**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedJuly
                31, 2007[
                ]
            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.)




50
                West Liberty St, Suite 880, Reno, Nevada 89501(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 [ ] Yes
      [X] No





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 June 30,
      2006.





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]




Table
          of Contents


TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis or Plan of
                Operation
            4Item
                3.
            Controls
                and Procedures
            9PART
                II - OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            10Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            10Item
                3.
            Defaults
                Upon Senior Securities
            10Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            10Item
                5.
            Other
                Information
            10Item
                6.
            Exhibits
            10


2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**





**Item1.**  **Financial
      Statements**





Our
                unaudited financial statements included in this Form 10-QSB are as
                follows:F-1
            Balance
                Sheet as of July 31, 2007;F-2
            Statements
                of Operations for the three months ended July 31, 2007and period from inception (March 27, 2007) through July 31, 2007;F-3
            Statement
                of Stockholders’ Equity from inception (March 27,
                2007) through July 31, 2007;F-4
            Statements
                of Cash Flows for the three months ended July 31,
                2007 and period from inception (March 27, 2007) through July 31,
                2007;F-5
            Notes
                to 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-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended July 31, 2007
      are
      not necessarily indicative of the results that can be expected for the full
      year.


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          of Contents


**VORTECELECTRONICS,
        INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **BALANCE
        SHEET**
 **As
        of July 31, 2007**
 
 ASSETSCurrent
                  AssetsCash
                  and equivalents
              $
              -0-Prepaid
                  expenses
              
              2,000TOTAL
                  ASSETS
              $
              2,000LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCurrent
                  Liabilities
              $
              -0-Stockholders’
                  EquityCommon
                  Stock, $.001 par value, 100,000,000 shares authorized, 2,150,000
                  shares
                  issued and outstanding
              
              2,150Additional
                  paid-in capital
              
              40,850Deficit
                  accumulated during the development stage
              
              (41,000)Total
                  stockholders’ equity
              
              2,000TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY
              $
              2,000
  *See
        accompanying notes to financial statements.*
 F-1
 Table
            of Contents
 **VORTECELECTRONICS,
        INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF OPERATIONS**
 **Three
        Months Ended July 31, 2007 and the**
 **Period
        from March 27, 2007 (Inception) to July 31, 2007**
 
 **Three
                        Months****Ended**
                      **July
                        31,
                        2007**
              
              **Period
                          from**
                        **March
                          27, 2007**
                        **(Inception)
                          to**
                        **July
                          31,
                          2007**Revenues
              $
              -0-
              
              $
              -0-Expenses
                  :Professional
                  fees
              
              36,495
              
              
              41,000Net
                  Loss
              $
              (36,495)
              
              $
              (41,000)Net
                  loss per share:Basic
                  and diluted
              $
              0.02
              
              $
              0.02Weighted
                  average shares outstanding:Basic
                  and diluted
              
              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’ EQUITY**
 **Period
        from March 27, 2007(Inception) to July 31, 2007**
 Common
                    stock
                
                Additional
                  paid-in
                  capital
                
                Deficit
                    accumulated during the development stage
                
                TotalShares
                
                AmountIssuance
                    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
                
                -
                
                
                -
                
                
                -
                
                
                (36,495)
                
                
                (36,495)Balance,
                    July 31, 2007
                
                2,150,000
                
                $
                2,150
                
                $
                40,850
                
                $
                (41,000)
                
                $
                2,000
 
 *See
        accompanying notes to financial statements.*
 F-3
 Table
            of Contents
 **VORTECELECTRONICS,
        INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF CASH FLOWS**
 **Three
        Months Ended July 31, 2007 and the**
 **Period
        from March 27, 2007(Inception) to July 31, 2007**
 
 **Three
                          Months Ended**
                        **July 31,
                          2007**
              
              **Period
                          From**
                        **March 27,
                          2007**
                        **(Inception)
                          to**
                        **July 31,
                          2007**CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              $
              (36,495)
              
              $
              (41,000)Change
                in non-cash
                working capital itemsPrepaid
                  expenses
              
              2,000
              
              
              (2,000)Accrued
                  expenses
              
              (505)
              
              
              -0-CASH
                  FLOWS USED BY OPERATING ACTIVITIES
              
              (35,000)
              
              
              (43,000)CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from sales of common stock
              
              -0-
              
              
              43,000NET
                  INCREASE IN CASH
              
              -0-
              
              
              -0-Cash,
                  beginning of period
              
              35,000
              
              
              -0-Cash,
                  end of period
              $
              -0-
              
              $
              -0-SUPPLEMENTAL
                  CASH FLOW
                INFORMATIONInterest
                  paid
              $
              -0-
              
              $
              -0-Income
                  taxes paid
              $
              -0-
              
              $
              -0-
 
 *See
        accompanying notes to financial statements.*
 F-4
 Table
            of Contents
 **VORTECELECTRONICS,
        INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO THE FINANCIAL STATEMENTS**
 **July
        31, 2007**
 
 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.
 
 Cash
        and
        Cash Equivalents
 
 Vortec
        considers all highly liquid investments with maturities of three months or
        less
        to be cash equivalents. At July 31, 2007 the Company had $-0- of unrestricted
        cash that was being held in an escrow account by its outside attorneys, to
        be
        used for future business operations.
 
 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.
 
 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.
 
 F-5
 Table
            of Contents
 **VORTEC
        ELECTRONICS, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO THE FINANCIAL STATEMENTS**
 **July
        31, 2007**
 
 NOTE
        1 -
        SUMMARY OF ACCOUNTING POLICIES (continued)
 
 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 -
        PREPAID EXPENSES
 
 Prepaid
        expenses at July 31, 2007 consisted of an advance retainer paid to the firms
        outside independent auditors for services to be rendered for periods subsequent
        to July 31, 2007.
 
 NOTE
        3 -
        INCOME TAXES
 
 For
        the
        period ended July 31, 2007, 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 $41,000 at July 31, 2007, and will expire in the year
        2027.
 
 F-6
 Table
            of Contents
 **VORTEC
        ELECTRONICS, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO THE FINANCIAL STATEMENTS**
 **July
        31, 2007**
 
 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:
  2007Deferred
                  tax asset attributable to:Net
                  operating loss carryover
              $
              13,900Valuation
                  allowance
              
              (13,900)Net
                  deferred tax asset
              $
              -
 
 NOTE
        4 -
        LIQUIDITY AND GOING CONCERN
  Vortec
        has limited 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
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          of Contents




**Item2.     Management’s
      Discussion and
      Analysis or Plan of Operation**





**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.





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.


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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


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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.





***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.


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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 months ended July 31, 2007 and Period from Inception
      (March 27, 2007) to July 31, 2007**





We
      generated no revenue for the three months ended July 31, 2007. 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
      for
      the period were $36,495, consisting entirely of professional fees relating
      to
      the organization of our company and our offering. Thus, we had a Net Loss of
      $36,495 for the three months ended July 31, 2007.





We
      anticipate our operating expenses will increase as we implement our business
      plan. The increase will be attributable to expenses to implement our business
      plan, and the professional fees to be incurred in connection with the filing
      of
      a registration statement with the Securities Exchange Commission under the
      Securities Act of 1933. We anticipate our ongoing operating expenses will also
      increase once we become a reporting company under the Securities Exchange Act
      of
      1934.




**Liquidity
      and Capital Resources**





As
      of
      July 31, 2007, we had total current assets of $2,000, consisting of prepaid
      expenses. Our total current liabilities as of July 31, 2007 were $0. Thus,
      we
      have working capital of $2,000 as of July 31, 2007.





Operating
      activities used $35,000 in cash for the three months ended July 31, 2007. Our
      net loss of $36,495 was the primary negative component of our operating cash
      flow. We did not have any cash flows provided by financing activities during
      the
      three months ended July 31, 2007.





As
      of
      July 31, 2007, we have insufficient cash to operate our business at the current
      level for the next twelve months or 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


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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
      July 31, 2007, there were no off balance sheet arrangements.





**Going
      Concern**




We
      have
      limited working capital and have not yet received revenues from sales of
      products or services. These factors have caused our accountants to express
      substantial doubt about our ability 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.


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  **Item3.     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 July 31, 2007. This evaluation was carried out
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, Ms. Melissa Lopez. Based upon that evaluation,
      our
      Chief Executive Officer and Chief Financial Officer concluded that, as of July
      31, 2007, our disclosure controls and procedures are effective. There have
      been
      no changes in our internal controls over financial reporting during the quarter
      ended July 31, 2007.





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.


9
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          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.





**Item2.     Unregistered
      Sales of Equity
      Securities and Use of Proceeds**





On
      June
      29, 2007, the registration statement filed on Form SB-2 (Commission file number
      333-143975) was declared effective by the SEC. This offering has commenced
      and
      is ongoing. This registration statement registered 975,000 shares of Common
      Stock on behalf of certain selling shareholders of the company. We will not
      receive any proceeds from this offering and have not made any arrangements
      for
      the sale of these securities.





**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 July
      31,
      2007.





**Item5.     Other
      Information**





None





**Item6.      Exhibits**





**Exhibit****Number**
            **Description
                of Exhibit**31.1
            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


10
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          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:
            September
                13, 2007By:       /s/
                Melissa Lopez
              Melissa
                Lopez
              Title:**Chief
                Executive Officer and
                Director**