U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





x  QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE S ECURITIES
      EXCHANGE ACT OF 1934


For
      the
      quarter ended March 31, 2007





o  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


For
      the
      transition period from _____ to _____





Commission
      File Number: 000-51249





ENERGTEK
      INC.





(Exact
      name of registrant as specified in its charter)





Nevada
            
            42-1708652(State
                or other jurisdiction of incorporation)
            
            (IRS
                Employer Identification No.)





c/o
      David
      Lubin & Associates, PLLC


26
      East
      Hawthorne Avenue


Valley
      Stream, NY 11580





(Address
      of Principal Executive Offices, Zip Code)





(516)
      887-8200





(Registrant’s
      Telephone Number, Including Area Code)








(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 Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes
x
      No o





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


The
      number of shares outstanding of the issuer’s common stock as of May 14, 2007 was
      53,035,211 shares of common stock.





Transitional
      Small Business Format (check one): Yes o No x











**TABLE
      OF CONTENTS**


PART
                    I - FINANCIAL INFORMATION
                3Item
                    1.
                Financial
                    Statements.
                3Note
                    1 - Summary of Significant Accounting Policies
                7Note
                    2 - Investment in Equity Securities
                9Note
                    3 - Stockholder's Equity
                10Note
                    4 - Compensation to Directors
                13Note
                    5 - Going Concern
                14Note
                    6 - Significant Transactions
                15Note
                    7 - Subsequent Events
                16Item
                    2.
                Management’s
                    Discussion and Analysis or Plan of Operation.
                17Item
                    3.
                Controls
                    and Procedures.
                20PART
                    II. OTHER INFORMATION
                20Item
                    1.
                Legal
                    Proceedings.
                20Item
                    2.
                Unregistered
                    Sales of Equity Securities and Use of Proceeds.
                21Item
                    3.
                Defaults
                    Upon Senior Securities.
                23Item
                    4.
                Submission
                    of Matters to a Vote of Security Holders.
                23Item
                    5.
                Other
                    Information.
                24Item
                    6.
                Exhibits
                25





Page
            2





**PART
      I - FINANCIAL INFORMATION**





**Item** **1.**  **Financial
      Statements.**





ENERGTEK
                INC.(A
                DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED
                CONDENSED BALANCE SHEETNote
            
            As
                of
              31/03/2007
              (Unaudited)
              $
            
            As
                of
              31/12/2006
              (Audited)
              $**ASSETS**Current
                AssetsCash
                and Cash Equivalents
            
            
            
            
            
            1,068,643
            
            
            287,301**ACCOUNTS
                RECEIVABLE:**Loan
                Granted
            
            
            
            
            
            7,220
            
            
            -Vat
                Refund Receivable
            
            
            
            
            
            45,911
            
            
            37,879Advances
                paid to suppliers
            
            
            
            
            
            766
            
            
            15,38553,897
            
            
            53,264**Total
                current assets**
            
            
            
            
            
            1,122,540
            
            
            340,565**DEPOSITS**
            
            
            
            
            
            4,755
            
            
            -**FIXED
                ASSETS, NET:**Cost
            
            
            
            
            
            18,563
            
            
            2,955Less
                - accumulated depreciation
            
            
            
            
            
            (993
            )
            
            (73
            )17,570
            
            
            2,882**INVESTMENTS:**Investments
                in Shares
            
            
            2
            
            
            30,000
            
            
            --
            
            
            -30,000
            
            
            -**TOTAL
                ASSETS**
            
            
            
            
            
            1,174,865
            
            
            343,447





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





Page
            3








ENERGTEK
                INC.(A
                DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED
                CONDENSED BALANCE SHEETNote
            
            As
                of
              31/03/2007
              (Unaudited)
              $
            
            As
                of
              31/12/2006
              (Audited)
              $**LIABILITIES
                AND SHAREHOLDER EQUITY**CURRENT
                LIABILITIESRelated
                Party
            
            
            
            -
            
            8,000Account
                payable and Accrued LiabilitiesEmployees
                and Employee institutions
            
            
            
            
            
            35,956
            
            
            9,942Service
                providers
            
            
            
            
            
            21,460
            
            
            13,140Accounts
                payable
            
            
            
            
            
            95,625
            
            
            9,349153,041
            
            
            32,431**TOTAL
                CURRENT LIABILITIES**
            
            
            
            
            
            153,041
            
            
            40,431STOCKHOLDERS
                EQUITYPreferred
                Stock: $0.001 par value; 5,000,000 authorized,none
                issued and outstandingCommon
                Stock: $0.001 par value; 750,000,000 authorized, 52,552,211 issued
                and
                outstanding
            
            
            3
            
            
            52,552
            
            
            48,993Additional
                Paid-in Capital
            
            
            
            
            
            2,497,478
            
            
            1,197,007Accumulated
                Deficit
            
            
            
            
            
            (1,528,206
            )
            
            (942,984
            )TOTAL
                STOCKHOLDERS EQUITY
            
            
            
            
            
            1,021,824
            
            
            303,016Total
                Liabilities and Stockholders' Equity
            
            
            
            
            
            1,174,865
            
            
            343,447





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





Page
            4








ENERGTEK
                INC.(A
                DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED
                CONDENSED STATEMENTS OF OPERATIONSFor
                Three Months Ended
            
            Cumulative
                fromMarch-31
            
            March-31
            
            Inception
                (November 18,2007
              (Unaudited)
              $
            
            2006
              (Unaudited)
              $
            
            1998)
                to March 31, 2007
              (Audited)
              $Revenues
            
            
            -
            
            
            -
            
            
            -Operating
                Expenses:Consulting
            
            
            201,799
            
            
            -
            
            
            455,500Consulting-Related
                parties
            
            
            -
            
            
            -
            
            
            152,450Market
                Research
            
            
            -
            
            
            -
            
            
            32,795Market
                Research-Related parties
            
            
            -
            
            
            -
            
            
            137,050General
                and administrative expenses
            
            
            388,104
            
            
            30
            
            
            608,233Total
                Operating Expenses
            
            
            589,903
            
            
            30
            
            
            1,386,028Net
                loss from operations
            
            
            (589,903
            )
            
            (30
            )
            
            (1,386,028
            )Interest
                Income, net
            
            
            4,681
            
            
            -
            
            
            7,822Option
                investment impairment
            
            
            -
            
            
            -
            
            
            (50,000
            )Patent
                impairment
            
            
            -
            
            
            -
            
            
            (100,000
            )Total
                other income(expenses)
            
            
            4,681
            
            
            -
            
            
            (142,178
            )Net
                Loss
            
            
            (585,222
            )
            
            (30
            )
            
            (1,528,206
            )Weighted
                Average Number of SharesOutstanding
                (Basic and Diluted)
            
            
            50,208,512
            
            
            28,012,500Net
                Loss Per Common Share(Basic
                and Diluted)
            
            
            (0.01
            )
            
            (0.00
            )





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





Page
            5




ENERGTEK
                INC.(A
                DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED
                CONDENSED STATEMENTS OF OPERATIONSFor
                Three Months Ended
            
            Cumulative
                fromMarch-31
            
            March-31
            
            Inception
                (November 18,2007
              (Unaudited)
              $
            
            2006
              (Unaudited)
              $
            
            1998)
                to March 31, 2007
              (Audited)
              $**Cash
                Flows from Operating Activities:**Net
                Loss
            
            
            (585,222
            )
            
            (30
            )
            
            (1,528,206
            )Adjustments
                to reconcile net loss to net cashProvided
                be operating activities:Depreciation
                and amortization
            
            
            39,358
            
            
            -
            
            
            39,431Impairment
                of Patent
            
            
            -
            
            
            -
            
            
            100,000Impairment
                of Option Investment
            
            
            -
            
            
            -
            
            
            50,000Non-employees'
                share compensation
            
            
            181,268
            
            
            -
            
            
            325,268Decrease
                (Increase) in assets
            
            
            370
            
            
            -
            
            
            (52,894
            )Increase
                in accounts payable and accrued liabilities
            
            
            68,191
            
            
            -
            
            
            108,622**Net
                cash used in Operating Activities**
            
            
            (296,035
            )
            
            (30
            )
            
            (957,779
            )**Cash
                Flows to Investing Activities:**Payment
                for purchase of Primecyl LLC,
              net
                of cash acquired
            
            
            (10,327
            )
            
            -
            
            
            (10,327
            )Investment
                in shares
            
            
            (30,000
            )
            
            -
            
            
            (30,000
            )Investment
                in Option
            
            
            -
            
            
            -
            
            
            (50,000
            )Deposit
            
            
            (4,755
            )
            
            -
            
            
            (4,755
            )Purchase
                of fixed assets
            
            
            (303
            )
            
            -
            
            
            (3,258
            )**Net
                cash used in Investing Activities**
            
            
            (45,385
            )
            
            -
            
            
            (98,340
            )**Cash
                Flows from Financing Activities:**Issuance
                of common stock
            
            
            1,122,762
            
            
            -
            
            
            2,124,762Loan
                proceeds
            
            
            -
            
            
            -
            
            
            13,000Repayment
                of loan
            
            
            -
            
            
            -
            
            
            (13,000
            )**Net
                cash provided by Financing Activities**
            
            
            1,122,762
            
            
            0
            
            
            2,124,762**Net
                Increase (Decrease) in Cash**
            
            
            781,342
            
            
            (30
            )
            
            1,068,643Cash
                at Beginning of Period
            
            
            287,301
            
            
            1,181
            
            
            0**Cash
                at End of Period**
            
            
            1,068,643
            
            
            1,151
            
            
            1,068,643





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




Page
          6




**ENERGTEK
      INC. ("the Company")**


**NOTES
      TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS**





**Note
      1 - Summary of Significant Accounting Policies** ****





**Basis
      of Presentation**


The
      accompanying unaudited interim consolidated financial statements of Energtek
      Inc. for the three months ended March 31, 2007 have been prepared in accordance
      with the requirements for unaudited interim periods, and consequently might
      not
      include all disclosures required to be in conformity with accounting principles
      generally accepted in the United States of America and the rules of the
      Securities and Exchange Commission. These interim consolidated financial
      statements should be read in conjunction with the audited financial statements
      and notes thereto contained in our Annual Report for fiscal year 2006 filed
      with
      the SEC on Form 10-KSB. In the opinion of management, all adjustments,
      consisting of normal recurring adjustments, necessary for a fair presentation
      of
      financial position and the results of operations for the interim periods
      presented have been reflected herein. The results of operations for interim
      periods are not necessarily indicative of the results to be expected for the
      full year. Notes to the consolidated financial statements which would
      substantially duplicate the disclosure contained in the audited consolidated
      financial statements for fiscal year 2006 as reported in the Form 10-KSB have
      been omitted.





The
      Company is considered to be a development stage company and as such the
      financial statements presented herein are presented in accordance with Statement
      of Financial Accounting Standards (“SFAS”) No. 7 “Accounting and Reporting by
      Development Stage Enterprises”.





**Basic
      and Dilutive Net Income (Loss) Per Share**


Basic
      net
      income (loss) per share amounts are computed based on the weighted average
      number of shares actively outstanding in accordance with SFAS NO. 128 “Earnings
      Per Share". all outstanding stock options, warrants and preferred stock have
      been excluded from the calculation of the diluted net loss per share since
      their
      effect was anti-dilutive.





**Cash
      and Cash Equivalents**


The
      Company considers all highly liquid debt securities purchased with original
      or
      remaining maturities of three months or less to be cash equivalents. The
      carrying value of cash equivalents approximates fair value.





**Fair
      Value of Financial Instruments**


The
      carrying value of current assets and liabilities approximated their fair values
      as of March 31, 2007.





**Financial
      and Concentration Risk**


The
      Company does not have any concentration or related financial credit
      risk.





**Fixed
      Assets:**


Fixed
      assets are stated at cost.


Cost
      is
      depreciated by the straight-line method on the basis of the estimated useful
      life of the assets. Estimated useful lives are as follows:




Useful
                LifeComputers
                and peripheral equipment
            3
                yearsFurniture
                and office equipment
            3
                -
                7 yearsMotor
                vehicles
            7
                years





Page
          7





ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Note
      1 -Summary of Significant Accounting Policies (Cont.)**





**Presentation**





According
      to EITF 06-3, " How Taxes Collected from Customers and Remitted to Governmental
      Authorities Should Be Presented in the Income Statement (That Is, Gross versus
      Net Presentation)", all expense items presented Net in the income
      statement.





**Principles
      of Consolidation**


The
      accompanying condensed consolidated financial statements include the accounts
      of
      Energtek Inc. and its wholly owned subsidiaries Energtek Products Ltd., Gatal
      (Natural Gas for Israel) Ltd., MoreGasTech LLC, Primecyl LLC and Ukcyl Ltd.
      All
      significant inter-company transactions have been eliminated. These financial
      statements reflect all adjustments that, in the opinion of management, are
      necessary to present fairly the results of operations for the interim periods
      presented. All adjustments are of a normal recurring nature, unless otherwise
      disclosed.





**Recent
      Accounting Pronouncements**


SFAS
      159.
      In February 2007, the Financial Account Standards Board (the “FASB”) issued SFAS
      No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.”
SFAS 159 permits entities to choose to measure many financial instruments,
      and
      certain other items, at fair value. SFAS 159 applies to reporting periods
      beginning after November 15, 2007. The adoption of SFAS 159 is not expected
      to
      have a material impact on the Company’s financial condition or results of
      operations.





SFAS
      157.
      In September 2006 the FASB issued its Statement of Financial Accounting
      Standards 157, Fair Value Measurements. This Statement defines fair value,
      establishes a framework for measuring fair value in generally accepted
      accounting principles, or “GAAP,” and expands disclosures about fair value
      measurements. This Statement applies under other accounting pronouncements
      that
      require or permit fair value measurements, the Board having previously concluded
      in those accounting pronouncements that fair value is the relevant measurement
      attribute. Accordingly, this Statement does not require any new fair value
      measurements. However, for some entities, the application of this Statement
      will
      change current practice. FAS 157 effective date is for fiscal years beginning
      after November 15, 2007. We do not expect adoption of this standard will have
      a
      material impact on our financial position, operations or cash
      flows.


FIN
      48.
      In June 2006, the FASB issued FASB Interpretation (FIN) No. 48, “Accounting for
      Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in
      income taxes recognized in an enterprise’s financial statements in accordance
      with FASB Statement No. 109, Accounting for Income Taxes. This Interpretation
      prescribes a recognition threshold and measurement attribute for the financial
      statement recognition and measurement of a tax position taken or expected to
      be
      taken in a tax return. This Interpretation also provides guidance on
      de-recognition, classification, interest and penalties, accounting in interim
      periods, disclosure, and transition. This Interpretation did no have an material
      impact on our consolidated financial position, results of operations or cash
      flows.




Page
          8




ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Note
      1 - -Summary of Significant Accounting Policies (Cont.)**





**Start
      -up Costs**


Cost
      incurred in connection with commencing operations, including general and
      administrative expenses, are charged to operations in the period
      incurred.





**Stock
      Issued for Services**


The
      value
      of stock issued for services is based on management’s estimate of the fair value
      of the Company’s stock at the date of issue or the fair value of the services
      received, whichever is more reliably measurable. The fair value of each of
      the
      stock option is estimated on the date of balance using the Black-Scholes option
      pricing model that uses the following assumptions: Expected term is based on
      the
      Company’s management estimate for future behavior; Expected volatility is based
      on the historical volatility of share prices for similar companies over a period
      equal to, or greater than, the expected term; The risk free rate is based on
      the
      U.S. Treasury constant maturity for a term consistent with the expected term
      of
      the award (or weighed average of the two closest available bonds), as in effect
      at the date of grant. The fair value of options granted during the quarter
      ended
      March 31, 2007 was estimated using the following assumptions: (a) average
      expected term of the option of 5.74 years (b) average risk free interest rate
      of
      4.69% (c) dividend yield of 0% and (d) volatility of 107%.





**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 of these financial statements,
      and the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.




**Note
      2 - Investment in Equity** **Securities**





On
      January 2, 2007 the company realized partially the option acquired from Angstore
      Technologies Ltd for purchasing up to 7,364 shares of its common stock (45%
      of
      the issued and outstanding shares of its common stock). As a result Angstore
      Technologies ltd issued to the company 818 shares, which represents
      approximately 8.33% of the issued and outstanding shares. For the said shares
      the company paid the amount of 30,000$.


See
      also NOTE 7.





On
      January 12, 2007, the Company's wholly owned subsidiary, Energtek Products
      Ltd,
      acquired 100% of the issued and outstanding shares of capital stock of Gatal
      (Natural Gas for Israel) Ltd. formed under the laws of Israel on October 5,
      2006. Gatal is a development stage company having minimal assets and no business
      operations or revenues. See also Note 6.





Page
            9





ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Note
      2 - Investment in Equity Securities (cont.)**





On
      March
      27, 2007, we purchased from HEEF Holdings Ltd, a Nevis company, all the
      membership interests of Primecyl
      LLC., a limited liability company organized in the State of New York
      (“Primecyl”). Primecyl owns 99.5% of the ownership interests of Ukcyl Ltd, a
      company registered in Ukraine. The purchase
      was made pursuant
      to a Membership Purchase Agreement with HEEF Holdings Ltd., dated as of such
      date. In
      consideration therefore, we agreed to pay to HEEF Holdings Ltd $40,000. As
      a
      result of such transaction, Primecyl and Ukcyl Ltd. have become our
      subsidiaries. Ukcyl Ltd intends to become a prominent player in the Compressed
      Natural Gas cylinders market in Ukraine.





On
      March
      30, 2007, our wholly owned subsidiary Moregastech LLC entered into a
      Collaboration Agreement with Moregastech (India) Private Limited and Mahinder
      Singh Khatkar.  Pursuant to such agreement, we agreed to acquire 50% of the
      ownership of Moregastech India Private Limited.  In consideration
      therefore, we agreed to pay such Company a purchase price of 4,100,000 Indian
      Rupees (approximately $93,300), payable by the issuance of equity capital or
      unsecured loans in the amount of such purchase price.  Moregastech India
      Private Limited is a development stage company and has no current business
      operations or revenues. As of May 14, 2007, the formal confirmation from the
      relevant Indian authorizing entities, required in order to perform the transfer
      of funds to which we have committed in the Collaboration Agreement, was still
      to
      be received.





**Note
      3 - Stockholder's Equity**





Between
      January 18, 2007 and February 6, 2007, we raised $47,000 by selling 940,000
      shares of our common stock to seven non-U.S. persons pursuant to a Regulation
      S
      Subscription Agreement entered into with each such person. The purchase price
      paid to the Company for the purchase of such shares was $0.05 per share,
      amounting in the aggregate to $47,000. The shares were offered and sold pursuant
      to a placement held under Regulation S promulgated under the Securities Act
      of
      1933, as amended. Each purchaser represented to us that such purchaser was
      not a
      United States person (as defined in Regulation S) and was not acquiring the
      shares for the account or benefit of a United States person. Each purchaser
      further represented that at the time of the origination of contact concerning
      the subscription for the units and the date of the execution and delivery of
      the





subscription
      agreement for such units, such purchaser was outside of the United States.
      The
      Company did not make any offers in the United States and there were no selling
      efforts in the United States. There were no underwriters or broker-dealers
      involved in the private placement and no underwriting discounts or commissions
      were paid.





On
      January 26, 2007, we raised $5,000 by selling 100,000 shares of our common
      stock
      to a purchaser pursuant to a Regulation D Subscription Agreement. The purchase
      price paid to the Company for the purchase of such shares was $0.05 per share,
      amounting in the aggregate to $5,000. This transaction was conducted in reliance
      upon an exemption from registration provided under Regulation D promulgated
      under the Securities Act of 1933. The purchaser represented to the Company
      that
      he was an accredited investor (as such term is defined under Rule 501 of
      Regulation D), and the transaction did not involve any form of general
      solicitation or advertising There were no underwriters or broker-dealers
      involved in the private placement and no underwriting discounts or commissions
      were paid.




Page
          10




ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Note
      3 - Stockholders Equity (Cont.)**





On
      February 16, 2007, we raised $400,000 by selling 1,111,111 shares of our common
      stock to a purchaser pursuant to a Regulation S Subscription Agreement entered
      into with such person. The purchase price paid to the Company for the purchase
      of such shares was $0.36 per share, amounting in the aggregate to $400,000.
      The
      shares were offered and sold pursuant to a placement held under Regulation
      S
      promulgated under the Securities Act of 1933, as amended. The purchaser
      represented to us that such purchaser was not a United States person (as defined
      in Regulation S) and was not acquiring the shares for the account or benefit
      of
      a United States person. The purchaser further represented that at the time
      of
      the origination of contact concerning the subscription for the units and the
      date of the execution and delivery of the subscription agreement for such units,
      such purchaser was outside of the United States. The Company did not make any
      offers in the United States and there were no selling efforts in the United
      States. There were no underwriters or broker-dealers involved in the private
      placement and no underwriting discounts or commissions were paid.





On
      February 23, 2007, we raised $250,000 by selling to a purchaser 500,000 units
      of
      the Company’s securities, each unit consisting of one share of common stock and
      two warrants, one of which was designated the Class 2007-D Warrant and the
      other
      the Class 2007-E Warrant. Each Class 2007-D Warrant entitles the holder thereof
      to purchase one share of common stock at a purchase price of $0.75 until June
      30, 2008. Each Class 2007-E Warrant entitles the holder thereof to purchase
      one
      share of common stock at a purchase price of $1.05 until December 31, 2009.
      The
      purchase price paid to the Company for each unit was $0.50, amounting in the
      aggregate to $250,000. The units were offered and sold pursuant to a placement
      held under Regulation S promulgated under the Securities Act of 1933, as
      amended. The purchaser represented to us that such purchaser was not a United
      States person (as defined in Regulation S) and was not acquiring the shares
      for
      the account or benefit of a United States person. The purchaser further
      represented that at the time of the origination of contact concerning the
      subscription for the units and the date of the execution and delivery of the
      subscription agreement for such units, such purchaser was outsideof the United
      States. We did not make any offers in the United States, and there were no
      selling efforts in the United States. There were no underwriters or
      broker-dealers involved in the private placement and no underwriting discounts.
      A commission is due in the amount of $12,500 and additional 25,000 shares of
      our
      common stock were issued as commission.




On
      March
      6, 2007, we raised $29,762 by selling to a purchaser 59,524 units of the
      Company’s securities, each unit consisting of one share of common stock and two
      warrants, one of which was designated the Class 2007-D Warrant and the other
      the
      Class 2007-E Warrant. Each Class 2007-D Warrant entitles the holder thereof
      to
      purchase one share of common stock at a purchase price of $0.75 until June
      30,
      2008. Each Class 2007-E Warrant entitles the holder thereof to purchase one
      share of common stock at a purchase price of $1.05 until December 31, 2009.
      The
      purchase price paid to the Company for each unit was $0.50, amounting in the
      aggregate to $29,762. The units were offered and sold pursuant to a placement
      held under Regulation S promulgated under the Securities Act of 1933, as
      amended. The purchaser represented to us that such purchaser was not a United
      States person (as defined in Regulation S) and was not acquiring the shares
      for
      the account or benefit of a United States person. The purchaser further
      represented that at the time of the origination of contact concerning the
      subscription for the units and the date of the execution and delivery of the
      subscription agreement for such units, such purchaser was outside of the United
      States. We did not make any offers in the United States, and there were no
      selling efforts in the United States. There were no underwriters or
      broker-dealers involved in the private placement and no underwriting discounts.
      A commission is due in the amount of $1,488 and additional 2,976 shares of
      our
      common stock were issued as commission.




Page
          11




ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Note
      3 - Stockholders Equity (Cont.)**





On
      March
      16, 2007, we raised $34,000 by selling to a purchaser 68,000 units of the
      Company’s securities, each unit consisting of one share of common stock and two
      warrants, one of which was designated the Class 2007-D Warrant and the other
      the
      Class 2007-E Warrant. Each Class 2007-D Warrant entitles the holder thereof
      to
      purchase one share of common stock at a purchase price of $0.75 until June
      30,
      2008. Each Class 2007-E Warrant entitles the holder thereof to purchase one
      share of common stock at a purchase price of $1.05 until December 31, 2009.
      The
      purchase price paid to the Company for each unit was $0.50, amounting in the
      aggregate to $68,000. The units were offered and sold pursuant to a placement
      held under Regulation S promulgated under the Securities Act of 1933, as
      amended. The purchaser represented to us that such purchaser was not a United
      States person (as defined in Regulation S) and was not acquiring the shares
      for
      the account or benefit of a United States person. The purchaser further
      represented that at the time of the origination of contact concerning the
      subscription for the units and the date of the execution and delivery of the
      subscription agreement for such units, such purchaser was outside of the United
      States. We did not make any offers in the United States, and there were no
      selling efforts in the United States. There were no underwriters or
      broker-dealers involved in the private placement and no underwriting discounts.
      A commission is due in the amount of $1,700 and additional 3,400 shares of
      our
      common stock were issued as commission.





On
      March
      27, 2007, we raised $287,000 by selling to a purchaser 574,000 units of the
      Company’s securities, each unit consisting of one share of common stock and two
      warrants, one of which was designated the Class 2007-D Warrant and the other
      the
      Class 2007-E Warrant. Each Class 2007-D Warrant entitles the holder thereof
      to
      purchase one share of common stock at a purchase price of $0.75 until June
      30,
      2008. Each Class 2007-E Warrant entitles the holder thereof to purchase one
      share of common stock at a purchase price of $1.05 until December 31, 2009.
      The
      purchase price paid to the Company for each unit was $0.50, amounting in the
      aggregate to $287,000. The units were offered and sold pursuant to a placement
      held under Regulation S promulgated under the Securities Act of 1933, as
      amended. The purchaser represented to us that such purchaser was not a United
      States person (as defined in Regulation S) and was not acquiring the shares
      for
      the account or benefit of a United States person. The purchaser further
      represented that at the time of the origination of contact concerning the
      subscription for the units and the date of the execution and delivery of the
      subscription agreement for such units, such purchaser was outside of the United
      States. We did not make any offers in the United States, and there were no
      selling efforts in the United States. There were no underwriters or
      broker-dealers involved in the private placement and no underwriting discounts.
      A commission is due in the amount of $14,350 and additional 28,700 shares of
      our
      common stock were issued as commission.





On
      March
      28 and March 29, 2007, we raised $70,000 by selling to purchasers 140,000 units
      of the Company’s securities, each unit consisting of one share of common stock
      and two warrants, one of which was designated the Class 2007-D Warrant and
      the
      other the Class 2007-E Warrant. Each Class 2007-D Warrant entitles the holder
      thereof to purchase one share of common stock at a purchase price of $0.75
      until
      June 30, 2008. Each Class 2007-E Warrant entitles the holder thereof to purchase
      one share of common stock at a purchase price of $1.05 until December 31, 2009.
      The purchase price paid to the Company for each unit was $0.50, amounting in
      the
      aggregate to $70,000. The units were offered and sold pursuant to a placement
      held under Regulation S promulgated under the Securities Act of 1933, as
      amended. The purchasers represented to us that such purchasers were not United
      States persons (as defined in Regulation S) and were not acquiring the shares
      for the account or benefit of a United States person. The purchasers further
      represented that at the time of the origination of contact concerning the
      subscription for the units and the date of the execution and delivery of
      the




Page
          12




ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Note
      3 - Stockholders Equity (Cont.)**





subscription
      agreement for such units, such purchasers were outside of the United States.
      We
      did not make any offers in the United States, and there were no selling efforts
      in the United States. There were no underwriters or broker-dealers involved
      in
      the private placement and no underwriting discounts. Commissions are due in
      the
      amount of $3,500 and additional 7,000 shares of our common stock were issued
      as
      commission.





**Note
      4 - Compensation to Directors**





1)
      On
      January 17, 2007, the Board of Directors of Energtek Inc. approved issuing
      to
      its directors stock purchase warrants designated as "Class 2007-B Warrants,"
      as
      compensation for services previously rendered, as follows: (i) Joseph Shefet
      was
      issued 55,000 stock purchase warrants in consideration for serving as a director
      of Energtek USA from June, 2006 until October 2006, and as a member of the
      its
      Advisory Board during November and December, 2006. (ii) Doron Uziel was issued
      80,000 Class 2007-B Warrants in consideration for serving as a director from
      May
      2006 until December 2006, and additional 32,000 Class 2007-B Warrants in
      consideration for serving as Chief Executive Officer of Energtek USA from May
      2006 until December 2006. (iii) Yishai Aizik was issued 30,000 Class 2007-B
      Warrants in consideration for serving as director from October 2006 until
      December 2006. Each Class 2007-B Warrant grants to the holder thereof the right
      to purchase one share of common stock of Energtek USA, exercisable from January
      1, 2008 until December 31, 2011, at the exercise price of $0.05 per
      share.





On
      January 17, 2007, the Board of Directors of Energtek USA set the terms of
      compensation for the directors of Energtek USA for the period commencing as
      of
      January 1, 2007. Commencing as of such date, each director of Energtek USA
      shall
      be entitled to the following compensation: (i) $4,200 per year, paid on a
      monthly basis; (ii) $1,000 per participation at each meeting of the Board of
      Directors; and (iii) 150,000 stock purchase warrants designated as "Class 2007-C
      Warrants," which will vest pro-ratably in 24 equal and consecutive monthly
      amounts of 6,250 Class 2007-C warrants, commencing on the last day of January,
      2007 and continuing on the same day of each subsequent month until December
      31,
      2008. Each Class 2007-C Warrant shall grant to the holder thereof the right
      to
      purchase one share of common stock of Energtek USA at an exercise price equal
      to
      $0.36 per share, exercisable from the date such warrant vests until December
      31st of the fifth calendar year following the year in which the warrant vested.





2)
      During
      the three months ended March 31, 2007, the Company recorded stock-based
      compensation of $9,000 related to the compensation to directors.





3)
      The
      fair value of each of the aforementioned stock option is estimated on the date
      of balance using the Black-Scholes option pricing model that uses the following
      assumptions: Expected term is based on the Company’s management estimate for
      future behavior; Expected volatility is based on the historical volatility
      of
      the share price for similar companies over a period equal to, or greater than,
      the expected term; The risk free rate is based on the U.S. Treasury constant
      maturity for a term consistent with the expected term of the award (or weighed
      average of the two closest available bonds), as in effect at the date of grant.





4)
      The
      fair value of options granted during the quarter ended March 31, 2007 was
      estimated using the following assumptions: (a) average expected term of the
      option of 5.74 years (b) average risk free interest rate of 4.69% (c) dividend
      yield of 0% and (d) volatility of 107%.




Page
          13




ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Note
      4 - Compensation to Directors (Cont.)**




5)
      The
      following table summarizes the activity of all of the above stock options for
      the three months ended March 31, 2007:




Weighted-Weighted-
            
            AverageAverage
            
            Remaining
            
            AggregateExercise
            
            Contractual
            
            IntrinsicPrice
            
            Term
            
            ValueOptions
            
            (U.S.
                Dollars)
            
            (in
                years)
            
            (U.S.
                Dollars )Outstanding
                at January 1, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -Granted
                - below market price
            
            
            497,000
            
            $
            0.24
            
            
            5.74
            
            
            42,000Outstanding
                at March 31, 2007
            
            
            497,000
            
            $
            0.24
            
            
            5.74
            
            
            42,000Exercisable
                at March 31, 2007
            
            
            234,500
            
            $
            0.10
            
            
            5.16
            
            
            1,750




6)
      As Of
      March 31, 2007 the total unrecognized compensation cost related to unvested
      options was $ 8,237 which will be recognized over 0.75 years
      period.





7)
      When
      the stock compensations are subject to graded vesting, the company recognizes
      the compensation cost at a strait line basis.




**Note
      5 - Going Concern**





The
      Company's consolidated financial statements are prepared using generally
      accepted accounting principles applicable to a going concern which contemplates
      the realization of assets and liquidation of liabilities in the normal course
      of
      business. The Company is working on the basis of a budget that will enable
      it to
      operate during the coming year. However the company will need additional working
      capital for its future planned expansion of activities and to service its debt,
      which raises doubt about its ability to continue as a going concern.
      Continuation of the Company as a going concern is dependent upon obtaining
      sufficient working capital to be successful in that effort. The accompanying
      consolidated financial statements do not include any adjustments relating to
      the
      recoverability and classification of asset carrying amounts or the amount and
      classification of liabilities that might result from the outcome of this
      uncertainty.




Page
          14





ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Note
      6 - Significant Transactions**





On
      January 12, 2007, the Company and its wholly owned subsidiary, Energtek Products
      Ltd, entered into a Share Purchase Agreement (the "Share Purchase Agreement")
      with MoreGasTech SRL, a Nevis company ("MoreGasTech"). MoreGasTech was the
      holder of 100% of the issued and outstanding shares of capital stock of Gatal
      (Natural Gas for Israel) Ltd. (hereinafter "Gatal") formed under the laws of
      Israel on October 5, 2006. Gatal is a development stage company having minimal
      assets and no business operations or revenues.


Pursuant
      to the Share Purchase Agreement, Energtek Products Ltd. agreed to acquire Gatal
      by purchasing from MoreGasTech all of its shares of Gatal's capital stock,
      which
      represent 100% of the issued and outstanding capital stock of Gatal. In
      consideration therefore, the Company agreed to issue to MoreGasTech 3,500,000
      Class 2007-A stock purchase warrants (the "Class 2007-A Warrants"). Each Class
      2007-A Warrant grants to the holder thereof the right to purchase one share
      of
      common stock of the Company, exercisable from July 1, 2008 until December 31,
      2011 at a per share exercise price equal to $0.05. The transactions contemplated
      under the Share Purchase Agreement were consummated at a closing held on January
      12, 2007, simultaneously with the execution of such agreement. As a result
      of
      such closing, Gatal became the wholly owned subsidiary of Energtek Products
      Ltd.





The
      fair
      value of each of the aforementioned stock option is estimated on the date of
      balance using the Black-Scholes option pricing model that uses the following
      assumptions: Expected term is based on the Company’s management estimate for
      future behavior; Expected volatility is based on the historical volatility
      of
      the share price for similar companies over a period equal to, or greater than,
      the expected term; The risk free rate is based on the U.S. Treasury constant
      maturity for a term consistent with the expected term of the award (or weighed
      average of the two closest available bonds), as in effect at the date of grant.
      The fair value of options granted during the quarter ended March 31, 2007 was
      estimated using the following assumptions: (a) average expected term of the
      option of 5.74 years (b) average risk free interest rate of 4.69% (c) dividend
      yield of 0% and (d) volatility of 107%.


The
      Company recorded stock-based compensation of $138,730 related to the acquisition
      of Gatal.





On
      February 22, 2007 the Company incorporated a fully owned subsidiary, Moregastech
      LLC in the State of Nevada.





On
      March
      27, 2007, the Company purchased from HEEF Holdings Ltd, a Nevis company, all
      the
      membership interests of Primecyl LLC., a limited liability company organized
      in
      the State of New York (“Primecyl”).  Primecyl owns 99.5% of the ownership
      interests of UkCyl Ltd, a company registered in Ukraine.  The purchase was
      made pursuant to a Membership Purchase Agreement with HEEF Holdings Ltd., dated
      as of such date.  In consideration therefore, we agreed to pay to HEEF
      Holdings Ltd $40,000.  As a result of such transaction, Primecyl and UkCyl
      Ltd. have become our subsidiaries. Primecyl and UkCyl are development stage
      companies and have no current business operations or revenues.





Page
          15




ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Note
      7 - Subsequent Events**





On
      April
      16, 2007 Energtek Inc. has determined to lend to its wholly-owned subsidiary,
      Primecyl LLC, approximately $310,000 during April-May 2007.  Such funds
      will be used by Primecyl LLC for the purpose of paying the purchase price of
      the
      machinery purchased by Ukcyl Ltd. pursuant to the purchase agreement described
      hereinafter, for the purchase of additional assets, and for the payment of
      operating expenses and other expenses incurred in the development of the
      business of Primecyl LLC and Ukcyl Ltd. In addition, Energtek Inc. has
      determined to allocate an additional $183,000 to be lent to Primecyl LLC during
      July - December 2007 for the payment of the amounts due under the purchase
      agreement.





On
      April
      17, 2007, Ukcyl Ltd. entered into a Purchase Agreement with Pavlograd Plant
      for
      Technological Equipment (Pavlogradkii Zavod Tekhnologicheskogo Oborudovaniya),
      a
      Ukrainian limited liability company (“Pavlograd”). Pursuant to such agreement,
      Pavlograd agreed to sell to Ukcyl Ltd. certain machinery. The aggregate purchase
      price to be paid by Ukcyl Ltd. to Pavlograd for such machinery is approximately
      $343,000. Pursuant to such agreement, Ukcyl Ltd. has also an option to order
      additional machinery at a purchase price equal to $220,000.





On
      April
      26 and March 27, 2007, we raised $230,000 by selling to purchasers 460,000
      units
      of the Company’s securities, each unit consisting of one share of common stock
      and two warrants, one of which was designated the Class 2007-D Warrant and
      the
      other the Class 2007-E Warrant. Each Class 2007-D Warrant entitles the holder
      thereof to purchase one share of common stock at a purchase price of $0.75
      until
      June 30, 2008. Each Class 2007-E Warrant entitles the holder thereof to purchase
      one share of common stock at a purchase price of $1.05 until December 31, 2009.
      The purchase price paid to the Company for each unit was $0.50, amounting in
      the
      aggregate to $230,000. The units were offered and sold pursuant to a placement
      held under Regulation S promulgated under the Securities Act of 1933, as
      amended. The purchasers represented to us that they were not United States
      persons (as defined in Regulation S) and were not acquiring the shares for
      the
      account or benefit of a United States person. The purchasers further represented
      that at the time of the origination of contact concerning the subscription
      for
      the units and the date of the execution and delivery of the subscription
      agreement for such units, such purchasers were outside of the United States.
      We
      did not make any offers in the United States, and there were no selling efforts
      in the United States. There were no underwriters or broker-dealers involved
      in
      the private placement and no underwriting discounts. Commissions are due in
      the
      amount of $11,500 and additional 23,000 shares of our common stock were issued
      as commission.





On
      April
      29, 2007 the company exercised part of the option it has to acquire shares
      of
      Angstore Technologies Ltd. The Company paid to Angstore the amount of $50,000
      in
      exchange for the issuance to the company of 1,363 common shares, which represent
      approximately 12.19% of the issued and outstanding shares of Angstore. With
      this
      new issuance the amount of common shares of Angstore held by the company is
      2,181, representing approximately 19.5% of the shares of the said
      company.





Page
          16




**Item
      2.**  **Management’s
      Discussion and Analysis or Plan of Operations.**





As
      used
      in this Form 10-QSB, references to the “Company,” “Energtek,” “we,” “our” or
“us” refer to Energtek Inc. or to Energtek Inc. together with its subsidiaries,
      unless the context otherwise indicates.





**Forward-Looking
      Statements**





This
      Form
      10-QSB contains forward-looking statements. For this purpose, any statements
      contained in this Form 10-QSB that are not statements of historical fact may
      be
      deemed to be forward-looking statements. You can identify forward-looking
      statements by those that are not historical in nature, particularly those that
      use terminology such as “may,” “will,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “continue” or the negative of these similar terms. In evaluating
      these forward-looking statements, you should consider various factors, including
      the following: (a) those risks and uncertainties related to general economic
      conditions, (b) whether we are able to manage our planned growth efficiently
      and
      operate profitable operations, (c) whether we are able to generate sufficient
      revenues or obtain financing to sustain and grow our operations, (d) whether
      we
      are able to successfully fulfill our primary requirements for cash. The
      Company’s actual results may differ significantly from the results projected in
      the forward-looking statements. The Company assumes no obligation to update
      forward-looking statements, except as otherwise required under the applicable
      federal securities laws.





**Overview**





We
      were
      incorporated under the laws of the state of Florida on November 18, 1996 under
      the name “Elderwatch, Inc.” On September 20, 2006, we changed our Company’s
      state of incorporation from Florida to Nevada by the merger of Elderwatch,
      Inc.
      with and into our wholly-owned subsidiary, Energtek Inc., a Nevada corporation,
      which we had formed for such purpose. Simultaneously with such merger, we
      changed our Company name from "Elderwatch, Inc." to "Energtek Inc." in order
      to
      better reflect our proposed business operations. We also increased the number
      of
      our shares of authorized common stock from 50,000,000 shares to 250,000,000
      shares, and we decreased the number of our shares of authorized preferred stock
      from 10,000,000 shares to 5,000,000 shares. On October 30, 2006, we implemented
      a one for three forward stock split of our common stock and further increased
      the authorized shares of our common stock to 750,000,000 shares, par value
      $0.001.





From
      our
      incorporation until May 24, 2006, we sought to establish a monitoring and
      visitation service for elderly citizens in Florida, Arizona and California.
      During such time period, we concentrated our efforts on market research and
      business strategy development. We never commenced our proposed business
      operations or generated revenues in connection with such proposed operations.





On
      May
      24, 2006, Allan
      Weiss, our then President, Chief Executive Officer, and owner of 4,537,500
      shares (representing 58%) of our common stock, sold all of his 4,537,500 shares
      of our common stock to twenty three purchasers pursuant to a Purchase and Sale
      Agreement dated as of such date. The purchasers of such shares were twenty
      three unaffiliated foreign persons and entities. Following such change of
      control, we ceased our efforts to become engaged in the senior citizen
      monitoring and visitation business. We determined to focus, instead, on the
      development of clean energy related technologies, activities, and
      projects.




Page
          17




Since
      May
      24, 2006, we have been focused on the field of clean energy technologies, with
      special emphasis being put on the field of Natural Gas Vehicles (NGV). We have
      no business operations or revenues. We are currently looking at various
      alternatives in this field. We have four wholly owned subsidiaries, Moregastech
      LLC ,
      a
      Nevada limited liability company; Primecyl LLC, a Nevada limited liability
      company; Energtek Products Ltd., an Israeli company; and GATAL
      (Natural Gas for Israel) Ltd., an Israeli company. We have one almost fully
      owned (99.5%) subsidiary, Ukcyl Ltd., a Ukraine company. We have signed an
      agreement for a participation of 50% in Moregastech India Private Limited,
      an
      India company. W e
      have
      also acquired an option to purchase up to 45% of the ownership interests of
      Angstore Technologies Ltd., an Israeli company engaged in the development of
      Adsorbed Natural Gas systems and other clean energy technologies relating to
      natural gas vehicles. To date, we have purchased approximately 19.5% of such
      ownership interests pursuant to such option. We have also acquired a patent
      application filed in Israel relating to natural-gas storage-tanks. We have
      also
      entered into agreements with consultants for the provision of consulting
      services related to the identification and assessment of clean energy
      technologies and opportunities and for development.





From
      January 1, 2007 until March 31, 2007 we raised $1,122,762, as further described
      under Part II, Item 2, entitled “Unregistered Sales of Equity Securities and Use
      of Proceeds,” of this Form 10-QSB. From April 1, 2007 until May 14, 2007, we
      raised $230,000 as further described in Part II, Item 2 hereof.





On
      January 12, 2007, we acquired Gatal
      (Natural Gas for Israel) Ltd. (hereinafter "GATAL"). On such date, we purchased
      100% of the outstanding shares of common stock of GATAL , from MoreGasTech
      SRL ("the Seller"), a Nevis company. Such purchase was made pursuant
      to a Share Purchase Agreement dated as of such date. In
      consideration therefore, we agreed to issue to the Seller 3,500,000 Class 2007-A
      stock purchase warrants (the "Class 2007-A Warrants"). Each Class 2007-A Warrant
      grants to the holder thereof the right to purchase one share of our common
      stock, exercisable from July 1, 2008 until December 31, 2011 at a per share
      exercise price equal to $0.05. The foregoing transaction was conducted in
      reliance upon an exemption from registration provided under Regulation S
      promulgated under the Securities Act of 1933. The Seller represented to us
      that
      it is not a United States person (as defined in Regulation S) or an affiliate
      (as defined in Rule 501(b) under the Securities Act of 1933, as amended) of
      the
      Company, and that it is not acquiring the shares for the account or benefit
      of a
      United States person. The Seller further represented that at the time of the
      origination of contact concerning the Share Purchase Agreement and the date
      of
      the execution and delivery of the Share Purchase Agreement, the Seller was
      outside of the United States.





As
      a
      result of the foregoing transaction, GATAL is a
      wholly
      owned subsidiary of Energtek Products Ltd., which in turn is our wholly owned
      subsidiary. GATAL
      was
      organized under the laws of Israel on October 5, 2006 for the purpose of
      engaging in the transportation and distribution of natural gas, but it is a
      development stage company with minimal assets and no revenues.





On
      February 22, 2007, we formed a wholly owned subsidiary under the laws of the
      State of Nevada under the name Moregastech LLC. As is the case with our other
      subsidiaries, we intend to use such subsidiary for the purpose of acquiring
      technologies and business opportunities, as well as for development of
      activities, in fields of clean energy technologies.





On
      March
      27, 2007, we purchased from HEEF Holdings Ltd, a Nevis company, all the
      membership interests of Primecyl
      LLC., a limited liability company organized in the State of New York
      (“Primecyl”). Primecyl owns 99.5% of the ownership interests of Ukcyl Ltd, a
      company registered in Ukraine. The purchase
      was made pursuant
      to a Membership Purchase Agreement with HEEF Holdings Ltd., dated as of such
      date. In
      consideration therefore, we agreed to pay to HEEF Holdings Ltd $40,000. As
      a
      result of such transaction, Primecyl and Ukcyl Ltd. have become our
      subsidiaries. Ukcyl Ltd intends to become a prominent player in the Compressed
      Natural Gas cylinders market in Ukraine.





Page
          18





On
      March
      30, 2007, our wholly owned subsidiary MoreGasTech LLC entered into a
      Collaboration Agreement with MoreGasTech (India) Private Limited and Mahinder
      Singh Khatkar. Pursuant to such agreement, we agreed to acquire 50% of the
      ownership of MoreGasTech India Private Limited. In consideration therefore,
      we
      agreed to pay such Company a purchase price of 4,100,000 Indian Rupees
      (approximately $93,300), payable by the issuance of equity capital or unsecured
      loans in the amount of such purchase price. MoreGasTech India Private Limited
      is
      a development stage company and has no current business operations or revenues.
      It intends to provide Compressed Natural Gas kits to the Indian Market, to
      be a
      supplier of the aftermarket conversion to Compressed Natural Gas and to Adsorbed
      Natural Gas. As of May 14, 2007, the formal confirmation from the relevant
      Indian authorizing entities, required in order to perform the transfer of funds
      to which we have committed in the Collaboration Agreement, was still to be
      received.





In
      the
      context of investigating
      and analyzing technologies and other business opportunities, we
      entered into various consulting agreements. Among
      others, we have signed with P.G. Engineering S.A. an agreement and several
      Task
      Orders related to the development of gas adsorbent materials. On January
      22, 2007 a Task Order was signed for the amount of $8,500 and on April 5, 2007
      a
      Task Order was signed for the amount of $10,000.





**Plan
      of Operation**





Over
      the
      next twelve months, we intend to continue engaging in the field of clean energy
      technologies, with special focus on developing and building our activities
      in
      the natural gas field, and more specifically in the Natural Gas Vehicles field.
      We also intend to continue analyzing a series of issues, markets, projects
      and
      investments proposed to us in areas related to clean energy technologies. We
      anticipate entering into additional agreements with experts and consultants
      in
      the relevant areas, in order to perform evaluations of the proposals. Such
      evaluation process may include in some cases the performance of evaluation
      experiments, which may require entering into subcontracting agreements with
      laboratories and companies capable of performing the same. We expect that once
      a
      proposal/project is identified as being of interest to us, we will enter into
      development activities and/or will purchase a stake in such activities and/or
      will invest in such activities.





**Results
      of Operations for the Three Months Ended March 31, 2007**





The
      consolidated financial statements include the accounts of Energtek, Inc. and
      all
      of its wholly owned and majority-owned subsidiaries. The analysis below does
      not
      relate to comparative figures of 2006, due to the shift of activities into
      the
      filed of clean energies, and the lack of materiality of the period January-March
      2006





**Revenue.** The
      Company generated no revenue for the three months ended March 31,
      2007.





**Consulting
      Expenses.** The
      Company incurred research and development expenses of $201,799 for the three
      months ended March 31, 2007. Consulting expenses consist primarily of expenses
      incurred for the analysis of clean energy technologies, analysis of clean energy
      processes and opportunities and in depth analysis of natural gas storage
      systems.





**General
      and Administrative Expenses.** General
      and administrative expenses consist of management compensation, rent,
      professional fees, telephone, travel and other general corporate expenses.
      General and administrative expenses were $388,104 for the three months ended
      March 31, 2007





**Interest
      Income, net.** The
      Company recorded net interest income of $4,681 for the three months ended March
      31, 2007.





Page
          19





**Liquidity
      and Capital Resources**





We
      have
      never had any revenues. Our cash balance at March 31, 2007 was $1,068,643.
      As of
      May 14, 2007 our un-audited cash balance is approximately $940,000. In order
      to
      implement our business plans, we may need to raise additional funds over the
      next twelve months. We have no specific plans, understandings or agreements
      with
      respect to the raising of such funds, and we may seek to raise the required
      capital by the issuance of equity or debt securities or by other means. Since
      we
      have no such arrangements or plans currently in effect, our inability to raise
      funds may have a severe negative impact on our ability to remain a viable
      company.





**Off
      Balance Sheet Arrangements**





We
      do not
      have any off balance sheet arrangements.





**Item
      3.**  **Controls
      and Procedures.**





**Evaluation
      of Disclosure Controls and Procedures**





Our
      disclosure controls and procedures are designed to ensure that information
      required to be disclosed in reports that we file or submit under the Securities
      Exchange Act of 1934 is recorded, processed, summarized and reported within
      the
      time periods specified in the rules and forms of the United States Securities
      and Exchange Commission. Our principal executive, financial, and accounting
      officer has reviewed the effectiveness of our "disclosure controls and
      procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
      and 15d-14(c)) within the within
      the end of the period covered by this Quarterly Report on Form 10-QSB and
      has
      concluded that the disclosure controls and procedures are effective to ensure
      that material information relating to the Company is recorded, processed,
      summarized, and reported in a timely manner.





There
      were no significant changes in our internal controls or in other factors that
      could significantly affect these controls subsequent to the last day they were
      evaluated by our principal executive, financial, and accounting
      officer.





**Changes
      in Internal Controls over Financial Reporting**





There
      have been no changes in the Company's internal control over financial reporting
      during the last quarterly period covered by this report that have materially
      affected, or are reasonably likely to materially affect, the Company's internal
      control over financial reporting.








**PART
      II. OTHER INFORMATION**





**Item
      1.**  **Legal
      Proceedings.**





There
      are
      no pending legal proceedings to which the Company is a party or in which any
      director, officer or affiliate of the Company, any owner of record or
      beneficially of more than 5% of any class of voting securities of the Company,
      or security holder is a party adverse to the Company or has a material interest
      adverse to the Company. The Company’s property is not the subject of any pending
      legal proceedings.




Page
          20




**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds.**





**Unregistered
      Sales of Equity Securities**





Between
      January 18, 2007 and February 6, 2007, we raised $47,000 by selling 940,000
      shares of our common stock to seven non-U.S. persons pursuant to a Regulation
      S
      Subscription Agreement entered into with each such person. The purchase price
      paid to the Company for the purchase of such shares was $0.05 per share,
      amounting in the aggregate to $47,000. The shares were offered and sold pursuant
      to a placement held under Regulation S promulgated under the Securities Act
      of
      1933, as amended. Each purchaser represented to us that such purchaser was
      not a
      United States person (as defined in Regulation S) and was not acquiring the
      shares for the account or benefit of a United States person. Each purchaser
      further represented that at the time of the origination of contact concerning
      the subscription for the units and the date of the execution and delivery of
      the
      subscription agreement for such units, such purchaser was outside of the United
      States. The Company did not make any offers in the United States and there
      were
      no selling efforts in the United States. There were no underwriters or
      broker-dealers involved in the private placement and no underwriting discounts
      or commissions were paid.





On
      January 26, 2007, we raised $5,000 by selling 100,000 shares of our common
      stock
      to a purchaser pursuant to a Regulation D Subscription Agreement. The purchase
      price paid to the Company for the purchase of such shares was $0.05 per share,
      amounting in the aggregate to $5,000. This transaction was conducted in reliance
      upon an exemption from registration provided under Regulation D promulgated
      under the Securities Act of 1933. The purchaser represented to the Company
      that
      he was an accredited investor (as such term is defined under Rule 501 of
      Regulation D), and the transaction did not involve any form of general
      solicitation or advertising There were no underwriters or broker-dealers
      involved in the private placement and no underwriting discounts or commissions
      were paid.





On
      February 16, 2007, we raised $400,000 by selling 1,111,111 shares of our common
      stock to a purchaser pursuant to a Regulation S Subscription Agreement entered
      into with such person. The purchase price paid to the Company for the purchase
      of such shares was $0.36 per share, amounting in the aggregate to $400,000.
      The
      shares were offered and sold pursuant to a placement held under Regulation
      S
      promulgated under the Securities Act of 1933, as amended. The purchaser
      represented to us that such purchaser was not a United States person (as defined
      in Regulation S) and was not acquiring the shares for the account or benefit
      of
      a United States person. The purchaser further represented that at the time
      of
      the origination of contact concerning the subscription for the units and the
      date of the execution and delivery of the subscription agreement for such units,
      such purchaser was outside of the United States. The Company did not make any
      offers in the United States and there were no selling efforts in the United
      States. There were no underwriters or broker-dealers involved in the private
      placement and no underwriting discounts or commissions were paid.





On
      February 23, 2007, we raised $250,000 by selling to a purchaser 500,000 units
      of
      the Company’s securities, each unit consisting of one share of common stock and
      two warrants, one of which was designated the Class 2007-D Warrant and the
      other
      the Class 2007-E Warrant. Each Class 2007-D Warrant entitles the holder thereof
      to purchase one share of common stock at a purchase price of $0.75 until June
      30, 2008. Each Class 2007-E Warrant entitles the holder thereof to purchase
      one
      share of common stock at a purchase price of $1.05 until December 31, 2009.
      The
      purchase price paid to the Company for each unit was $0.50, amounting in the
      aggregate to $250,000. The units were offered and sold pursuant to a placement
      held under Regulation S promulgated under the Securities Act of 1933, as
      amended. The purchaser represented to us that such purchaser was not a United
      States person (as defined in Regulation S) and was not acquiring the shares
      for
      the account or benefit of a United States person. The purchaser further
      represented that at the time of the origination of contact concerning the
      subscription for the units and the date of the execution and delivery of the
      subscription agreement for such units, such purchaser was outside of the United
      States. We did not make any offers in the United States, and there were no
      selling efforts in the United States. There were no underwriters or
      broker-dealers involved in the private placement and no underwriting discounts.
      A commission is due in the amount of $12,500 and additional 25,000 shares of
      our
      common stock were issued as commission.




Page
          21





On
      March
      6, 2007, we raised $29,762 by selling to a purchaser 59,524 units of the
      Company’s securities, each unit consisting of one share of common stock and two
      warrants, one of which was designated the Class 2007-D Warrant and the other
      the
      Class 2007-E Warrant. Each Class 2007-D Warrant entitles the holder thereof
      to
      purchase one share of common stock at a purchase price of $0.75 until June
      30,
      2008. Each Class 2007-E Warrant entitles the holder thereof to purchase one
      share of common stock at a purchase price of $1.05 until December 31, 2009.
      The
      purchase price paid to the Company for each unit was $0.50, amounting in the
      aggregate to $29,762. The units were offered and sold pursuant to a placement
      held under Regulation S promulgated under the Securities Act of 1933, as
      amended. The purchaser represented to us that such purchaser was not a United
      States person (as defined in Regulation S) and was not acquiring the shares
      for
      the account or benefit of a United States person. The purchaser further
      represented that at the time of the origination of contact concerning the
      subscription for the units and the date of the execution and delivery of the
      subscription agreement for such units, such purchaser was outside of the United
      States. We did not make any offers in the United States, and there were no
      selling efforts in the United States. There were no underwriters or
      broker-dealers involved in the private placement and no underwriting discounts.
      A commission is due in the amount of $1,488 and additional 2,976 shares of
      our
      common stock were issued as commission.





On
      March
      16, 2007, we raised $34,000 by selling to a purchaser 68,000 units of the
      Company’s securities, each unit consisting of one share of common stock and two
      warrants, one of which was designated the Class 2007-D Warrant and the other
      the
      Class 2007-E Warrant. Each Class 2007-D Warrant entitles the holder thereof
      to
      purchase one share of common stock at a purchase price of $0.75 until June
      30,
      2008. Each Class 2007-E Warrant entitles the holder thereof to purchase one
      share of common stock at a purchase price of $1.05 until December 31, 2009.
      The
      purchase price paid to the Company for each unit was $0.50, amounting in the
      aggregate to $68,000. The units were offered and sold pursuant to a placement
      held under Regulation S promulgated under the Securities Act of 1933, as
      amended. The purchaser represented to us that such purchaser was not a United
      States person (as defined in Regulation S) and was not acquiring the shares
      for
      the account or benefit of a United States person. The purchaser further
      represented that at the time of the origination of contact concerning the
      subscription for the units and the date of the execution and delivery of the
      subscription agreement for such units, such purchaser was outside of the United
      States. We did not make any offers in the United States, and there were no
      selling efforts in the United States. There were no underwriters or
      broker-dealers involved in the private placement and no underwriting discounts.
      A commission is due in the amount of $1,700 and additional 3,400 shares of
      our
      common stock were issued as commission.





On
      March
      27, 2007, we raised $287,000 by selling to a purchaser 574,000 units of the
      Company’s securities, each unit consisting of one share of common stock and two
      warrants, one of which was designated the Class 2007-D Warrant and the other
      the
      Class 2007-E Warrant. Each Class 2007-D Warrant entitles the holder thereof
      to
      purchase one share of common stock at a purchase price of $0.75 until June
      30,
      2008. Each Class 2007-E Warrant entitles the holder thereof to purchase one
      share of common stock at a purchase price of $1.05 until December 31, 2009.
      The
      purchase price paid to the Company for each unit was $0.50, amounting in the
      aggregate to $287,000. The units were offered and sold pursuant to a placement
      held under Regulation S promulgated under the Securities Act of 1933, as
      amended. The purchaser represented to us that such purchaser was not a United
      States person (as defined in Regulation S) and was not acquiring the shares
      for
      the account or benefit of a United States person. The purchaser further
      represented that at the time of the origination of contact concerning the
      subscription for the units and the date of the execution and delivery of the
      subscription agreement for such units, such purchaser was outside of the United
      States. We did not make any offers in the United States, and there were no
      selling efforts in the United States. There were no underwriters or
      broker-dealers involved in the private placement and no underwriting discounts.
      A commission is due in the amount of $14,350 and additional 28,700 shares of
      our
      common stock were issued as commission.




Page
          22




On
      March
      28 and March 29, 2007, we raised $70,000 by selling to purchasers 140,000 units
      of the Company’s securities, each unit consisting of one share of common stock
      and two warrants, one of which was designated the Class 2007-D Warrant and
      the
      other the Class 2007-E Warrant. Each Class 2007-D Warrant entitles the holder
      thereof to purchase one share of common stock at a purchase price of $0.75
      until
      June 30, 2008. Each Class 2007-E Warrant entitles the holder thereof to purchase
      one share of common stock at a purchase price of $1.05 until December 31, 2009.
      The purchase price paid to the Company for each unit was $0.50, amounting in
      the
      aggregate to $70,000. The units were offered and sold pursuant to a placement
      held under Regulation S promulgated under the Securities Act of 1933, as
      amended. The purchasers represented to us that such purchasers were not United
      States persons (as defined in Regulation S) and were not acquiring the shares
      for the account or benefit of a United States person. The purchasers further
      represented that at the time of the origination of contact concerning the
      subscription for the units and the date of the execution and delivery of the
      subscription agreement for such units, such purchasers were outside of the
      United States. We did not make any offers in the United States, and there were
      no selling efforts in the United States. There were no underwriters or
      broker-dealers involved in the private placement and no underwriting discounts.
      Commissions are due in the amount of $3,500 and additional 7,000 shares of
      our
      common stock were issued as commission.





On
      April
      26 and April 27, 2007, we raised $230,000 by selling to purchasers 460,000
      units
      of the Company’s securities, each unit consisting of one share of common stock
      and two warrants, one of which was designated the Class 2007-D Warrant and
      the
      other the Class 2007-E Warrant. Each Class 2007-D Warrant entitles the holder
      thereof to purchase one share of common stock at a purchase price of $0.75
      until
      June 30, 2008. Each Class 2007-E Warrant entitles the holder thereof to purchase
      one share of common stock at a purchase price of $1.05 until December 31, 2009.
      The purchase price paid to the Company for each unit was $0.50, amounting in
      the
      aggregate to $230,000. The units were offered and sold pursuant to a placement
      held under Regulation S promulgated under the Securities Act of 1933, as
      amended. The purchasers represented to us that they were not United States
      persons (as defined in Regulation S) and were not acquiring the shares for
      the
      account or benefit of a United States person. The purchasers further represented
      that at the time of the origination of contact concerning the subscription
      for
      the units and the date of the execution and delivery of the subscription
      agreement for such units, such purchasers were outside of the United States.
      We
      did not make any offers in the United States, and there were no selling efforts
      in the United States. There were no underwriters or broker-dealers involved
      in
      the private placement and no underwriting discounts. Commissions are due in
      the
      amount of $11,500 and additional 23,000 shares of our common stock were issued
      as commission.





**Purchases
      of equity securities by the issuer and affiliated
      purchasers**


None.





**Item
      3.**  **Defaults
      Upon Senior Securities.**


None.





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


None




Page
          23




**Item
        5.**  **Other
        Information.**
 
 **Change
        in Principal Independent Accountants**
 
 The
        Company changed its principal independent accountants on May 10, 2007, as
        discussed below. On such date, Madsen & Associates, CPA’s ceased serving as
        the Company’s principal independent accountants, and the Company retained Ziv
        Haft - BDO Member Firm.
 
 On
        May 1,
        2007, the Company received notice from Madsen & Associates, CPA’s informing
        us that they would be resigning from their position as the Company’s principal
        independent accountants. Such notice informed the Company that such resignation
        was necessary because geographical and logistical limitations deriving from
        the
        fact that significant operations and assets of the Company are carried in
        several countries will make it impractical for them to continue serving as
        the
        principal auditor for the Company. Madsen & Associates, CPA’s was the
        independent registered public accounting firm for the Company’s previous two
        fiscal years and for the period since then and until May 1, 2007. None of
        Madsen
& Associates, CPA’s reports on the Company’s financial statements during
        either of the Company’s previous two fiscal years and for the period since then
        and until May 1, 2007, (a) contained an adverse opinion or disclaimer of
        opinion, or (b) was modified as to audit scope or accounting principles,
        except
        that such reports included a note relating to the Company’s ability to continue
        as a going concern, or (c) contained any disagreements on any matters of
        accounting principles or practices, financial statement disclosure, or auditing
        scope or procedures, which disagreements, if not resolved to the satisfaction
        of
        Madsen & Associates, CPA’s, would have caused it to make reference to the
        subject matter of the disagreements in connection with its reports. None
        of the
        reportable events set forth in Item 304(a)(1)(iv)(B) of Regulation S-B occurred
        during the period in which the Madsen & Associates, CPA’s served as the
        Company’s principal independent accountants.
 
 The
        Company has provided Madsen & Associates, CPA’s with a copy of this
        disclosure and has requested that Madsen & Associates, CPA’s furnish it with
        a letter addressed to the U.S. Securities and Exchange Commission (“SEC”)
        stating whether it agrees with the above statements, and if not, stating
        the
        respects in which it does not agree. The Company has requested Madsen &
Associates, CPA’s to provide the letter so that it can be filed with the SEC
        within ten business days after the filing of the report or registration
        statement, and such letter shall be filed by the Company within two business
        days after receipt.
 
 On
        May
        10, 2007, the Company retained Ziv Haft - BDO Member Firm as its principal
        independent accountants. Such decision was recommended and approved by the
        Company’s board of directors. During the Company’s two most recent fiscal years
        and through May 10, 2007:
 
 (1)
        The
        Company did not consult Ziv Haft - BDO Member Firm regarding either the
        application of accounting principles to a specified transaction, either
        completed or proposed, or the type of audit opinion that might be rendered
        on
        the Company’s financial statements, except that Ziv Haft - BDO Member Firm
        served as the accountants of the Company’s subsidiaries;
  (2)
        Neither a written report nor oral advice was provided to the Company by Ziv
        Haft
        - BDO Member Firm that they concluded was an important factor considered
        by the
        Company in reaching a decision as to the accounting, auditing or financial
        reporting issue; and
 
 (3)
        The
        Company did not consult Ziv Haft - BDO Member Firm regarding any matter that
        was
        either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of
        Regulation S-B and the related instructions) or any of the reportable events
        set
        forth in Item 304(a)(1)(iv)(B) of Regulation S-B.
  Page
            24
  **Purchase
        Agreement**
 
 As
        previously disclosed on our Form 8-K dated April 17, 2007 and filed with
        the
        Securities and Exchange Commission on April 23, 2007, our subsidiary, Ukcyl
        Ltd.
        entered into a Purchase Agreement, dated April 17, 2007, with Pavlograd Plant
        for Technological Equipment, a Ukrainian limited liability company, pursuant
        to
        which Ukcyl Ltd. agreed to purchase certain machinery. The material terms
        of
        such agreement are described in such Form 8-K. Attached hereto as Exhibit
        10.1
        is a copy of the agreement.
 
 **Angstore
        Technologies Ltd.**
 
 On
        April
        29, 2007, we once more partially exercised the option we have for investing
        in
        Angstore Technologies Ltd. through purchasing its shares, pursuant to an
        in
        accordance our Letter of Agreement, dated November 8, 2006. On such date,
        we
        purchased 1,363 shares of common stock of Angstore Technologies Ltd., which
        shares represent approximately 11.18% of the outstanding shares of common
        stock
        of the said company. We are now the owners of 2,181 shares of common stock
        of
        Angstore Technologies Ltd., which shares represent approximately 19.5% of
        the
        outstanding shares of common stock of the said company.


**Item
      6.**  **Exhibits**





Exhibit
                No.
            
            Description10.1
            
            Purchase
                Agreement, dated April 17, 2007, between Ukcyl Ltd. and Pavlograd
                Plant
                for Technological Equipment (English Translation) (filed
                herewith)10.2
            
            Letter
                of Agreement, dated November 8, 2006, between the Company and Angstore
                Technologies Ltd. (annexed as Exhibit 10.1 to the Quarterly Report
                on Form
                10-QSB for the quarter ended September 30, 2006 filed with the Securities
                and Exchange Commission on November 14, 2006 and incorporated herein
                by
                reference)10.3
            
            Form
                of Regulation S Subscription Agreement (annexed as an exhibit to
                the Form
                8-K filed with the Securities and Exchange Commission on March 2,
                2007 and
                incorporated herein by reference)10.4
            
            Form
                of Class 2007-D Warrant Agreement (annexed as Exhibit 10.15 to the
                Form
                8-K filed with the Securities and Exchange Commission on March 2,
                2007 and
                incorporated herein by reference)10.5
            
            Form
                of Class 2007-E Warrant Agreement (annexed as Exhibit 10.16 to the
                Form
                8-K filed with the Securities and Exchange Commission on March 2,
                2007 and
                incorporated herein by reference)31.1
            
            Certification
                Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                200232.1
            
            Certification
                Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
                the
                Sarbanes-Oxley Act of 2002








Page
            25





**SIGNATURES**





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





Dated:
      May 15, 2007




ENERGTEK
              INC.By:
            /s/ Doron
              UzielName:
                 Doron Uziel
              Title:
                 President, Chief Executive Officer, Chief Financial Officer, Chief
                Accounting Officer, and Director (Principal Executive, Financial,
                and
                Accounting Officer)




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          26