UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





[X]
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended October 31,
      2008[  ]
            Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period __________ to__________Commission
      File Number:  333-143975





Vortec Electronics,
Inc.


(Exact
name of small business issuer as specified in its charter)





Nevada
            N/A(State
      or other jurisdiction of incorporation or
    organization)
            (IRS
      Employer Identification No.)





No.
      16D, Jalan 6/5 Taman Komersial
              Pandan Indah,
      Malaysia(Address
      of principal executive offices)





778-991-7278(Issuer’s
      telephone number)_______________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)


Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X]
Yes    [ ] No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.





[ ]
      Large accelerated filer Accelerated filer
            [ ]
      Non-accelerated filer[X]
      Smaller reporting company





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [X] Yes   [ ] No





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 2,150,000 common shares as of October 31,
2008.




Table of Contents





TABLE OF
      CONTENTS
            PagePART I – FINANCIAL
      INFORMATIONItem 1:
            Financial Statements
            3Item 2:
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            4Item 3:
            Quantitative and Qualitative Disclosures About Market
      Risk
            8Item 4T:
            Controls and Procedures
            8PART II – OTHER
      INFORMATIONItem 1:
            Legal Proceedings
            9Item 1A:
            Risk Factors
            9Item 2:
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            9Item 3:
            Defaults Upon Senior Securities
            9Item 4:
            Submission of Matters to a Vote of Security
      Holders
            9Item 5:
            Other Information
            9Item 6:
            Exhibits
            9


2
 Table of Contents


PART
I - FINANCIAL INFORMATION





Item1.    Financial Statements





Our
      unaudited financial statements included in this Form 10-Q are as
      follows:F-1
            Balance Sheet as of October 31, 2008 (unaudited) and April 30,
      2008 (audited);F-2
            Statements of Operations for the three and six months ended
      October 31, 2008 and 2007 and period from March 27, 2007 (Inception) to
      October 31, 2008 (unaudited);F-3
            Statement of Stockholders’ Deficit for period from March 27,
      2007 (Inception) to October 31, 2008 (unaudited);F-4
            Statements of Cash Flows for the six months ended October 31,
      2008 and 2007 and period from March 27, 2007 (Inception) to October 31,
      2008 (unaudited);F-5
            Notes to Unaudited Financial
  Statements;








These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q.  In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included.  Operating results for the interim
period ended October 31, 2008 are not necessarily indicative of the results that
can be expected for the full year.


3
 Table of Contents


VORTECELECTRONICS, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS


As
of October 31, 2008 and April 30, 2008





ASSETSOctober
      31, 2008
              (unaudited)
            
            April
      30, 2008 (audited)Current
      AssetsCash
      and equivalents
            $
            -0-
            
            $
            -0-Prepaid
      expenses
            
            -0-
            
            
            -0-TOTAL
      ASSETS
            $
            -0-
            
            $
            -0-LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      Liabilities
            $
            16,523
            
            $
            13,023Stockholders’
      DeficitCommon
      Stock, $.001 par value, 100,000,000 shares authorized, 2,150,000
      shares issued and outstanding
            
            2,150
            
            
            2,150Additional
      paid-in capital
            
            40,850
            
            
            40,850Deficit
      accumulated during the development stage
            
            (59,523)
            
            
            (56,023)Total
      stockholders’ deficit
            
            (16,523)
            
            
            (13,023)TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
            $
            -0-
            
            $
            -0-





See
accompanying notes to financial statements.


F-1
 Table of Contents


VORTECELECTRONICS, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS (unaudited)


Three
Months and Six Months Ended October 31, 2008 and 2007


Period
from March 27, 2007 (Inception) to October 31, 2008





Three
      Months Ended
                    October 31, 2008
            
            Three
      Months Ended
                    October 31, 2007
            
            Six
      Months Ended
                    October 31, 2008
            
            Six
      Months Ended
                    October 31, 2007
            
            Period
      from
                      March 27, 2007
                      (Inception) to
                      October 31, 2008Revenues
            $
            -0-
            
            $
            -0-
            
            $
            -0-
            
            $
            -0-
            
            $
            -0-Expenses
      :Professional
      fees
            
            1,500
            
            
            2,000
            
            
            3,500
            
            
            38,495
            
            
            59,523Net
      Loss
            $
            (1,500)
            
            $
            (2,000)
            
            $
            (3,500)
            
            $
            (38,495)
            
            $
            (59,523)Net
      loss per share:
              Basic
      and diluted
            $
            (0.00)
            
            $
            (0.00)
            
            $
            (0.00)
            
            $
            (0.02)
            
            $
            (0.02)Weighted
      average shares outstanding:
              Basic
      and diluted
            
            2,150,000
            
            
            2,150,000
            
            
            2,150,000
            
            
            2,150,000
            
            
            2,150,000





See accompanying notes to financial
statements.


F-2
 Table of Contents


VORTECELECTRONICS, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF STOCKHOLDERS’ DEFICIT (unaudited)


Period
from March 27, 2007 (Inception) to October 31, 2008





Common
      stock
            
            Additional
              paid-in
            
            Deficit
              accumulated
              during
      the
              developmentShares
            
            Amount
            
            capital
            
            stage
            
            TotalIssuance
      of common stockfor
      cash @$.001
            
            2,150,000
            
            $
            2,150
            
            $
            40,850
            
            $
            -
            
            $
            43,000Net
      loss for the period
            
            -
            
            
            -
            
            
            -
            
            
            (4,505)
            
            
            (4,505)Balance,
      April 30, 2007
            
            2,150,000
            
            
            2,150
            
            
            40,850
            
            
            (4,505)
            
            
            38,495Net
      loss for the period
            
            -
            
            
            -
            
            
            -
            
            
            (51,518)
            
            
            (51,518)Balance,
      April 30, 2008
            
            2,150,000
            
            
            2,150
            
            
            40,850
            
            
            (56,023)
            
            
            (13,023)Net
      loss for the period
            
            -
            
            
            -
            
            
            -
            
            
            (3,500)
            
            
            (3,500)Balance,
      October 31, 2008
            
            2,150,000
            
            $
            2,150
            
            $
            40,850
            
            $
            (59,523)
            
            $
            (16,523)





See
accompanying notes to financial statements.


F-3
 Table of Contents


VORTECELECTRONICS, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS (unaudited)


Six
Months Ended October 31, 2008 and 2007


Period
from March 27, 2007 (Inception) to October 31, 2008





Six
      Month Ended
                      October 31, 2008
            
            Six
      Months Ended
                      October 31, 2007
            
            Period
      From
                      March 27, 2007
                      (Inception) to
                      October 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            $
            (3,500)
            
            $
            (38,495)
            
            $
            (59,523)Change
      in non-cash working capital items
              Prepaid
      expenses
            
            -0-
            
            
            4,000
            
            
            -0-Accrued
      expenses
            
            3,500
            
            
            (505)
            
            
            16,523CASH
      FLOWS USED BY OPERATING ACTIVITIES
            
            -0-
            
            
            (35,000)
            
            
            (43,000)CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sales of common stock
            
            -0-
            
            
            -0-
            
            
            43,000NET
      DECREASE IN CASH
            
            -0-
            
            
            -0-
            
            
            (43,000)Cash,
      beginning of period
            
            -0-
            
            
            35,000
            
            
            -0-Cash,
      end of period
            $
            -0-
            
            $
            -0-
            
            $
            -0-SUPPLEMENTAL
      CASH FLOWINFORMATIONInterest
      paid
            $
            -0-
            
            $
            -0-
            
            $
            -0-Income
      taxes paid
            $
            -0-
            
            $
            -0-
            
            $
            -0-





See
accompanying notes to financial statements.


F-4
 Table of Contents


VORTECELECTRONICS, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


October
31, 2008





NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES





Nature of
Business





Vortec
Electronics, Inc. (“Vortec”) is a development stage company and was incorporated
in Nevada on March 27, 2007.  The Company is developing an automatic
fried rice cooker.  Vortec operates out of office space owned by a
director and stockholder of the Company.  The facilities are provided
at no charge.  There can be no assurances that the facilities will
continue to be provided at no charge in the future.





Development
Stage Company





The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”.  A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.





Basis of
Presentation





Certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. We believe that the disclosures are adequate to
make the financial information presented not misleading. These condensed
financial statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto for the year ended April 30, 2008.
All adjustments were of a normal recurring nature unless otherwise disclosed. In
the opinion of management, all adjustments necessary for a fair statement of the
results of operations for the interim period have been included. The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.





Cash and
Cash Equivalents





Vortec
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At October 31, 2008 the Company had $-0- of
cash.





Fair
Value of Financial Instruments





Vortec’s
financial instruments consist of cash and cash equivalents. The carrying amount
of these financial instruments approximates fair value due either to length of
maturity or interest rates that approximate prevailing market rates unless
otherwise disclosed in these financial statements.




F-5
 Table of Contents


VORTEC
ELECTRONICS, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


October
31, 2008





NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES (continued)





Income
Taxes





Income
taxes are computed using the asset and liability method.  Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.  A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.





Use of
Estimates





The
preparation of financial statements in conformity with 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 the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





Basic
loss per share





Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.





Recent
Accounting Pronouncements





Vortec
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.





NOTE 2 –
ACCRUED EXPENSES





Accrued
expenses at October 31, 2008 consisted of amounts owed to the Company’s outside
independent auditors and attorneys for services rendered for periods ended
October 31, 2008.





NOTE 3 –
INCOME TAXES





For the
period ended October 31, 2008, Vortec has incurred net losses and, therefore,
has no tax liability.  The net deferred tax asset generated by the
loss carry-forward has been fully reserved.  The cumulative net
operating loss carry-forward is approximately $59,000 at October 31, 2008, and
will begin to expire in the year 2027.




F-6
 Table of Contents


VORTEC
ELECTRONICS, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


October
31, 2008





NOTE 3 –
INCOME TAXES (continued)





The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:




2008Deferred
      tax asset attributable to:Net
      operating loss carryover
            $
            20,220Valuation
      allowance
            
            (20,220)Net
      deferred tax asset
            $
            -





NOTE 4 –
LIQUIDITY AND GOING CONCERN




Vortec
has incurred losses since inception, has negative working capital, and has not
yet received revenues from sales of products or services.  These
factors create substantial doubt about the Company’s ability to continue as a
going concern.  The financial statements do not include any adjustment
that might be necessary if the Company is unable to continue as a going
concern.




The
ability of Vortec to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.




F-7
 Table of Contents




Item2.     Management’s Discussion and
Analysis of Financial Condition and Results of Operations





Forward-Looking
Statements





Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934.   These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions.  We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions.  Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain.  Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements.  We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.  Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.





Company
Overview





We are
engaged in the business of designing, developing, manufacturing, and selling a
fully automated frying wok, which will be used as an automatic fried rice cooker
(the “Product”) specifically for commercial applications. We are currently
testing and refining the prototype Product, which we have built in our facility
in Shanghai, China. When we are satisfied that our Product provides the
highest-quality of fried rice possible for the consumer, we will begin the
manufacture and distribution of the Product to restaurants, dining halls, and
grocery stores throughout mainland China.





Because
fried rice is such a staple of the Chinese diet, significant amounts of manpower
are used in the preparation of this dish for millions of factory workers, as
well as other urban dwellers, each day. We believe our Product will
significantly reduce the amount of labor required to feed those in China and
other countries that utilize fried rice to a substantial degree.




4
 Table of Contents





The most
immediate application is in the feeding of China’s factory employees. For most,
going home or eating out for lunch is impractical. Thus, most factories have
cafeteria-style dining halls where they feed hundreds or thousands of employees,
cooking hundreds of pounds of fried rice each day.





Restaurants
and grocery stores similarly make enormous amounts of fried rice each day to
feed those who work in the city in a factory or office that does not have a
dining hall. Fried rice made in these bulk quantities is generally cooked in an
extra-large (larger than one meter in diameter), iron wok, heated by charcoal or
heating oil. Because these materials don’t burn 100%, some of the by-products of
combustion float into the air and then drop on the food. Also, it is difficult
to control the temperature of the wok, and cooks generally use their hands to
stir the food, so the food is often not cooked evenly and issues of hygiene
abound. Our Product, the Automatic Wok or Automated Fried Rice Cooker, addresses
all of these concerns associated with cooking large quantities of fried rice in
traditional woks.





Our
Product consists of a large (2 meter diameter) stainless steel pot on a thermal
transfer surface sitting atop electric heating unit coils. A control panel
allows the user to control the temperature of the surface, adjust the speed of
the stirrer, and time the entire process. The motor atop the unit rotates the
drive shaft and ultimately the stirrer, which is uniquely shaped to ensure that
the rice is cooked evenly and completely, even with the large batch sizes for
which our Product was designed. The framework of the Product supports the top of
the unit, along with the control panel and motor. This leaves 360 degree access
to the unit and the rice, which is being cooked inside. The entire unit is set
atop four wheels, which allow cooks to pull the Product out for use and move it
easily to a corner for storage when not in use.





To use
our Product, a cook would heat the steel pot to cooking temperature and add
approximately 500 ml of peanut oil - enough to coat the bottom of the pot. He
would add up to 100 lbs of cooked rice and a commensurate amount of other
ingredients (green onions, carrots, eggs, shrimp, beef, chicken, peas, bean
sprouts, celery, tofu, etc.), depending upon the cook’s recipe. Then he need
only wait until the unit’s timer sounds, notifying him that the dish is ready
and that the heat has been automatically reduced from a frying temperature to a
maintenance temperature. Servers can then portion out servings for up to 250
diners before repeating the process.





Concerns
of hygiene are addressed as the unit’s stirrer mixes the dish, rather than the
cook’s hand. The design of the stirrer ensures that ingredients are mixed
properly and all come into contact with the heated, oil-covered surface equally.
The powerful electric coils keep the surface of the pot at a high, constant
temperature, eliminating the problem of hot and cold spots on the surface and in
the rice. Finally, because the pot is heated by electric coils, there are no
by-products of combustion floating above and into the final product, which could
affect the taste and safety of the final fried rice dish.





Plan
of Operation in the Next Twelve Months





Product
Development





We intend
to continue to refine our prototype over the coming months at our facility in
Shanghai. While we feel our Product in its current form could compete
effectively in the marketplace, we plan to improve the design to increase its
efficiency and effectiveness, and, therefore, its attractiveness to cooks,
dining hall managers, restaurant managers, and others, including consumers of
fried rice. We expect to incur roughly $10,000 on our Research and Development
in the next twelve months.




5
 Table of Contents





Locate
Suitable Manufacturing





We do not
currently have any manufacturing facilities. Our directors have contacted
several general manufacturers in and around Shanghai, China, and have begun
negotiations for the manufacture of our Product on a contract basis. We are
currently negotiating price, payment, customer guarantee, shipping, inventory,
delivery schedule and returns. Production of our Product doesn’t require any
facilities or equipment beyond what is available at any general manufacturing
facility. We plan to contract with one or more general manufacturing facilities
to manufacture our product by following our instructions. We do not anticipate
renting a warehouse at this stage of our business. The manufacturer we select to
work with us will provide packaging, storage, and shipping services for us as
part of our agreement.





Sales
and Distribution Strategy





Our goal
is for our Automatic Wok to become a leading product in the Chinese marketplace.
In order to achieve our goal, we intend to increase awareness of our product
with potential customers.





We
anticipate that these customers will include dining halls, restaurants,
electronics wholesalers and retailers, and grocery stores. We expect to spend
roughly $4,000 in travel expenses and $10,000 in other marketing costs related
to these efforts. We intend to reach our potential customers by engaging in the
following:





§
            Attending
      national and regional electronics sales and promotional events and
      conferences. We plan to attend a number of events attended by electronics
      merchants in order to further expose our product. These events will
      include electronics merchandise trade meetings and promotional events that
      are attended by electronics related wholesalers and retailers and related
      seminars and conferences.





§
            Developing
      direct marketing programs to attract retailers. In addition to attending
      the foregoing conferences and seminars, we intend to market directly to
      factories with dining halls, large restaurants, and grocery stores. Our
      marketing will include conducting seminars and the use of online and
      traditional advertising media such as newspapers and trade
      publications.





§
            Promoting
      to the public through Internet-based and traditional media advertising. We
      intend to use Internet-based and traditional media to promote our product
      directly to the public to raise public awareness of our product. Our
      intent is to have end consumers pull our product through the distribution
      line by demanding that the kitchens providing their fried rice adopt our
      efficient, economical technology.





We intend
to spend approximately $2,000 on counsel and filings fees in the next twelve
months on intellectual property protection regarding the design of our
Product.




6
 Table of Contents





In the
short term, we intend to use the services of our management to sell our
products. As our product approaches the manufacturing stage, however, we plan to
employ up to thirty salesmen in Shanghai, China to promote and sell our product
to wholesalers, retailers, dining hall managers, restaurant managers, and
grocery store managers. These sales representatives will be responsible for
soliciting, selecting and securing accounts within a particular regional
territory. We expect to pay such sales representatives on a commission basis. In
addition, we may decide to pay each sales representative a base salary. We
expect to provide service and support to our sales representatives, including
advertising and sales materials. In the event we hire sales personnel, we do not
intend to do so in the next twelve months unless our revenues are enough to
absorb the cost of these personnel.





We do not
intend to purchase any significant equipment for the next twelve
months.





Results
of Operations for the Three and Six Months Ended October 31, 2008 and 2007 and
Period from March 27, 2007 (Date of Inception) until October 31,
2008





We
generated no revenue for the period from March 27, 2007 (Date of Inception)
until October 31, 2008. We are a development stage company and do not anticipate
earnings revenues until we are able to manufacture, distribute and sell our
Product.





Our
operating expenses during the three months ended October 31, 2008 were $1,500,
compared with $2,000 for the same period ended October 31, 2007.  Our
operating expenses during the six months ended October 31, 2008 were $3,500,
compared with $38,495 for the same period ended October 31, 2007.  We
spent considerably more in professional fees for the six months ended October
31, 2007 as a result of filing a registration statement with the Securities and
Exchange Commission during that period. Our operating expenses from March 27,
2007 (Date of Inception) to October 31, 2008 were $59,523.





We,
therefore, recorded a net loss of $1,500 for the three months ended October 31,
2008, compared with a net loss of $2,000 for the three months ended October 31,
2007. We recorded a net loss of $3,500 for the three months ended October 31,
2008, compared with a net loss of $38,495 for the three months ended October 31,
2007, and $59,523 for the period from March 27, 2007 (Date of Inception) until
October 31, 2008.





We
anticipate our operating expenses will increase as we undertake our plan of
operations. The increase will be attributable to the continued development of
our Product and the professional fees associated with our becoming a reporting
company under the Securities Exchange Act of 1934.





Liquidity
and Capital Resources





As of
October 31, 2008, we had total current assets of $0.  We had $16,523
in current liabilities as of October 31, 2008. Thus, we had a working capital
deficit of $16,523 as of October 31, 2008.




7
 Table of Contents





Operating
activities used $43,000 in cash for the period from March 27, 2007 (Date of
Inception) until October 31, 2008. Our net loss of $59,523 offset by accrued
expenses of $16,523 was the sole basis of our negative operating cash flow.
Financing Activities during the period from March 27, 2007 (Date of Inception)
until October 31, 2008 generated $43,000 in cash during the period.





As of
October 31, 2008, we have insufficient cash to operate our business at the
current level for the next twelve months and insufficient cash to achieve our
business goals. The success of our business plan beyond the next 12 months is
contingent upon us obtaining additional financing. We intend to fund operations
through debt and/or equity financing arrangements, which may be insufficient to
fund our capital expenditures, working capital, or other cash requirements. We
do not have any formal commitments or arrangements for the sales of stock or the
advancement or loan of funds at this time. There can be no assurance that such
additional financing will be available to us on acceptable terms, or at
all.





Off
Balance Sheet Arrangements





As of
October 31, 2008, there were no off balance sheet arrangements.





Going
Concern




We have
incurred operating losses since inception, have negative working capital, and
have not yet received revenues from sales of products. These factors have caused
our accountants to express substantial doubt about our ability to continue as a
going concern.  The financial statements do not include any adjustment that
might be necessary if we are unable to continue as a going concern.





Our
ability to continue as a going concern is dependent on our generating cash from
the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations. Management’s plans include selling our equity
securities and obtaining debt financing to fund our capital requirement and
ongoing operations; however, there can be no assurance we will be successful in
these efforts.





Item3.     Quantitative and Qualitative
Disclosures About Market Risk





A smaller
reporting company is not required to provide the information required by this
Item.





Item4T.     Controls and
Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of October 31, 2008.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Melissa
Lopez.  Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that, as of October 31, 2008, our disclosure
controls and procedures are effective.  There have been no changes in
our internal controls over financial reporting during the quarter ended October
31, 2008.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.





Limitations on the
Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level.  Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.




8
 Table of Contents





PART
II – OTHER INFORMATION





Item1.     Legal Proceedings





We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.





Item1A:  Risk Factors





A smaller
reporting company is not required to provide the information required by this
Item.





Item2.     Unregistered Sales of Equity
Securities and Use of Proceeds





None





Item3.     Defaults upon Senior
Securities





None





Item4.     Submission of Matters to a Vote
of Security Holders





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended October
31, 2008.





Item5.     Other Information





None





Item6.      Exhibits





ExhibitNumber
            Description
      of Exhibit31.1
            Certification of Chief Executive Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification of Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            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





9
 Table of Contents





SIGNATURES





In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





Vortec
      Electronics, Inc.Date:
            December
      12, 2008By:       /s/ Melissa
      Lopez
              Melissa
      Lopez
              Title:Chief
      Executive Officer and
Director