements of operations, stockholders’ equity, and
      cash flows of Arbor EnTech Corporation ("the Company") for the year ended April
      30, 2007. These financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audits.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. Also, an audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audit provides a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the results of operations of the Company and its cash flows
      for the year ended April 30, 2007 in conformity with accounting principles
      generally accepted in the United States of America.





WOLINETZ,
      LAFAZAN & COMPANY, P.C.








Rockville
      Centre, New York


May
      29,
      2007




F-2


ARBOR
        ENTECH CORPORATION
 BALANCE
        SHEET
 APRIL
        30, 2008
 
 ASSETSCurrent
                  Assets:Cash
                  and Cash Equivalents
              
              $
              440,420Total
                  Current Assets
              
              
              440,420Total
                  Assets
              
              $
              440,420LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCurrent
                  Liabilities:Accounts
                  Payable and Accrued Liabilities
              
              $
              1,000Total
                  Current Liabilities
              
              
              1,000Commitments
                  and ContingenciesStockholders’
                  Equity:Common
                  Stock, $.001 Par Value; Authorized 10,000,000 Shares; Issued and
                  Outstanding 7,050,540 Shares
              
              
              7,050Additional
                  Paid-In Capital
              
              
              2,365,441Retained
                  Earnings (Deficit)
              
              
              (1,933,071
              )Total
                  Stockholders’ Equity
              
              
              439,420Total
                  Liabilities and Stockholders’ Equity
              
              $
              440,420
 
 The
        accompanying notes are an integral part of the financial
        statements.
  F-3
 
 ARBOR
        ENTECH CORPORATION
 STATEMENT
        OF OPERATIONS
 
 Years EndedApril 30,2008
              
              2007Net
                  Sales
              
              $
              -
              
              $
              -Costs
                  and Expenses:Selling,
                  General and Administrative Expenses
              
              
              14,961
              
              
              23,17214,961
              
              
              23,172Loss
                  from Operations
              
              
              (14,961
              )
              
              (23,172
              )Other
                  Income:Interest
                  Income
              
              
              21,512
              
              
              2,378Other
              
              
              -
              
              
              1,19021,512
              
              
              3,568Net
                  Income (Loss)
              
              $
              6,551
              
              $
              (19,604
              )Income
                  (Loss) Per Common Share - Basic
              
              $
              .00
              
              $
              (.00
              )Weighted
                  Average Shares Outstanding
              
              
              7,050,540
              
              
              7,050,540
 
 The
        accompanying notes are an integral part of the financial
        statements.
 
 F-4
 
 ARBOR
        ENTECH CORPORATION
 STATEMENT
        OF STOCKHOLDERS’ EQUITY
 YEARS
        ENDED APRIL 30, 2007 AND 2008
 
 Additional
              
              RetainedCommon Stock
              
              Paid-In
              
              EarningsShares
              
              Amount
              
              Capital
              
              (Deficit)
              
              TotalBalance –
                  April 30, 2006
              
              
              7,050,540
              
              $
              7,050
              
              $
              2,365,441
              
              $
              (1,920,018
              )
              $
              452,473Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (19,604
              )
              
              (19,604
              )Balance –
                  April 30, 2007
              
              
              7,050,540
              
              
              7,050
              
              
              2,365,441
              
              
              (1,939,622
              )
              
              432,869Net
                  Income
              
              
              -
              
              
              -
              
              
              -
              
              
              6,551
              
              
              6,551Balance –
                  April 30, 2008
              
              
              7,050,540
              
              $
              7,050
              
              $
              2,365,441
              
              $
              (1,933,071
              )
              $
              439,420
 
 The
        accompanying notes are an integral part of the financial
        statements.
 
 F-5
 
 ARBOR
        ENTECH CORPORATION
 STATEMENT
        OF CASH FLOWS
 
 Years EndedApril 30,2008
              
              2007Cash
                  Flows from Operating Activities:Net
                  Income (Loss)
              
              $
              6,551
              
              $
              (19,604
              )Adjustments
                  to Reconcile Net Income (Loss) to Net Cash Provided by (Used) in
                  Operating
                  Activities:Changes
                  in Operating Assets and Liabilities:(Increase)
                  Decrease in Other Current Assets
              
              
              1,642
              
              
              (931
              )(Decrease)
                  in Accounts Payable and Accrued Liabilities
              
              
              (8,045
              )
              
              (2,040
              )Total
                  Adjustments
              
              
              (6,403
              )
              
              (2,971
              )Net
                  Cash Provided by (Used) in Operating Activities
              
              
              148
              
              
              (22,575
              )Cash
                  Flows from Investing Activities:
              
              
              -
              
              
              -Cash
                  Flows from Financing Activities:
              
              
              -
              
              
              -Increase
                  (Decrease) in Cash and Cash Equivalents
              
              
              148
              
              
              (22,575
              )Cash
                  and Cash Equivalents – Beginning of Year
              
              
              440,272
              
              
              462,847Cash
                  and Cash Equivalents – End of Year
              
              $
              440,420
              
              $
              440,272Supplemental
                  Cash Flow Information:Cash
                  Paid for Interest
              
              $
              -
              
              $
              -Cash
                  Paid for Income Taxes
              
              $
              -
              
              $
              -
 
 The
        accompanying notes are an integral part of the financial
        statements.
  F-6
  ARBOR
        ENTECH CORPORATION
 NOTES
        TO FINANCIAL STATEMENTS
 
 NOTE
        1
        -  Nature
        of Business
 
 Arbor
        EnTech Corporation (the “Company”) is a Delaware corporation that engaged in the
        production and wholesale distribution of wood products for home use, principally
        fireplace wood and garden stakes. The Company’s products were produced, packaged
        in and distributed from its facility in Little Marsh, Pennsylvania. The products
        were delivered by independent truckers to customer locations in the Northeastern
        United States. On September 22, 2003, the Company discontinued its wood products
        business. The Company is seeking other business opportunities but has not
        yet
        identified any such opportunity.
 
 NOTE
        2
        -  Summary
        of Significant Accounting Policies
 
 Cash
        and Cash Equivalents
 
 The
        Company considers all highly liquid short-term investments with a maturity
        of
        three months or less at time of purchase to be cash equivalents.
 
 Use
        of
        Estimates
 
 The
        preparation of financial statements in conformity with U.S. generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
 
 Income
        Taxes
 
 The
        Company utilizes the liability method of accounting for income taxes. Under
        such
        method, deferred tax assets and liabilities are recognized for the future
        tax
        consequences attributable to differences between the financial statement
        carrying amounts of existing assets and liabilities and their respective
        tax
        bases. Deferred tax assets and liabilities are measured using enacted tax
        rates
        in effect at the balance sheet date. The resulting asset or liability is
        adjusted to reflect enacted changes in tax law. Future tax benefits attributable
        to temporary differences are recognized to the extent that realization of
        such
        benefits is more likely than not.
  F-7
  ARBOR
        ENTECH CORPORATION
 NOTES
        TO FINANCIAL STATEMENTS
 
 NOTE
        2
        -  Summary
        of Significant Accounting Policies (Continued)
 
 Income
        (Loss) Per Common Share
 
 The
        computation of earnings (loss) per share of common stock is computed by dividing
        income (loss) for the year by the weighted average number of common shares
        outstanding during that period. Since the Company has no common stock
        equivalents, diluted earnings (loss) per share is the same as basic earnings
        (loss) per share.
 
 Fair
        Value of Financial Instruments
 
 The
        fair
        value of the Company’s financial instruments, which consist primarily of cash
        and cash equivalents and accounts payable and accrued liabilities, approximate
        their carrying amounts reported due to their short-term nature.
 
 Concentration
        of Credit Risk
 
 The
        Company’s financial instruments that are exposed to concentration of credit risk
        consist of cash and cash equivalents. At times, such amounts are in excess
        of
        the FDIC insurance limits.
 
 NOTE
        3
        -  Income
        Taxes
 
 For
        income tax purposes, the Company had available net operating loss carryforwards
        (“NOL”) at April 30, 2008 of approximately $240,000 expiring in various years
        from 2023 through 2027 to reduce future federal taxable income, if
        any.
 
 The
        tax
        effects of significant items comprising deferred income taxes are as
        follows:
 
 April
                  30,2008
              
              2007Deferred
                  Tax
              
              Deferred
                  TaxAssets
              
              Liabilities
              
              Assets
              
              LiabilitiesNet
                  Operating Loss Carryforwards
              
              $
              100,000
              
              $
              -
              
              $
              88,000
              
              $
              -100,000
              
              
              -
              
              
              88,000
              
              
              -Less:
                  Valuation Allowance
              
              
              100,000
              
              
              -
              
              
              88,000
              
              
              -$
              -
              
              $
              -
              
              $
              -
              
              $
              -
 
 The
        difference the Federal Statutory Rate of 34% and the Company's effective
        tax
        rate of 0% is due to an increase in the valuation allowance of approximately
        $12,000.
 
 NOTE
        4
        -  Related
        Party Transactions
 
 The
        Company incurred $4,000 in accounting and administration fees to a company
        owned
        by an officer of the Company during the years ended April 30, 2008 and 2007.
  F-8




**Item
      8.****Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosures.**




On
      July
      8, 2008, the Registrant was notified by its prior independent auditors,
      Wolinetz, Lafazan & Company, P.C. (“WL”), that it had resigned and that it
      was no longer the Registrant’s independent auditor.





WL’s
      report on Registrant’s financial statements for the last two fiscal years ended
      April 30, 2007 (collectively, the “Prior Fiscal Years”), did not contain an
      adverse opinion or disclaimer of opinion, nor was such report qualified or
      modified as to uncertainty, audit scope or accounting principles.





There
      were no disagreements (“Disagreements”) between Registrant and WL during either
      (i) the Prior Fiscal Years, or (ii) the period May 1, 2007 through July 11,
      2008
      (the “Interim Period”) on any matter of accounting principles or practices,
      financial statement disclosure, or auditing scope or procedure, which
      Disagreement, if not resolved to the satisfaction of WL, would have caused
      WL to
      make reference to the subject matter of the Disagreement in connection with
      its
      report for the Prior Fiscal Years.





There
      were no reportable events under Item 304(a)(1) of Regulation S-B, during either
      (i) the Prior Fiscal Years or (ii) the Interim Period.





On
      July
      9, 2008, the board of directors approved and engaged Rosenberg Rich Baker Berman
      & Company (“RRBB”) as its independent auditor for Registrant's fiscal year
      ended April 30, 2008. Registrant did not consult RRBB with respect to either
      (i)
      the Prior Fiscal Years, (ii) the Interim Period with respect to either the
      application of accounting principles to a specified transaction, either
      completed or proposed, or the type of audit opinion that might be rendered
      on
      Registrant’s financial statements, or (iii) any matter that was either the
      subject of a Disagreement or a Reportable Event.




**Item
      8A.****Controls
      and Procedures****.**




Under
      the
      supervision and with the participation of our management, including the Chief
      Executive Officer and Chief Financial Officer, we have evaluated the
      effectiveness of our disclosure controls and procedures as required by Exchange
      Act Rule 13a-15(b) as of the end of the period covered by this report. Based
      on
      that evaluation, the Chief Executive Officer and Chief Financial Officer have
      concluded that these disclosure controls and procedures are effective.




*Report
      of Management on Internal Control Over Financial Reporting*





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting for the company. Internal control over
      financial reporting is a process to provide reasonable assurance regarding
      the
      reliability of our financial reporting for external purposes in accordance
      with
      accounting principles generally accepted in the United States of America.
      Internal control over financial reporting includes maintaining records that
      in
      reasonable detail accurately and fairly reflect our transactions; providing
      reasonable assurance that transactions are recorded as necessary for preparation
      of our financial statements; providing reasonable assurance that receipts and
      expenditures of company assets are made in accordance with management
      authorization; and providing reasonable assurance that unauthorized acquisition,
      use or disposition of company assets that could have a material effect on our
      financial statements would be prevented or detected on a timely basis. Because
      of its inherent limitations, internal control over financial reporting is not
      intended to provide absolute assurance that a misstatement of our financial
      statements would be prevented or detected.





Management
      conducted an evaluation of the effectiveness of our internal control over
      financial reporting based on the framework in *Internal
      Control - Integrated Framework* issued
      by the Committee of Sponsoring Organizations of the Treadway Commission. Based
      on this evaluation, management concluded that the company’s internal control
      over financial reporting was effective as of April 30, 2008. There were no
      changes in our internal control over financial reporting during the quarter
      ended April 30, 2008 that have materially affected, or are reasonably likely
      to
      materially affect, our internal control over financial reporting. Our
      independent auditors have not audited and are not required to audit this
      assessment of our internal control over financial reporting for the fiscal
      year
      ended April 30, 2008.




**Item
      8B.** **Other
      Information** **.**




None.




10




**PART
      III**




**Item
      9.****Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a)
      of the Exchange Act.**




The
      following table sets forth certain information concerning our directors and
      executive officers:




**Name**
            
            **Age**
            
            **Position**Mark
                Shefts
            
            50
            
            Acting
                Chief Executive Officer,
              Secretary,
                Treasurer, DirectorWanda
                Shefts
            
            50
            
            Executive
                Vice President, DirectorSherry
                Houtkin
            
            57
            
            Director




This
      Form
      10-KSB was filed on extension due to the death of the Registrant’s Chief
      Executive Officer, Harvey Houtkin, in July 2008. There is now a vacancy on
      the
      Board due to Mr. Houtkin’s death. Mark Shefts is now as acting as Chief
      Executive Officer since August 7, 2008.





Each
      director has been elected to serve until the next annual meeting of
      stockholders, or until his earlier resignation, removal from office, death
      or
      incapacity. Officers are elected by the directors at meetings called by the
      directors for such purpose.





**Mark
      D. Shefts** has been
      our Secretary/Treasurer and a director since February 1993 and Acting Chief
      Executive Officer since August 7, 2008.  He also serves as our Chief
      Financial Officer. He previously held these positions from 1982 through April
      1987.  He was a member of the Chicago Stock Exchange and is President,
      Treasurer and a co-owner of Domestic Securities.  He has been a principal
      of All-Tech since early 1988 and has been its President, Chief Operating
      Officer, Chief Financial Officer, Treasurer and a Director since that
      time.   Mr. Shefts is licensed as a Commodity Pool Operator and a
      Commodity Trading Advisor by the National Futures Association.  He is also
      a Certified Financial Services Auditor of the National Association of Financial
      Services Auditors, a Certified Fraud Examiner of the Association of Certified
      Fraud Examiners, and an arbitrator for the American Arbitration Association
      and
      NASD Dispute Resolution, Inc.  Mr. Shefts graduated in 1979 from Brooklyn
      College of the City of New York with a Bachelor of Science Degree in
      Accounting.





**Wanda**  **Shefts** has been
      our Vice President and a director since February 1993.  She previously held
      these positions from 1982 through April 1987.  She has an Associates Degree
      from Kingsborough Community College.




**Sherry
      Houtkin** has been
      one of our directors since February 1994. She has not been affiliated or
      employed by any other company in the last five years.




11




Family
      Relationships




Mark
      Shefts and Wanda Shefts are husband and wife.  Harvey Houtkin (deceased)
      and Wanda Shefts were brother and sister.  Harvey Houtkin and Sherry
      Houtkin were husband and wife.




Our
      Board
      of Directors does not currently have a compensation committee, audit committee
      or nominating committee.  We do not have an Audit Committee financial
      expert.  We believe that the cost of retaining a financial expert at this
      time is too prohibitive given our current financial condition.




Compliance
      with Section 16(a) of The Securities Exchange Act of 1934




To
      our
      knowledge, based solely on a review of such materials as are required by the
      Securities and Exchange Commission, no officer, director or beneficial holder
      of
      more than ten percent of our issued and outstanding shares of Common Stock
      failed to timely file with the Securities and Exchange Commission any form
      or
      report required to be so filed pursuant to Section 16(a) of the Securities
      Exchange Act of 1934.




Code
      of Ethics




We
      have
      not adopted a code of ethics as of the date hereof.  We are considering
      whether to adopt such a plan in the future.




12




**Item
      10.****Executive
      Compensation**




**Summary
      Compensation Table**




The
      following table sets forth the overall compensation earned over the fiscal
      year
      ended April 30, 2008 and 2007 (1) each person who served as the principal
      executive officer of the Company during fiscal year 2008; (2) the Company’s most
      highly compensated (up to a maximum of two) executive officers as of April
      30,
      2008 with compensation during fiscal year 2008 of $100,000 or more; and (3)
      those two individuals, if any, who would have otherwise been in included in
      section (2) above but for the fact that they were not serving as an executive
      of
      the Company as of April 30, 2008.


**Salary Compensation**
              
              
              
              
              
              ******Name and**
                **Principal**
                **Position**
              
              **Fiscal**
                **Year**
              
              **Salary ($)**
              
              **Bonus**
                **($)**
              
              **Stock**
                **Awards**
              
              **Options**
                **Awards**
                **($)(1)**
              
              **Non-Equity**
                **Incentive Plan**
                **Compensation**
                **($)**
              
              **Nonqualified**
                **Deferred**
                **Compensation**
                **Earnings ($)**
              
              **All Other**
                **Compensation**
                **($) (2)(3)**
              
              **Total ($)**Harvey
                  Houtkin
              
              
              2008
              
              $
              —
              
              
              —
              
              
              —
              
              $
              —
              
              
              —
              
              
              —
              
              $
              —
              
              $
              —Chief
                  ExecutiveOfficer
              
              
              2007
              
              $
              —
              
              
              —
              
              
              —
              
              $
              —
              
              
              —
              
              
              —
              
              $
              —
              
              $
              —Mark
                  Shefts
              
              
              2008
              
              $
              —
              
              
              —
              
              
              —
              
              $
              —
              
              
              —
              
              
              —
              
              $
              4,000
              
              $
              4,000Chief
                  FinancialOfficer
              
              
              2007
              
              $
              —
              
              
              —
              
              
              —
              
              $
              —
              
              
              —
              
              
              —
              
              $
              4,000
              (4)
              $
              4,000






(1)
            Reflects
                dollar amount expensed by the company during applicable fiscal year
                for
                financial statement reporting purposes pursuant to FAS 123R.  FAS
                123R requires the company to determine the overall value of the options
                as
                of the date of grant based upon the Black-Scholes method of valuation,
                and
                to then expense that value over the service period over which the
                options
                become exercisable (vest).  As a general rule, for
                time-in-service-based options, the company will immediately expense
                any
                option or portion thereof which is vested upon grant, while expensing
                the
                balance on a pro rata basis over the remaining vesting term of the
                option.  For a description FAS 123 R and the assumptions used in
                determining the value of the options under the Black-Scholes model
                of
                valuation, see the notes to the financial statements included with
                this
                Form 10-KSB.




(2)
            Includes
                all other compensation not reported in the preceding columns, including
                (i) perquisites and other personal benefits, or property, unless
                the
                aggregate amount of such compensation is less than $10,000; (ii)
                any
                “gross-ups” or other amounts reimbursed during the fiscal year for the
                payment of taxes; (iii) discounts from market price with respect
                to
                securities purchased from the company except to the extent available
                generally to all security holders or to all salaried employees; (iv)
                any
                amounts paid or accrued in connection with any termination (including
                without limitation through retirement, resignation, severance or
                constructive termination, including change of responsibilities) or
                change
                in control; (v) contributions to vested and unvested defined contribution
                plans; (vi) any insurance premiums paid by, or on behalf of, the
                company
                relating to life insurance for the benefit of the named executive
                officer;
                and (vii) any dividends or other earnings paid on stock or option
                awards
                that are not factored into the grant date fair value required to
                be
                reported in a preceding column.




(3)
            Includes
                compensation for service as a director described under Director
                Compensation, below.




(4)
            Represents
                fees for administrative, accounting and bookkeeping services, which
                is the
                sole compensation paid to any executive officer in fiscal 2008 and
                2007.
                These fees were paid to an affiliate of Mr.
                Shefts.





Directors
      do not receive any compensation for serving as such or for attending meetings
      of
      the Board.  They may be reimbursed their accountable expenses for attending
      meetings.




13




We
      do not
      have any employment agreements or stock option or bonus plans with any of its
      executive officers and we do not have any employees. The only compensation
      paid
      to any executive officer is a fee of approximately $1,000 per quarter paid
      to an
      affiliated entity owned by Mr. Shefts for administrative, accounting and
      bookkeeping services.





**Executive
      Officer Outstanding Equity Awards At Fiscal Year-End**




The
      following table provides certain information concerning any common share
      purchase options, stock awards or equity incentive plan awards held by each
      of
      our named executive officers that were outstanding as of April 30,
      2008.


**Option Awards**
              
              **Stock Awards****Name**
              
              **Number of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Options(#)**
                **Exercisable**
              
              **Number of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Options(#)**
                **Unexercisable**
              
              **Equity**
                **Incentive Plan**
                **Awards:**
                **Number of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Unearned**
                **Options (#)**
              
              **Option**
                **Exercise**
                **Price ($)**
              
              **Option**
                **Expiration**
                **Date**
              
              **Number of**
                **Shares or**
                **Units of**
                **Stock That**
                **Have Not**
                **Vested (#)**
              
              **Market**
                **Value of**
                **Shares or**
                **Units of**
                **Stock
                  That**
                **Have Not**
                **Vested**
              
              **Equity**
                **Incentive**
                **Plan**
                **Awards:**
                **Number**
                **of**
                **Unearned**
                **Shares,**
                **Units or**
                **Other**
                **Rights**
                **That Have**
                **Not**
                **Vested**
              
              **Equity**
                **Incentive Plan**
                **Awards:**
                **Market or**
                **Payout Value of**
                **Unearned**
                **Shares, Units or**
                **Other Rights**
                **That Have Not**
                **Vested**Harvey
                  Houtkin
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Mark
                  Shefts
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —




We
      have
      no outstanding options.




**DIRECTOR
      COMPENSATION**




**Stock
      Options**




Stock
      options and equity compensation awards to our directors are at the discretion
      of
      the Board. During the past three years, no options or equity awards have been
      made to our directors.




**Cash
      Compensation**




No
      cash
      compensation is paid to our directors for attending Board meetings.




**Director
      Compensation**




The
      following table shows the overall compensation earned for the 2008 fiscal year
      with respect to each director as of April 30, 2008.





**DIRECTOR COMPENSATION****Name and**
              **Principal**
              **Position**
            
            **Fees**
              **Earned**
              **or Paid**
              **in Cash**
              **($)**
            
            **Stock**
              **Awards ($)**
            
            **Option**
              **Awards ($)**
              **(1)**
            
            **Non-Equity**
              **Incentive Plan**
              **Compensation**
              **($) (2)**
            
            **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings ($)**
            
            **All Other**
              **Compensation ($)**
              **(3)**
            
            **Total ($)**Harvey
                Houtkin, Director
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Mark
                Shefts, Director
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Wanda
                Shefts, Director
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Sherry
                Houtkin, Director
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —




14







(1)
            Reflects
                dollar amount expensed by the company during applicable fiscal year
                for
                financial statement reporting purposes pursuant to FAS 123R.  FAS
                123R requires the company to determine the overall value of the options
                as
                of the date of grant based upon the Black-Scholes method of valuation,
                and
                to then expense that value over the service period over which the
                options
                become exercisable (vest).  As a general rule, for
                time-in-service-based options, the company will immediately expense
                any
                option or portion thereof which is vested upon grant, while expensing
                the
                balance on a pro rata basis over the remaining vesting term of the
                option.  For a description FAS 123 R and the assumptions used in
                determining the value of the options under the Black-Scholes model
                of
                valuation, see the notes to the financial statements included with
                this
                prospectus.




(2)
            Excludes
                awards or earnings reported in preceding
                columns.




(3)
            Includes
                all other compensation not reported in the preceding columns, including
                (i) perquisites and other personal benefits, or property, unless
                the
                aggregate amount of such compensation is less than $10,000; (ii)
                any
                “gross-ups” or other amounts reimbursed during the fiscal year for the
                payment of taxes; (iii) discounts from market price with respect
                to
                securities purchased from the company except to the extent available
                generally to all security holders or to all salaried employees; (iv)
                any
                amounts paid or accrued in connection with any termination (including
                without limitation through retirement, resignation, severance or
                constructive termination, including change of responsibilities) or
                change
                in control; (v) contributions to vested and unvested defined contribution
                plans; (vi) any insurance premiums paid by, or on behalf of, the
                company
                relating to life insurance for the benefit of the director; (vii)
                any
                consulting fees earned, or paid or payable; (viii) any annual costs
                of
                payments and promises of payments pursuant to a director legacy program
                and similar charitable awards program; and (ix) any dividends or
                other
                earnings paid on stock or option awards that are not factored into
                the
                grant date fair value required to be reported in a preceding
                column.




**Item
      11.****Security
      Ownership of Certain Beneficial Owners and Management and Related Stockholder
      Matters****.**




The
      following table sets forth information as of August 7, 2008, with respect
      to




•
            any
                person known by us to own beneficially more than 5% of our common
                stock;


•
            common
                stock beneficially owned by each of our officers and directors;
                and


•
            the
                amount of common stock beneficially owned by our officers and directors
                as
                a group.




15




**Name
                & Address of****Beneficial
                Owner**
            
            **Number
                of**
              **Shares**
              **Beneficially**
              **Owned**
            
            **Approximate**
              **Percent**
              **of Common Stock****Outstanding (1)**Estate
                of Harvey Houtkin and Sherry Houtkin(2)
                (3) (4)
            
            
            3,591,005
            
            
            50.9
            %Mark
                Shefts and Wanda Shefts (2) (5)
            
            
            3,582,088
            
            
            50.8
            %All
                directors and Executive officers as a group (4 persons)
            
            
            6,995,783
            
            
            99.2
            %







(1)
            Based
                upon 7,050,540 shares of common stock issued and outstanding as of
                August
                7,2008.




(2)
            The
                address of such person is 160 Summit Avenue, Montvale, NJ
                07645.




(3)
            Includes
                177,310 shares owned by Rushmore Financial Services, Inc. which is
                one-half owned by Harvey Houtkin and one-half owned by Mark
                Shefts.




(4)
            Includes
                3,413,695 shares owned directly by Mr. Houtkin and zero shares owned
                directly by Sherry Houtkin, his
                wife.




(5)
            Includes
                3,404,778 shares owned by Wanda Shefts and zero shares owned directly
                by
                Mark Shefts, her husband.





**Item
      12.  Certain Relationships and Related
      Transactions.**




During
      the fiscal years ended April 30, 2008 and 2007, Mr. Shefts and his affiliates
      provided bookkeeping, accounting and administrative services to us for which
      we
      paid him or his affiliates $4,000 each year.  In addition, upon the sale of
      our real estate in July 2005, the credit facility of $100,000 that we had with
      Mr. Shefts was terminated.




16




**Item
      13.****Exhibits.**


3.a.
              Our
                  Articles of Incorporation (1)3.b.
              Our
                  By-Laws (2)31
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from
                  the
                  Company’s Acting Chief Executive Officer and Chief Financial Officer
                  (3)32
              Certification
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from
                  the
                  Company’s Acting Chief Executive Officer and Chief Financial Officer
                  (3)







(1)
            Previously
                filed as an exhibit to the Company’s Registration Statement on Form 10-SB
                (SEC File No. 0-30432) filed on or about July 30, 1999, and incorporated
                herein by this reference.




(2)
            Previously
                filed as an exhibit to Amendment No. 1 to the Company’s Registration
                Statement on Form 10-SB (SEC File No. 01-15207) filed on or about
                August
                2, 1999, and incorporated herein by this
                reference.





(3)
            Filed
                herewith.




Statements
      contained in this Form 10-KSB as to the contents of any agreement or other
      document referred to are not complete, and where such agreement or other
      document is an exhibit to this Report or is included in any forms indicated
      above, each such statement is deemed to be qualified and amplified in all
      respects by such provisions.




**Item
      14.****Principal
      Accountant Fees And Services.**





Prior
      Independent Auditor




Wolinetz,
      Lafazan & Company, P.C. (“WL”), Certified Public Accountants, is the
      independent registered public accounting firm that audited our financial
      statements for the fiscal years ended April 30, 2007 and 2006. WL has performed
      the following services and has been paid the following fees for these fiscal
      years.




Audit
      Fees




WL
      billed
      $5,800 and $8,500 for its audit of our financial statements for the fiscal
      year
      ended April 30, 2007 and for the review of the financial statements included
      in
      our filing of our quarterly reports on form 10-QSB during the fiscal years
      ended
      April 30, 2008 and 2007, respectively.




17




Audit-Related
      Fees




WL
      was
      not paid any additional fees for the fiscal years ended April 30, 2008 and
      2007
      for assurance and related services reasonably related to the performance of
      the
      audit or review of our financial statements.




Tax
      Fees




WL
      billed
      $1,000 for each of the fiscal years ended April 30, 2008 and 2007 for
      professional services rendered for tax compliance, tax advice and tax planning.




All
      Other
      Fees




WL
      was
      paid no other fees for professional services during the fiscal years ended
      April
      30, 2008 and 2007.




Audit
      Committee Pre-Approval Policies




The
      Board
      of Directors, which performs the equivalent functions of an audit committee,
      currently does not have any pre-approval policies or procedures concerning
      services performed by its auditors. All the services performed by the Company’s
      auditors that are described above were pre-approved by the Board of Directors.
      Less than 50% of the hours expended on WL’s engagement to audit our financial
      statements for the fiscal years ended April 30, 2007 and 2006 were attributed
      to
      work performed by persons other than WL’s full-time, permanent
      employees.




New
      Independent Auditor





On
      July
      9, 2008, the board of directors approved and engaged Rosenberg, Rich, Baker,
      Berman & Company (RRBB) as our independent registered public accounting firm
      for the audit of our financial statements for the fiscal year ended April 30,
      2008.  During the year ended April 30, 2008, RRBB did not bill the company
      for any services relating to the audit of our financial statements or for any
      other services.




18




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, the registrant has duly caused this report to be signed on its behalf
      by the undersigned, thereunto duly authorized.




ARBOR
                ENTECH CORPORATIONBy:
            /s/
                Mark SheftsMark
                SheftsActing
                Chief Executive OfficerDated:
                August 12, 2008




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.




**SIGNATURES**
            
            **TITLE**
            
            **DATE**s/
                Mark Shefts
            
            
            Acting
                Chief Executive Officer, Secretary/Treasurer,
            
            August
                12, 2008Mark
                Shefts
            
            Principal
                FinancialAnd
                Accounting OfficerAnd
                Directors/
                Wanda Shefts
            
            
            Exec.
                V. Pres., Director
            
            August
                12, 2008Wanda
                Sheftss/ Sherry Houtkin
            
            
            Director
            
            August
                12, 2008Sherry
                Houtkin




19




SUPPLEMENTAL
      INFORMATION




Supplemental
      Information to be Furnished With Reports Filed Pursuant to Section 15(d) of
      the Act by Registrants Which Have Not Registered Securities Pursuant to
      Section 12 of the Act.




NOT
      APPLICABLE.




20