UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-Q





[X] QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT
      OF 1934




For
      the
      quarter ended March 31, 2008





[ 
      ] 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
              -------------------------------------------------
              (State
                or other jurisdiction of incorporation)
            42-1708652
              --
                --------------------------------------
              (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)





Indicate
      by check mark whether the registrant (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 [  ]





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





Large
                accelerated filer ̈
            Accelerated
                filer ̈








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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
      [
 ]  No [ X ]





The
      number of shares outstanding of the issuer’s common stock as of May 11, 2008 was
      71,861,259 shares of common stock.


2


**TABLE
      OF CONTENTS**














PART
                I - FINANCIAL INFORMATION
            4Item
                1.
            Financial
                Statements.
            4NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS
            9**Note
                1 - Business Organization and Summary of Significant Accounting
                Policies**
            9NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS
            10**Note
                1 - Business Organization and Summary of Significant Accounting Policies
                (Cont.)**
            10NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS
            11**Note
                1 - Business Organization and Summary of Significant Accounting Policies
                (Cont.)**
            11**Note
                2 - Stockholders Equity**
            11**Note
                3 - Going Concern**
            11**Note
                4 - Subsequent Events:**
            11Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operations.
            12Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk.
            16Item
                4T.
            Controls
                and Procedures.
            16PART
                II - OTHER INFORMATION
            18Item
                1.
            Legal
                Proceedings.
            18Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds.
            18Item
                3.
            Defaults
                Upon Senior Securities.
            19Item
                4.
            Submission
                of Matters to a Vote of Security Holders.
            19Item
                5.
            Other
                Information.
            19Item
                6.
            Exhibits
            20




3




**PART
      I - FINANCIAL INFORMATION**





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





The
      accompanying financial statements have been prepared by Energtek Inc.
      ("Energtek" or "the Company") without audit.  In the opinion of management,
      all adjustments (which include only normal recurring adjustments) necessary
      to
      present fairly the financial position, results of operations and cash flows
      at
      March 31, 2008 and 2007 and for the periods then ended have been made.
 Certain information and footnote disclosures normally included in
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted.
 It is suggested that these condensed financial statements be read in
      conjunction with the financial statements and notes thereto included in the
      Company’s December 31, 2007 audited financial statements.  The results of
      operations for the periods ended March 31, 2008 and 2007 are not necessarily
      indicative of the operating results for the full year.


4




ENERGTEK
                INC.(A
                DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED
                CONDENSED BALANCE SHEET





Note
            
            As
                of
              31/03/2008
              (Unaudited)
              $
            
            As
                of
              31/12/2007
              (Audited)
              $**ASSETS**Current
                AssetsCash
                and Cash Equivalents
            
            1,956,200
            
            
            2,527,681Advances
                paid to suppliers
            
            
            
            
            
            364,188
            
            
            274,150Vat
                Refund Receivable
            
            
            
            
            
            106,763
            
            
            127,296Prepaid
                expenses and others
            
            9,651
            
            
            9,397Inventory
            
            
            
            
            
            13,836
            
            
            -**Total
                current assets**
            
            
            
            
            
            2,450,638
            
            
            2,938,524**ADVANCES&DEPOSITS**
            
            
            
            
            
            45,622
            
            
            33,337**FIXED
                ASSETS, NET**
            
            
            
            
            
            207,783
            
            
            185,577**INVESTMENTS:**Investments
                in Shares
            
            
            
            
            
            24,500
            
            
            24,500Patent
                rights
            
            
            
            
            
            40,736
            
            
            41,92065,236
            
            
            66,420**TOTAL
                ASSETS**
            
            2,769,279
            
            
            3,223,858**LIABILITIES
                AND SHAREHOLDER EQUITY**Short
                Term Loans
            
            
            
            
            
            481,997
            
            
            468,965Accounts
                payable and Accrued Liabilities
            
            
            
            
            
            228,954
            
            
            239,448**TOTAL
                CURRENT LIABILITIES**
            
            710,951
            
            
            708,413**SHAREHOLDER
                EQUITY**
            
            
            2Preferred
                Stock: $0.001 par value; 5,000,000 authorized,none
                issued and outstandingCommon
                Stock: $0.001 par value; 750,000,000 authorized, 71,111,259 issued
                and
                outstanding
            
            
            
            
            
            71,111
            
            
            70,754Additional
                Paid-in Capital
            
            
            
            
            
            7,568,444
            
            
            7,251,051Accumulated
                Deficit
            
            
            
            
            
            (5,581,227
            )
            
            (4,806,360
            )TOTAL
                SHAREHOLDER EQUITY
            
            
            
            
            
            2,058,328
            
            
            2,515,445**Total
                Liabilities and Stockholders' Equity**
            
            2,769,279
            
            
            3,223,858


5





ENERGTEK
                INC.(A
                DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED
                CONDENSED STATEMENTS OF OPERATIONS





Three
                Months Ended
            
            Since
                theNote
            
            March-31
            
            March-31
            
            beginning
                of
              the
                development stage entity2008
            
            2007
            
            until
                March 31, 2008Revenues
            
            
            
            
            
            -
            
            
            -
            
            
            -Operating
                Expenses:Consulting
            
            
            
            
            
            98,256
            
            
            201,799
            
            
            1,335,617Consulting-Related
                parties
            
            
            
            
            
            -
            
            
            -
            
            
            122,900Research
                and
              Development
                expenses
            
            
            
            
            
            166,390
            
            
            -
            
            
            1,497,225Market
                Research-
              Related
                parties
            
            
            
            
            
            -
            
            
            -
            
            
            120,020General
                and administrative
              expenses
            
            
            
            
            
            503,920
            
            
            388,104
            
            
            2,034,745Total
                Operating Expenses
            
            
            
            
            
            768,566
            
            
            589,903
            
            
            5,110,506Net
                loss from operations
            
            
            
            
            
            (768,566
            )
            
            (589,903
            )
            
            (5,110,506
            )Other
                IncomeInterest
                Income (losses), net
            
            
            
            
            
            (6,300
            )
            
            4,681
            
            
            (35,397
            )Investments
                impairment
            
            
            
            
            
            -
            
            
            -
            
            
            (50,000
            )Patent
                impairment
            
            
            
            
            
            -
            
            
            -
            
            
            (100,000
            )Total
                other income(expenses)
            
            
            
            
            
            (6,300
            )
            
            4,681
            
            
            (185,397
            )Net
                Loss
            
            
            
            
            
            (774,866
            )
            
            (585,222
            )
            
            (5,295,903
            )Weighted
                Average Shares
              Common
                Stock
              Outstanding
            
            
            
            
            
            71,009,490
            
            
            50,208,512Net
                Loss Per Common Share
              (Basic
                and Fully Diluted)
            
            
            
            
            
            (0.01
            )
            
            (0.01
            )


6




ENERGTEK
                INC.(A
                DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED
                CONDENSED STATEMENTS OF CASH FLOWS





Three
                Months Ended
            
            Since
                theMarch-31
            
            March-31
            
            beginning
                of
              the
                development stage entity2008
            
            2007
            
            until
                March 31, 2008**Cash
                Flows from Operating Activities:**Net
                Loss
            
            
            (774,866
            )
            
            (585,222
            )
            
            (5,295,903
            )Adjustments
                to reconcile net loss to net cashProvided
                by operating activities:Depreciation
                and Amortization
            
            
            11,056
            
            
            39,358
            
            
            1,130,764Foreign
                exchange difference on loans
            
            
            13,032
            
            
            
            
            
            54,908Impairment
                and Adjustments of Patent
            
            
            -
            
            
            -
            
            
            102,147Impairment
                of Option Investment
            
            
            -
            
            
            -
            
            
            50,000Non-employees'
                share compensation
            
            
            62,750
            
            
            181,268
            
            
            759,293Severance
                pay liability
            
            
            -
            
            
            -
            
            
            (11,295
            )Decrease
                (Increase) in accounts receivable
            
            
            5,240
            
            
            370
            
            
            (121,565
            )Increase
                in Inventory
            
            
            (13,836
            )
            
            -
            
            
            (13,836
            )Accounts
                payable and accrued liabilities
            
            
            (10,494
            )
            
            68,191
            
            
            (2,532
            )**Net
                cash used in Operating Activities**
            
            
            (707,118
            )
            
            (296,035
            )
            
            (3,348,019
            )**Cash
                Flows to Investing Activities:**Investment
                in new-consolidated subsidiaries and purchase of new-activity
            
            
            -
            
            
            (10,327
            )
            
            (160,688
            )Investment
                in shares
            
            
            -
            
            
            (30,000
            )
            
            (24,500
            )Investment
                in Option
            
            
            -
            
            
            -
            
            
            (50,000
            )Deposit
            
            
            (12,285
            )
            
            (4,755
            )
            
            (41,931
            )Advances
                paid to suppliers of fixed assets
            
            
            (75,000
            )
            
            -
            
            
            (334,340
            )Purchase
                of fixed assets
            
            
            (32,078
            )
            
            (303
            )
            
            (151,346
            )**Net
                cash used in Investing Activities**
            
            
            (119,363
            )
            
            (45,385
            )
            
            (762,805
            )**Cash
                Flows from Financing Activities:**Issuance
                of common stock
            
            
            255,000
            
            
            1,122,762
            
            
            4,618,262Warrants
                exercise
            
            
            -
            
            
            -
            
            
            1,295,000




7


Redemption
                of warrants
            
            
            -
            
            
            -
            
            
            (250,000
            )Repayment
                of loan
            
            
            -
            
            
            -
            
            
            (220,000
            )**Net
                cash from Financing Activities**
            
            
            255,000
            
            
            1,122,762
            
            
            5,443,262**Net
                Increase (Decrease) in Cash**
            
            
            (571,481
            )
            
            781,342
            
            
            1,332,438Cash
                at Beginning of Period
            
            
            2,527,681
            
            
            287,301
            
            
            623,762**Cash
                at End of Period**
            
            
            1,956,200
            
            
            1,068,643
            
            
            1,956,200




8


ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Note
      1 -** **Business
      Organization and Summary of Significant Accounting
      Policies**




**About
      Energtek**





Energtek
      provides proprietary solutions to meet the technical, economical and logistical
      challenges of Natural Gas (NG) delivery for vehicles worldwide, with a major
      focus on the 2- and 3-wheel vehicles market.


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”.





**Inception
      of Development Stage**





The
      cumulative data from inception of the development stage entity is presented
      since September, 2006, when the Company changed its area of activities to clean
      energy related technologies.




**Condensed
      Financial Statements**





The
      accompanying financial statements have been prepared by the Company without
      audit.  In the opinion of management, all adjustments (which include only
      normal recurring adjustments) necessary to present fairly the financial
      position, at March 31, 2008 and the results of operations and cash flows at
      March 31, 2008 and 2007 and for the periods then ended have been made. Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with accounting principles generally accepted in the
      United States of America have been condensed or omitted.  It is suggested
      that these condensed financial statements be read in conjunction with the
      financial statements and notes thereto included in the Company’s December 31,
      2007 audited financial statements.  The results of operations for the
      periods ended March 31, 2008 and 2007 are not necessarily indicative of the
      operating results for the full year.




*Recently
      Issued Standards*




In
      March
      2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
      Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about
      Derivative Instruments and Hedging Activities - An Amendment of SFAS
      No. 133” (“SFAS 161”). SFAS 161 seeks to improve financial reporting for
      derivative instruments and hedging activities by requiring enhanced disclosures
      regarding the impact on financial position, financial performance, and cash
      flows. To achieve this increased transparency, SFAS 161 requires (1) the
      disclosure of the fair value of derivative instruments and gains and losses
      in a
      tabular format; (2) the disclosure of derivative features that are credit
      risk-related; and (3) cross-referencing within the footnotes. SFAS 161 is
      effective for us on January 1, 2009. We are in the process of evaluating
      the new disclosure requirements under SFAS 161.


****  9


ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





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





In
      December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
      Combinations” (“SFAS 141R”). SFAS 141R continues to require the purchase method
      of accounting to be applied to all business combinations, but it significantly
      changes the accounting for certain aspects of business combinations. Under
      SFAS
      141R, an acquiring entity will be required to recognize all the assets acquired
      and liabilities assumed in a transaction at the acquisition-date fair value
      with
      limited exceptions. SFAS 141R will change the accounting treatment for certain


specific
      acquisition related items including: (1) expensing acquisition related
      costs as incurred; (2) valuing noncontrolling interests at fair value at
      the acquisition date; and (3) expensing restructuring costs associated with
      an acquired business. SFAS 141R also includes a substantial number of new
      disclosure requirements. SFAS 141R is to be applied prospectively to business
      combinations for which the acquisition date is on or after January 1, 2009.
      We expect SFAS 141R will have an impact on our accounting for future business
      combinations once adopted but the effect is dependent upon the acquisitions
      that
      are made in the future.




In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements” (“SFAS 160”). SFAS 160 establishes new
      accounting and reporting standards for the noncontrolling interest in a
      subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
      noncontrolling interest in a subsidiary (minority interest) is an ownership
      interest in the consolidated entity that should be reported as equity in the
      Consolidated Financial Statements and separate from the parent company’s equity.
      Among other requirements, this statement requires consolidated net income to
      be
      reported at amounts that include the amounts attributable to both the parent
      and
      the noncontrolling interest. It also requires disclosure, on the face of the
      Consolidated Statement of Operations, of the amounts of consolidated net income
      attributable to the parent and to the noncontrolling interest. This statement
      is
      effective for us on January 1, 2009. This amount was included in retirement
      and insurance programs and other long-term obligations on our Consolidated
      Balance Sheets. We are still in the process of evaluating the impact SFAS 160
      will have on our Consolidated Financial Statements.




*Recently
      Adopted Standards*




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 allows
      entities to voluntarily choose to measure certain financial assets and
      liabilities at fair value (“fair value option”). The fair value option may be
      elected on an instrument-by-instrument basis and is irrevocable, unless a new
      election date occurs. If the fair value option is elected for an instrument,
      SFAS 159 specifies that unrealized gains and losses for that instrument be
      reported in earnings at each subsequent reporting date. SFAS 159 was effective
      for us on January 1, 2008. We did not apply the fair value option to any of
      our outstanding instruments and, therefore, SFAS 159 did not have an impact
      on
      our Condensed Consolidated Financial Statements.


10




ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





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




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), which defines fair value, establishes a framework for measuring
      fair value in accordance with generally accepted accounting principles, and
      expands disclosures about fair value measurements. SFAS 157 was effective for
      us
      on January 1, 2008 for all financial assets and liabilities and for
      nonfinancial assets and liabilities recognized or disclosed at fair value in
      our
      Condensed Consolidated Financial Statements on a recurring basis (at least
      annually). For all other nonfinancial assets and liabilities, SFAS 157 is
      effective for us on January 1, 2009. As it relates to our non-pension
      financial assets and liabilities and for nonfinancial assets and
      liabilities recognized or disclosed at fair value in our Condensed Consolidated
      Financial Statements on a recurring basis (at least annually), the adoption
      of
      SFAS 157 did not have a material impact on our Condensed Consolidated Financial
      Statements. We are still in the process of evaluating the impact that SFAS
      157
      will have on our pension related financial assets and our nonfinancial assets
      and liabilities not valued on a recurring basis (at least
      annually).





**Note
      2 - Stockholders Equity** ****




Between January
      1, 2008 and March 31, 2008, the Company raised an aggregate of $255,000 by
      selling to purchasers an aggregate of 340,000 units of the Company’s
      securities, each unit consisting of one share of common stock and one warrant,
      designated Class 2007-J Warrant. Each Class 2007-J Warrant entitles the holder
      thereof to purchase one share of common stock at a purchase price of $1.50
      until
      February 28, 2011. The purchase price paid to the Company for each unit was
      $0.75. Commissions
      in cash, in the amount of $12,750 are to be paid on the said fund raising and
      additional 17,000 shares of our common stock are to be issued as commission.





**Note
      3 - 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 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.




**Note
      4 -** **Subsequent Events** **:**




On
      April
      1, 2008 the Company signed an agreement with Chelsea Holdings, Inc. (hereinafter
      "CHELSEA") for the provision of PR/IR services for a period of 90 days,
      renewable for successive periods of 90 days. In exchange .for their services
      the
      Company agreed to issue to CHELSEA 50,000 (fifty thousand) shares of common
      stock of the Company. The agreement provides for no other payments except of
      reimbursement of expenses pre-approved by the Company ****




On
      April
      15, 2008, the Company raised an aggregate of $500,000 by selling to purchasers
      an aggregate of 666,667 units of the Company’s securities, each unit
      consisting of one share of common stock and one warrant, designated Class 2007-J
      Warrant. Each Class 2007-J Warrant entitles the holder thereof to purchase
      one
      share of common stock at a purchase price of $1.50 until February 28, 2011.
      The
      purchase price paid to the Company for each unit was $0.75.. Commissions in
      cash, in the amount of $25,000 are to be paid on the said fund raising and
      additional 33,333 shares of our common stock are to be issued as commission.


11


ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS




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





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





This
      Management’s Discussion and Analysis or Plan of Operation should be read in
      conjunction with the financial statements and the notes thereto.





**Forward-Looking
      Statements**





This
      Form
      10-Q contains forward-looking statements. For this purpose, any statements
      contained in this Form 10-Q 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, 1998 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 its wholly-owned subsidiary, Energtek Inc., a Nevada corporation,
      which was 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.




On
      or
      about May 24, 2006, we changed our focus to the field of clean energy
      technologies, with special emphasis being put on the field of Natural Gas
      Vehicles (NGV). We are currently preparing our infrastructure for operations
      through some of our subsidiaries and we are also looking at various alternatives
      in this field





12





Following
      the change of control of the Company in May 2006, Energtek has focused
      on:


·
            Identifying
                and assessing alternative energy technologies and opportunities;
                and


·
            Acquiring,
                establishing and supporting the activities of several subsidiaries
                in the
                U.S., Israel, India and Ukraine.





The
      Company enables the conversion of vehicles, especially two and three wheelers,
      into natural gas powered vehicles, allowing this much cleaner and cheaper fuel
      to replace other more expensive and environmentally damaging fuel
      sources.





We
      currently have no business operations or revenues. We are devoting substantially
      all of our efforts to establishing a new business. In our efforts to establish
      such new business, our management has been engaged principally in the following
      activities: raising funds; investigating clean energy technologies and related
      business opportunities; analyzing proposed or identified opportunities; entering
      into agreements for pursuing such opportunities; identifying management and
      industry specialists; and acquiring operational and technological
      assets.





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. We currently have six subsidiaries and one
      affiliate. All of our subsidiaries and affiliates are in development
      stage.





We
      have
      the following six subsidiaries:





1.
            Moregastech
                LLC, a Nevada limited liability
                company.


2.
            Primecyl
                LLC, a New York limited liability
                company.


3.
            Energtek
                Products Ltd., a company organized under the laws of the State of
                Israel.


4.
            GATAL
                (Natural Gas for Israel) Ltd., a company organized under the laws
                of the
                State of Israel.


5.
            Angstore
                Technologies Ltd., a company organized under the laws of the State
                of
                Israel.


6.
            Ukcyl
                Ltd., a company registered in Ukraine (99.5% ownership through Primecyl
                LLC).





We
      also
      own, through Moregastech LLC, 50% of the issued and outstanding shares of
      Moregastech India Private Limited, a company registered in India.





**Business
      conducted or under development through Subsidiaries and Affiliate:**




·
            **AngStore
                Technologies Ltd, Israel:**Developer of Adsorbed Natural Gas (ANG) storage technology


·
            **Energtek
                Products Ltd, Israel:**Developer
                of Natural Gas (NG) bulk transportation
                technologies


·
            **GATAL
                Ltd, Israel:**Distribution of Natural Gas utilizing bulk NG transportation technology,
                and facilitator of Natural Gas Vehicles (NGV)
                projects


·
            **MoreGasTech
                India Private Limited, India:**Manufacturing and distribution of NGV equipment and pipeless gas
                supply
                technology


·
            **Ukcyl
                Ltd, Ukraine:**Manufacturing of high-pressure gas storage tanks


·
            **Moregastech
                LLC, USA:**Supplier of NGV Infrastructure and high-pressure
                equipment




We
      intend
      to further acquire or establish additional subsidiaries in selected countries,
      in order to sustain our business activities in such countries.


Specific
      fast interchangeable tanks (FIT) and low-pressure mobile pipeline (LMP) business
      development efforts are ongoing in several countries: Philippines, India,
      Israel, Thailand, and Indonesia.





13


On
      March
      17, 2008, the Company executed a Memorandum of Understanding with Confidence
      Petroleum India Ltd., a company traded on the Bombay Stock Exchange, which
      has
      been operating for several years in India manufacturing cylinders for liquefied
      petroleum gas and is among the major manufacturers in Asia of such cylinders.
      Confidence and the Company will form a joint venture for fostering the
      introduction of natural gas on-board vehicle systems, for the supply of natural
      gas in India and surrounding countries through the use of bulk transportation
      systems and for manufacturing and marketing high pressure cylinders and
      ancillary equipment. Confidence shall invest $2,000,000 in the venture in
      exchange for, among others, approximately 50% interest in Primecyl.





On
      May 2,
      2008 in furtherance of the terms of the MOU, the Company and Confidence
      Petroleum India signed another agreement which provides that the joint venture
      will have exclusivity in India, Pakistan, Bangladesh and Sri-Lank for the sales
      of Natural Gas through the use of the FIT and LMP systems developed by the
      Company. The exclusivity is subject to the joint venture obtaining funding
      of at
      least $23,000,000 for the projects to take place in the mentioned countries.
      Pursuant to the agreements, it is the responsibility of Confidence to obtain
      the
      financing for the projects.




**Plan
      of Operation**




Over
      the
      next twelve months, we intend to continue investing and engaging in the field
      of
      natural gas and clean energy technologies, initially focusing on activities
      related to natural gas. We intend to develop the activities in which we have
      invested and increase our research and development efforts. 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.





We
      are
      contemplating the opening of subsidiaries in the Philippines and in the European
      Union. The expansion of activities that already took place and those that are
      planned will require the expansion of the teams of the Company and its
      subsidiaries.


In
      the
      last period our engineering and PR teams have been enlarged. We expect further
      enlargements of the engineering team, the R&D team, the team in the
      Philippines, the team in India, the business development team and others
      teams.





**Results
      of Operations for the Three Months Ended March 31, 2008**





The
      consolidated financial statements include the accounts of Energtek, Inc. and
      all
      of its wholly owned and majority-owned subsidiaries.




**Revenue.** The
      Company has never generated any revenues.





14


**Consulting
      Expenses.** During
      the quarter ended March 31, 2008, we incurred $98,256 in consulting expenses
      compared with $201,799 for the three months ended March 31, 2007. Expenses
      for
      the quarter ended March 31, 2008 consist primarily of expenses incurred for
      the
      analyses financial situation, processes and business opportunities compared
      with
      the three months ended March 31, 2007 where expenses consisted primarily of
      expenses incurred for the analyses of clean energy technologies, as well as
      in
      depth analyses of natural gas storage systems and production processes for
      such
      systems.





**Research
      and Development expenses.** During
      the quarter ended March 31, 2008, we incurred $166,390 in research and
      development expenses compared with no expenses for the three months ended March
      31, 2007. We started in research and development activity after full acquisition
      of Angstore Technologies Ltd took place in August 2007.





**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 $503,920 during the quarter ended
      March
      31, 2008 compared with $388,104 for the three months ended March 31, 2007.
      Increase in G&A expenses is a result of increase in travel expenses and
      salary.





**Interest
      Income, net.** The
      Company recorded net interest losses of $6,300 during the quarter ended March
      31, 2008 compared with net interest income of $4,681 for the three months ended
      March 31, 2007.





**Going
      Concern Consideration**





For
      the
      fiscal quarter ended March 31, 2008, the Company recorded a net loss of $774,866
      and an accumulated deficit of $5,581,227. The Company's consolidated financial
      statements were 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 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 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.





**Off
      Balance Sheet Arrangements**





Our
      wholly-owned subsidiary UkCyl Ltd has total commitments for the acquisition
      of
      the equipment **** in **** amount
      of
      $198,660 (not including value added taxes) as follows:





On
      April
      17, 2007, UkCyl entered into a Purchase Agreement with Pavlograd Plant for
      Technological Equipment, a Ukrainian limited liability company (“Pavlograd”).
      Pursuant to such agreement, Pavlograd agreed to sell to UkCyl certain machinery.
      The aggregate purchase price to be paid by UkCyl to Pavlograd for such machinery
      is approximately $343,000. **** Up
      to
      April 10, 2008 the company has paid to Pavlograd total $174,340 (not including
      value added taxes) according to the progress in the done work.





On
      September 26, 2007, UkCyl entered into an agreement with Dynatech Furnaces
      (Bombay) Pvt. Ltd. (“Dynatech”) to purchase a high pressure steel seamless
      Cylinder Heat Treatment Furnace Line (the “Agreement”). UkCyl is to pay a total
      purchase price of $190,000, which will be paid in three installments at
      specified intervals. The first installment, in the amount of $85,000, was paid
      to Dynatech within 10 weeks following execution of the Agreement.


An
      inspection and approval of the equipment took place in India in March 2008,
      Dynatech  dismantled the equipment and prepared it for shipment to Ukcyl’s
      facility in Ukraine. Dynatech received a second installment in the amount of
      $75,000.





15


Upon
      arrival of the equipment to Ukcyl's facilities in Ukraine, Dynatech shall assist
      in the installation and testing of the equipment. Following the installation
      and
      the initial operation of the equipment, Dynatech shall be paid $30,000
      representing the balance of the purchase price. In the event the equipment
      does
      not conform to the specifications required pursuant to the Agreement, Dynatech
      shall pay damages in the amount of $160,000. The payment of such damage amount
      does not limit any other legal rights and remedies available to
      Ukcyl.





The
      equipment purchased is subject to a one year warranty as of the date of
      installation and commencement of operation in Ukcyl’s facility. In addition, for
      a period of three years following installation, Dynatech shall provide technical
      support with respect to the operation of the equipment.





**Item
                3.**
            **Quantitative
                and Qualitative Disclosures About Market
                Risk.**





Smaller
      reporting companies are not required to provide the information required by
      Item
      305.





**Item
                4T.**
            **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 and financial officer have
      reviewed the effectiveness of our "disclosure controls and procedures" (as
      defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15 within
      the end of the period covered by this Quarterly Report on Form 10-Q and
      have
      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.





**Changes
      in Internal Controls over Financial Reporting**




Our
      management is responsible for establishing and maintaining adequate internal
      control over our financial reporting. Internal control over financial reporting
      is designed to provide reasonable assurance to our management and the board
      of
      directors regarding the reliability of financial reporting and the preparation
      and fair presentation of published financial statements. Because of its inherent
      limitations, internal control over financial reporting may not prevent or detect
      misstatements. Therefore, even those systems determined to be effective can
      provide only reasonable assurances with respect to financial statement
      preparation and presentation. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may decline.




16


**PART
      II - OTHER INFORMATION**





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




On
      October 17, 2007, Ukcyl filed two legal demands with the Court for Commercial
      Demands at Perechyn, Ukraine, against Steatit - Open Joint Stock Company
      ("SOJSC"), the seller of a building that was bought by Ukcyl. In the demands,
      Ukcyl requested that the Court order the SOJSC to comply with the Sale-Purchase
      Agreement dated May 15, 2007, by removing machinery belonging to the SOJSC
      and
      demolishing an old building located on the premises. The location of the
      machinery and old building do not currently prevent us from constructing Ukcyl’s
      facility or commencing operations. The demands further requested that SOJSC
      be
      ordered to pay the Company’s legal expenses incurred in connection with these
      actions.





According
      to the decisions of the Court dated November 23, 2007, SOJSC was ordered to
      remove from the premises any object belonging to SOJSC and to demolish residuals
      of the old building. On January 11, 2008 the Department of the State Executive
      Service of the area opened an executive prosecution in pursuance of the order
      of
      the Court. To date, all equipment of SOJSC has been removed from the premises.
      With respect to demolishing the old building, SOJSC appealed the decision of
      the
      Court to the Lviv Court of Appeal (Court of Appeal). On February 12, 2008,
      the
      Court of Appeals ordered the dismissal of the appeal upon SOJSC’s request. The
      old building does not currently prevent Ukcyl from constructing the Company’s
      facility or commencing operations.





On
      January 3, 2008 the SOJSC filed a lawsuit with the Court for Commercial Demands
      - against Ukcyl concerning recognition of invalidity of certain clauses and
      appendix of the Agreement in the issues related to the purchased premises.
      On
      February 5, 2008 the case was closed due to the SOJSC’s failure to appear at the
      Court session.





During
      the quarter ended March 31, 2008, there were no pending legal proceedings to
      which the Company was 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 was a party adverse to
      the
      Company or had a material interest adverse to the Company. The Company’s
      property was not the subject of any pending legal proceedings.





**Item
                1A.**
            **Risk
                Factors.**





There
      have been no material changes to the risks to our business described in our
      Annual Report on Form 10-K for the year ended December 31, 2007 filed
      with the SEC on March 27, 2008.





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





**Unregistered
      Sales of Equity Securities**




On
      April
      1, 2008 we signed an agreement with Chelsea Holdings, Inc. (hereinafter
      "CHELSEA") for the provision of PR/IR services for a period of 90 days,
      renewable for successive periods of 90 days. In exchange for their services
      we
      agreed to issue to CHELSEA fifty thousand shares of common stock of the Company.
      The agreement provides for no other payments except of reimbursement of expenses
      pre-approved by the Company. The aforementioned securities were issued in
      reliance upon the exemption afforded by the provisions of Section 4(2) of the
      Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, and
      in
      reliance on the purchaser's representations as to its status as an accredited
      investor, and that it was acquiring the shares for investment purposes and
      with
      not a view to any sale or distribution. In addition, the shares bear a 1933
      Act
      restrictive legend.




17




On
      April 15, 2008, we raised an aggregate of $500,000 by selling to purchasers
      an
      aggregate of 666,667 units of the Company’s securities, each unit
      consisting of one share of common stock and one warrant, designated Class 2007-J
      Warrant. Each Class 2007-J Warrant entitles the holder thereof to purchase
      one
      share of common stock at a purchase price of $1.50 until February 28, 2011.
      The
      purchase price paid to the Company for each unit was $0.75. 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 in cash, in the amount
      of
      $25,000 are to be paid on the said fund raising and additional 33,333 shares
      of
      our common stock are to be 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.





**Item
                5.**
            **Other
                Information.**




On
      May 4,
      2008, the Board of Directors established a compensastion committee and appointed
      Mr. Yishai Aizik and Mr. Eliezer Sandberg as members of said
      committee.





On
      May 4,
      2008 the Board of Directors of the Company has approved issuance of up to
      7,500,000 shares of the Company's common stock in consideration of Employee
      Stock Option Plans ("ESOP") of the Company and its subsidiaries, out of which
      2,700,000 are reserved for issuance to Israeli resident employees under the
      Israeli ESOP. The remaining 5,200,000 shares of common stock are reserved for
      issuance under future ESOPs.





On
      May 4,
      2008, the Company adopted an Employee Stock Option Plan providing for the grant
      of an aggregate of 7, 500,000 shares of common stock pursuant to such plan,
      2,700,000 of which are reserved for issuance to Israeli resident employees
      of
      the Company and its affiliates.





18


On
      May 4,
      2008, the Company amended its Management Services Agreement with EuroSpark
      S.A.,
      a Belgian corporation, providing for an increase in the monthly management
      fee
      payable to EuroSpark from €6,600 Euros to €12,000 Euros per month. EuroSpark
      provides operational and financial management services to the Company through
      Lev Zaidenberg, the chief executive officer and a director of
      Eurospark.





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




**Exhibit
                No.**********
            
            **Description**31.1
            
            Principal
                Executive Officer Certification Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.31.2
            
            Principal
                Financial Officer Certification Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.32.1
            
            Principal
                Executive Officer Certification Pursuant to 18 U.S.C. Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2
            
            Principal
                Financial Officer Certification Pursuant to 18 U.S.C. Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.10.33
            
            Appendix
                to Management Services Agreement with Eurospark S.A.10.34
            
            2008-IL
                key employee option plan


19





**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
      14,
      2008






ENERGTEK
      INC.


By::
              /s/
                  Lev Zaidenberg
              By:
              /s/
                  Doron UzielName:
              Lev
                  Zaidenberg
              Name:
              Doron
                  UzielTitle:
              Chief
                  Executive Officer
              Title:
              Treasurer(Principal
                  Executive Officer)
              
              (Principal
                  Financial Officer)


20