SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549







FORM
10-Q







Quarterly
Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of
1934





For The Quarterly Period Ended
October 31,
2008





Commission File Number: 000-30432




ARBOR ENTECH
CORPORATION





(Exact
name of registrant as specified in its charter)




Delaware
              22-2335094(State
      of jurisdiction of Incorporation)
              (I.R.S.
      Employer Identification No.)





PO
Box 656


Tuxedo
Park, NY 10987


(Address
of principal executive offices)





(201)
782-9237


(Registrant's
telephone number)





Not
Applicable


(Former
name, address and fiscal year, if changed since last report)







Indicate
by check mark whether the registrant (1) has 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 registrant 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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer  ̈
                    Accelerated
      filer  ̈




Non-accelerated filer
       ̈
      (Do
      not check if a smaller reporting company)
                    Smaller
      reporting company 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
 ̈





As of
October 31, 2008, the registrant had a total of 7,050,540 shares of Common Stock
outstanding.








ARBOR
ENTECH CORPORATION





Form
10-Q Quarterly Report


Table
Of Contents





PagePART
      I. FINANCIAL INFORMATIONItem
      1.
                        Financial
      StatementsCondensed
      Balance Sheet as of October 31, 2008 (unaudited) and April 30,
      2008
                        3Condensed
      Statements of Operations for the Three Months and SixMonths
      Ended October 31, 2008 and October 31, 2007 (unaudited)
                        4Condensed
      Statements of Cash Flows for the Six Months EndedOctober
      31, 2008 and October 31, 2007 (unaudited)
                        5Notes
      to Condensed Financial Statements (unaudited)
                        6Item
      2.
                        Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                        7Item
      3.
                        Quantitative
      and Qualitative Disclosures about Market Risk
                        9Item
      4.
                        Controls
      and Procedures
                        9PART
      II. OTHER INFORMATIONItem
      1.
                        Legal
      Proceedings
                        10Item
      2.
                        Changes
      in Securities
                        10Item
      3.
                        Defaults
      Upon Senior Securities
                        10Item
      4.
                        Submissions
      of Matters to a Vote of Security Holders
                        10Item
      5.
                        Other
      Information
                        10Item
      6.
                        Exhibits
                        11




2





PART
I. FINANCIAL INFORMATION




ARBOR
ENTECH CORPORATION





CONDENSED BALANCE
SHEET





October 31, 2008
                  
                  
                  April 30, 2008(Unaudited)ASSETSCurrent
      Assets:Cash
      and Cash Equivalents
                  
                  $
                  431,722
                  
                  
                  $
                  440,420Total
      Current Assets
                  
                  
                  431,722
                  
                  
                  
                  440,420Total
      Assets
                  
                  $
                  431,722
                  
                  
                  $
                  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
                  
                  
                  7,050
                  
                  
                  
                  7,050Additional
      Paid-In Capital
                  
                  
                  2,365,441
                  
                  
                  
                  2,365,441Retained
      Earnings (Deficit)
                  
                  
                  (1,940,769
                  )
                  
                  
                  (1,933,071
                  )Total
      Stockholders’ Equity
                  
                  
                  431,722
                  
                  
                  
                  439,420Total
      Liabilities and Stockholders’ Equity
                  
                  $
                  431,722
                  
                  
                  $
                  440,420





The
accompanying notes are an integral part of the financial
statements.


3






ARBOR
ENTECH CORPORATION




CONDENSED STATEMENT OF
OPERATIONS


(Unaudited)





Three Months Ended
                    
                    
                    Six Months EndedOctober 31,
                    
                    
                    October 31,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Net Sales
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Costs
      and Expenses:Selling,
      General and Administrative Expenses
                    
                    
                    3,734
                    
                    
                    
                    3,880
                    
                    
                    
                    14,320
                    
                    
                    
                    5,6083,734
                    
                    
                    
                    3,880
                    
                    
                    
                    14,320
                    
                    
                    
                    5,608Loss
      from Operations
                    
                    
                    (3,734
                    )
                    
                    
                    (3,880
                    )
                    
                    
                    (14,320
                    )
                    
                    
                    (5,608
                    )Other
      Income:Interest
                    
                    
                    3,292
                    
                    
                    
                    5,335
                    
                    
                    
                    6,622
                    
                    
                    
                    13,3313,292
                    
                    
                    
                    5,335
                    
                    
                    
                    6,622
                    
                    
                    
                    13,331Net
      Income (Loss)
                    
                    $
                    (442
                    )
                    
                    $
                    1,455
                    
                    
                    $
                    (7,698
                    )
                    
                    $
                    7,723Income
      (Loss) Per Common Share – Basic
                    
                    $
                    (.00
                    )
                    
                    $
                    .00
                    
                    
                    $
                    (.00
                    )
                    
                    $
                    .00Weighted
      Average Shares Outstanding
                    
                    
                    7,050,540
                    
                    
                    
                    7,050,540
                    
                    
                    
                    7,050,540
                    
                    
                    
                    7,050,540





The
accompanying notes are an integral part of the financial
statements.


4




ARBOR
ENTECH CORPORATION





CONDENSED STATEMENT OF CASH
FLOWS


(Unaudited)





Six Months EndedOctober 31,2008
                            
                            
                            2007Cash
      Flows from Operating Activities:Net
      Income (Loss)
                            
                            $
                            (7,698
                            )
                            
                            $
                            7,723Adjustments
      to Reconcile Net Income (Loss) to Net Cash Provided (Used) in Operating
      Activities:Changes
      in Operating Assets and Liabilities:Decrease
      in Other Current Assets
                            
                            
                            -
                            
                            
                            
                            1,642(Decrease)
      in Accounts Payable and Accrued Liabilities
                            
                            
                            (1,000
                            )
                            
                            
                            (8,045
                            )Total
      Adjustments
                            
                            
                            (1,000
                            )
                            
                            
                            (6,403
                            )Net
      Cash Provided (Used) in Operating Activities
                            
                            
                            (8,698
                            )
                            
                            
                            1,320Cash
      Flows from Investing Activities:
                            
                            
                            -
                            
                            
                            
                            -Cash
      Flows from Financing Activities:
                            
                            
                            -
                            
                            
                            
                            -Increase
      (Decrease) in Cash and Cash Equivalents
                            
                            
                            (8,698
                            )
                            
                            
                            1,320Cash
      and Cash Equivalents – Beginning of Period
                            
                            
                            440,420
                            
                            
                            
                            440,272Cash
      and Cash Equivalents – End of Period
                            
                            $
                            431,722
                            
                            
                            $
                            441,592Supplemental
      Cash Flow Information:Cash
      Paid for Interest
                            
                            $
                            -
                            
                            
                            $
                            -Cash
      Paid for Income Taxes
                            
                            $
                            -
                            
                            
                            $
                            -





The
accompanying notes are an integral part of the financial
statements.


5




ARBOR
ENTECH CORPORATION




NOTES TO CONDENSED FINANCIAL
STATEMENTS


(Unaudited)





NOTE
      1 -
            Unaudited Interim
      Financial Statements





In the opinion of the Company’s
management, the accompanying unaudited condensed financial statements contain
all adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the information set forth therein.  These financial
statements are condensed and therefore do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements.





Results of operations for interim
periods are not necessarily indicative of the results of operations for a full
year.




6





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





Forward-Looking
Statements





The
information contained in this Form 10-Q and documents incorporated herein by
reference are intended to update the information contained in the Company's Form
10-KSB for its fiscal year ended April 30, 2008 which includes our audited
financial statements for the year ended April 30, 2008 and such information
presumes that readers have access to, and will have read, the "Management's
Discussion and Analysis of Financial Condition and Results of Operations, and
other information contained in such Form 10-KSB and other Company filings with
the Securities and Exchange Commission ("SEC").





This
Quarterly Report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve risks and uncertainties, and actual results could be
significantly different than those discussed in this Form 10-Q. Certain
statements contained in Management's Discussion and Analysis, particularly in
"Liquidity and Capital Resources," and elsewhere in this Form 10-Q are
forward-looking statements. These statements may discuss, among other things,
expected growth, future revenues and future performance. Although we believe the
expectations expressed in such forward-looking statements are based on
reasonable assumptions within the bounds of our knowledge of our business, a
number of factors could cause actual results to differ materially from those
expressed in any forward-looking statements, whether oral or written, made by us
or on our behalf. The forward-looking statements are subject to risks and
uncertainties including, without limitation, the following: (a) the lack of any
current business operations, (b) the possible failure to obtain a suitable
business acquisition candidate, and (c) the specific risks of any new business
or acquisition.  The foregoing should not be construed as an
exhaustive list of all factors that could cause actual results to differ
materially from those expressed in forward-looking statements made by us. All
forward-looking statements included in this document are made as of the date
hereof, based on information available to the Company on the date thereof, and
the Company assumes no obligation to update any forward-looking
statements.





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




7




Results
of Operations




Since we
discontinued our wood products business, there were no sales from continuing
operations during the year ended April 30, 2008 and the three months and
six months ended October 31, 2008. Selling, general and administrative
expenses were $3,734 for the quarter ended October 31, 2008, as compared to
$3,880 for the comparable period of the prior year.  Selling, general and
administrative expenses were $14,320 for the six months ended October 31, 2008,
as compared to $5,608 for the comparable period of the prior year.





For the quarter ended October 31, 2008,
we had a net loss of $442 as compared to a net income of $1,455 for the
comparable period of the prior year.  For the quarter ended October
31, 2008, interest income decreased from $5,335 for the quarter ended October
31, 2007 to $3,292 for the quarter ended October 31, 2008.  For the
six months ended October 31, 2008, we had a net loss of $7,698 as compared to a
net income of $7,723 for the comparable period of the prior year.  For
the six months ended October 31, 2008, interest income decreased from $13,331
for the six months ended October 31, 2007 to $6,622 for the six months
ended October 31, 2008.





Discontinued
Operations




On
September 2, 2003, 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 Depot 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.  The sale of our real estate resulted in a gain of
approximately $186,000 for the year ended April 30, 2005.




Liquidity
and Capital Resources




In the
prior periods discussed above, our working capital requirements were met
primarily from sales generated by our discontinued wood products business. At
October 31, 2008, we had working capital of $431,722.




As at
October 31, 2008, we had cash and cash equivalents of $431,722, which
represented all of our total assets. We believe we have adequate working capital
to fund our operations for at least the next 12 months.




Net cash
used in operating activities amounted to $8,698 for the six months ended
October 31, 2008 as compared to cash provided by operating activities of
$1,320 for the six months ended October 31, 2007.  The decrease in
cash for the six months ended October 31, 2008 was primarily attributable to a
net loss of $7,698. The increase in cash for the six months ended October 31,
2007, was attributable to a decrease in accounts payable and accrued expenses of
$8,045 offset by our net income of $7,723 and a decrease in other current assets
of $1,642.




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-Q, 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.




8




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.




Thepreparation 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
3.                  QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Market
risk is the risk of loss arising from adverse changes in market rates and
prices, such as interest rates, foreign currency exchange rates and commodity
prices. Our primary exposure to market risk is interest rate risk associated
with our short term money market investments. The Company does not have any
financial instruments held for trading or other speculative purposes and does
not invest in derivative financial instruments, interest rate swaps or other
investments that alter interest rate exposure. The Company does not have any
credit facilities with variable interest rates.





ITEM
4.                  CONTROLS
AND PROCEDURES





The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the Company's Exchange Act reports
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Acting Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-15(e). In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. The Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Acting Chief Executive Officer
and the Company's Chief Financial Officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures. Based on the
foregoing, the Company's Acting Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures were
effective at the reasonable assurance level at the end of our most recent
quarter. There have been no changes in the Company's disclosure controls and
procedures or in other factors that could affect the disclosure controls
subsequent to the date the Company completed its evaluation. Therefore, no
corrective actions were taken.





9




PART
II. OTHER INFORMATION





ITEM
1.                  LEGAL
PROCEEDINGS.





As of the
filing date of this Form 10-Q, we are not a party to any pending legal
proceedings.





ITEM
1.A               RISK
FACTORS.





As
a  Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act
and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure
reporting obligations and therefore are not required to provide the information
requested by this Item 1A.





ITEM
2.                  CHANGES
IN SECURITIES.





(a) In
the three months ended October 31, 2008, there were no sales of unregistered
securities.





(b) Rule
463 of the Securities Act is not applicable to the Company.


(c) In
the three months ended October 31, 2008, there were no repurchases by the
Company of its Common Stock.





ITEM
3.                  DEFAULTS
UPON SENIOR SECURITIES





Not applicable.





ITEM
4.                  SUBMISSIONS
OF MATTERS TO A VOTE OF SECURITY HOLDERS:





Not applicable.





ITEM
5.                  OTHER
INFORMATION.





In July
2008, Harvey Houtkin, our Chief Executive officer died. In August 2008, Mark
Shefts became Acting Chief Executive officer. There is currently a vacancy on
the Company’s Board of Directors.





10





ITEM
6.                  EXHIBITS:




3.a.
                      Articles
      of Incorporation (1)


3.b.
                      By-Laws
      (2)





31
                      Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from
      the  Company’s Chief Financial Officer and Acting Chief
      Executive Officer (3)


32
                    Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the
      Company’s Chief Financial Officer and Acting Chief Executive 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.




11





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 CORPORATIONDate:  December
      15, 2008
                  By:
                  /s/ Mark SheftsMark
      Shefts,Chief
      Financial Officer andActing
      Chief Executive Officer




12