UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-Q





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                ACT OF 1934




For
      the
      quarterly period ended September 30, 2008





 ̈
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                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 or organization)
            
            (IRS
                Employer Identification No.)




Energtek
      Inc


11
      East
      44th Street, 19th floor ,
      NY
      10017


(Address
      of principal executive offices, Zip Code)





(516)
      887-8200


(Registrant’s
      telephone number, including area code)




N/A


(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 Securities Exchange Act of 1934 during the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes
x
      No  ̈





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




(Do
      not
      check if a smaller reporting company)





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 November 15,
      2008 was 75,014,410 shares of common stock.





**TABLE
      OF CONTENTS**





PART
                I - FINANCIAL INFORMATION
            3Item
                1.
            Financial
                Statements.
            3**Note
                1 - Business Organization and Summary of Significant Accounting
                Policies**
            7**Note
                1 - Business Organization and Summary of Significant Accounting Policies
                (Cont.)**
            8**Note
                1 - Business Organization and Summary of Significant Accounting Policies
                (Cont.)**
            9**Note
                2 - Stockholders Equity**
            9**Note
                3- Stock Based Compensation**
            10**Note
                4 - Going Concern**
            11Item
              2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            12Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk.
            16Item
                4T.
            Controls
                and Procedures.
            16PART
                II - OTHER INFORMATION
            17Item
                1.
            Legal
                Proceedings.
            17Item
                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
            19




2




**PART
      I - FINANCIAL INFORMATION**





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





The
      accompanying financial statements have been prepared by Energtek Inc.
      ("Energtek" or "the Company") and are unaudited.  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 September 30, 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, which were filed with
      the Securities and Exchange Commission on March 27, 2008 with the Company’s
      annual report on Form 10-K.  The results of operations for the periods
      ended September 30, 2008 and 2007 are not necessarily indicative of the
      operating results for the full year.




3




ENERGTEK
      INC.


(A
      DEVELOPMENT STAGE ENTERPRISE)


CONSOLIDATED
      CONDENSED BALANCE SHEET




Note
            
            As
                of
              30/09/2008
              (Unaudited)
              $
            
            As
                of
              31/12/2007
              (Audited)
              $**ASSETS**Current
                AssetsCash
                and Cash Equivalents
            
            
            
            
            
            1,654,851
            
            
            2,527,681Deposits
                in bank
            
            
            
            
            
            514,831
            
            
            -Accounts
                receivable and prepaid expenses
            
            
            
            
            
            483,859
            
            
            410,843Inventory
            
            
            
            
            
            17,399
            
            
            -**Total
                current assets**
            
            
            
            
            
            2,670,940
            
            
            2,938,524**ADVANCES&DEPOSITS**
            
            
            
            
            
            57,915
            
            
            33,337**FIXED
                ASSETS, NET**
            
            
            
            
            
            513,351
            
            
            185,577**INVESTMENTS:**Investments
                in Shares
            
            
            
            
            
            24,500
            
            
            24,500Patent
                rights
            
            
            
            
            
            38,096
            
            
            41,92062,596
            
            
            66,420**TOTAL
                ASSETS**
            
            
            
            
            
            3,304,802
            
            
            3,223,858**LIABILITIES
                AND SHAREHOLDER EQUITY**Short
                Term Loans
            
            
            
            
            
            402,467
            
            
            468,965Accounts
                payable and Accrued Liabilities
            
            
            
            
            
            305,289
            
            
            239,448**TOTAL
                CURRENT LIABILITIES**
            
            
            
            
            
            707,756
            
            
            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, 75,014,410 issued
                and
                outstanding
            
            
            
            
            
            75,014
            
            
            70,754Additional
                Paid-in Capital
            
            
            
            
            
            18,464,530
            
            
            7,251,051Accumulated
                Deficit
            
            
            
            
            
            (15,942,498
            )
            
            (4,806,360
            )TOTAL
                SHAREHOLDER EQUITY
            
            
            
            
            
            2,597,046
            
            
            2,515,445**Total
                Liabilities and Stockholders' Equity**
            
            3,304,802
            
            
            3,223,858


4




ENERGTEK
      INC.


(A
      DEVELOPMENT STAGE ENTERPRISE)


CONSOLIDATED
      CONDENSED STATEMENTS OF OPERATIONS





Three
                Months Ended
            
            Nine
                Months Ended
            
            Since
                the
                beginning
                  of
                the
                  development stage entity untilSeptember-30
            
            September-30
            
            September-30
            
            September-30
            
            September
                30,Note
            
            2008
            
            2007
            
            2008
            
            2007
            
            2008Revenues
            
            
            
            
            
            
            
            —
            
            —
            
            —Operating
                Expenses:Consulting
            
            
            
            
            
            58,659
            
            
            111,218
            
            
            213,878
            
            
            421,615
            
            
            1,451,239Consulting-Related
                parties
            
            
            
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            122,900Research
                and
              Development
                expenses
            
            
            
            
            
            257,104
            
            
            385,289
            
            
            653,660
            
            
            1,185,442
            
            
            1,984,495Research
                and Development expenses - Share Based Compensation
            
            
            3
            
            
            428,172
            
            
            —
            
            
            428,172
            
            
            —
            
            
            428,172Market
                Research-Related
                parties
            
            
            
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            120,020General
                and administrativeexpenses-
                Share Based Compensation
            
            
            3
            
            
            7,584,620
            
            
            —
            
            
            7,738,120
            
            
            —
            
            
            7,908,120General
                and administrativeexpenses
            
            
            
            
            
            730,324
            
            
            444,229
            
            
            2,099,821
            
            
            1,140,285
            
            
            3,460,646Total
                Operating Expenses
            
            
            
            
            
            9,058,879
            
            
            940,736
            
            
            11,133,651
            
            
            2,747,342
            
            
            15,475,591Net
                loss from operations
            
            
            
            
            
            (9,058,879
            )
            
            (940,736
            )
            
            (11,133,651
            )
            
            (2,747,342
            )
            
            (15,475,591
            )Other
                IncomeInterest
                Income (losses),net
            
            
            
            
            
            23,798
            
            
            7,451
            
            
            (2,486
            )
            
            (9,159
            )
            
            (31,583
            )Investments
                impairment
            
            
            
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (50,000
            )Patent
                impairment
            
            
            
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (100,000
            )Total
                other income(expenses)
            
            
            
            
            
            23,798
            
            
            7,451
            
            
            (2,486
            )
            
            (9,159
            )
            
            (181,583
            )Net
                Loss
            
            
            
            
            
            (9,035,081
            )
            
            (933,285
            )
            
            (11,136,137
            )
            
            (2,756,501
            )
            
            (15,657,174
            )0Weighted
                Average Shares
              Common
                Stock
              Outstanding
            
            
            
            
            
            74,950,708
            
            
            62,916,603
            
            
            72,831,212
            
            
            55,768,248Net
                Loss Per Common Share
              (Basic
                and Fully Diluted)
            
            
            
            
            
            (0.12
            )
            
            (0.01
            )
            
            (0.15
            )
            
            (0.05
            )




5





ENERGTEK
      INC.


(A
      DEVELOPMENT STAGE ENTERPRISE)


CONSOLIDATED
      CONDENSED STATEMENTS OF CASH FLOWS




Three
                Months Ended
            
            Nine
                Months Ended
            
            Since
                the
                beginning
                  of
                the
                  development stage entity untilSeptember-30
            
            September-30
            
            September-30
            
            September-30
            
            September
                30,2008
            
            2007
            
            2008
            
            2007
            
            2008**Cash
                Flows from Operating Activities:**Net
                Loss
            
            
            (9,035,081
            )
            
            (933,285
            )
            
            (11,136,137
            )
            
            (2,756,501
            )
            
            (15,657,174
            )Adjustments
                to reconcile net loss to net cashProvided
                by operating activities:Depreciation
                and Amortization
            
            
            11,265
            
            
            281,503
            
            
            32,794
            
            
            1,116,465
            
            
            1,152,502Foreign
                exchange difference on loans
            
            
            (38,803
            )
            
            38,151
            
            
            5,269
            
            
            38,151
            
            
            47,145Impairment
                and Adjustments of Patent
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            102,147Impairment
                of Option Investment
            
            
            —
            
            
            —
            
            
            —
            
            
            
            
            
            50,000Non-employees'
                share compensation
            
            
            8,106,127
            
            
            63,025
            
            
            8,405,489
            
            
            334,393
            
            
            9,102,032Severance
                pay liability
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (11,295
            )Decrease
                (Increase) in accounts receivable and prepaid expenses
            
            
            (25,203
            )
            
            (13,283
            )
            
            (73,017
            )
            
            (38,867
            )
            
            (199,822
            )Increase
                in Inventory
            
            
            (2,925
            )
            
            —
            
            
            (17,399
            )
            
            —
            
            
            (17,399
            )Accounts
                payable and accrued liabilities
            
            
            (80,696
            )
            
            (527,278
            )
            
            65,841
            
            
            (224,438
            )
            
            73,803**Net
                cash used in Operating Activities**
            
            
            (1,065,316
            )
            
            (1,091,167
            )
            
            (2,717,160
            )
            
            (1,530,797
            )
            
            (5,358,061
            )**Cash
                Flows to Investing Activities:**Investment
                in new-consolidated subsidiaries and purchase of new-activity
            
            
            —
            
            
            —
            
            
            —
            
            
            (160,688
            )
            
            (160,688
            )Investment
                in shares
            
            
            —
            
            
            —
            
            
            —
            
            
            (24,500
            )
            
            (24,500
            )Investment
                in Option
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (50,000
            )Deposit
            
            
            (517,308
            )
            
            (4,958
            )
            
            (539,409
            )
            
            (16,953
            )
            
            (569,055
            )Advances
                paid to suppliers of fixed assets
            
            
            —
            
            
            —
            
            
            (75,000
            )
            
            —
            
            
            (334,340
            )Purchase
                of fixed assets
            
            
            (66,243
            )
            
            (58,615
            )
            
            (281,744
            )
            
            (196,166
            )
            
            (401,012
            )**Net
                cash used in Investing Activities**
            
            
            (583,551
            )
            
            (63,573
            )
            
            (896,153
            )
            
            (398,307
            )
            
            (1,539,595
            )**Cash
                Flows from Financing Activities:**Issuance
                of common stock
            
            
            —
            
            
            1,240,500
            
            
            2,917,250
            
            
            4,143,262
            
            
            7,280,512Warrants
                exercise
            
            
            —
            
            
            1,295,000
            
            
            —
            
            
            1,295,000
            
            
            1,295,000Redemption
                of warrants
            
            
            (105,000
            )
            
            —
            
            
            (105,000
            )
            
            (250,000
            )
            
            (355,000
            )Repayment
                of loan
            
            
            —
            
            
            —
            
            
            (71,767
            )
            
            —
            
            
            (291,767
            )**Net
                cash from Financing Activities**
            
            
            -105,000
            
            
            2,535,500
            
            
            2,740,483
            
            
            5,188,262
            
            
            7,928,745**Net
                Increase (Decrease) in Cash**
            
            
            (1,753,867
            )
            
            1,380,760
            
            
            (872,830
            )
            
            3,259,158
            
            
            1,031,089Cash
                at Beginning of Period
            
            
            3,408,718
            
            
            2,165,699
            
            
            2,527,681
            
            
            287,301
            
            
            623,762**Cash
                at End of Period**
            
            
            1,654,851
            
            
            3,546,459
            
            
            1,654,851
            
            
            3,546,459
            
            
            1,654,851




6


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, and on Bulk Transportation
      markets.




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 and are
      unaudited.  In the opinion of management, all adjustments necessary to
      present fairly the financial position, at September 30, 2008 and the results
      of
      operations and cash flows at September 30, 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 September 30,
      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.


****  7


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.




*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.




8


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. 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).SFAS 157 did not have an impact on our Condensed
      Consolidated Financial Statements.




**Note
      2 - Stockholders Equity**




Between January
      1, 2008 and September 30, 2008, the Company raised an aggregate of $2,917,250
      by
      selling to purchasers an aggregate of 3,889,667 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 $145,863 are to be paid with respect to such issuances
      and, in addition, 194,483 shares of our common stock are to be issued as
      commissions.





On
      July
      7, 2008, the Company’s board of directors authorized the redemption of 2,100,000
      outstanding Class B Warrants at a redemption price of $0.05 per warrant, for the
      aggregate amount of $105,000, pursuant to the terms of the Company’s warrant
      agreements with the holders of the Class B Warrants.





On
      June
      1, 2008 the Company signed an additional agreement with Chelsea Holdings, Inc.
      (hereinafter "CHELSEA") for the provision of public and investor relations
      services. The agreement has a term of 1 year and may be terminated by either
      party with 30 days notice. In exchange for the services, the Company agreed
      to
      issue to CHELSEA 350,000 shares of restricted common stock, of which 87,500
      shares were issued upon execution of the agreement, 87,500 shares were issued
      on
      September 1, 2008 and 87,500 additional shares will be issued on each of
      December 1, 2008 and March 1, 2009 **.** The
      Company recorded a total of $199,792 as G&A expenses and $93,334 Pre-Paid
      expenses in the period from June 1 ,2008 to September 30 ,2008 in connection
      with the issuances to CHELSEA pursuant to this agreement.




9


ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Note
      3- Stock Based Compensation**




Stock
      Options




1.
            Employee
                Stock Option Plans:




a.
            On
                May 4, 2008 the Board of Directors of the Company has adopted its
                2008
                Israeli Employees Stock Option Plan, applicable to Israeli Officers,
                Directors and Employees of the Company and its subsidiaries.




b.
            3,000,000
                shares of the Company's Common Stock were reserved in consideration
                of
                IL-2008 Stock Option Plan.




c.
            Stock
                Options to be granted under IL-2008 Stock Option Plan shall be subject
                to
                such exercise prices, and vesting schedule as shall be defined by
                the
                Company's Compensation Committee, or any other body, authorized by
                the
                Board of Directors.




d.
            As
                of September 30, 2008 options to purchase 995,000 shares of the Company's
                of common stock were granted to an Officer and a Director of the
                Company,
                subject to IL-2008 Stock Option Plan.




e.
            As
                of September 30, 2008, total fair value of options granted under
                IL-2008
                Stock Option Plan is $1,108,172, of which $108,412 has been expended.
                The
                remaining $996,760 is expected to be recognized over a period of
                2.5
                years.




f.
            Options
                for the remaining 2,000,000 shares of common stock are reserved for
                issuance in future periods.




2.
            Stock
                Options granted to the Company's
                CEO.




a.
            On
                August 24, 2008 the Board of Directors of the Company has approved
                the
                grant of 5,000,000 Warrants to the Company's CEO, Mr. Lev
                Zaidenberg.




b.
            Each
                of the aforementioned Warrants entitled Mr. Zaidenberg to purchase
                a
                single share of the Company's common stock, subject to the following
                exercise prices and periods:





Warrants
            
            Exercise
                Price
            
            Exercisable
                Until2,000,000
            
            $
            0.36
            
            
            December
                31, 20101,000,000
            
            $
            0.50
            
            
            June
                30, 2011400,000
            
            $
            0.75
            
            
            December
                31,2011400,000
            
            $
            1.05
            
            
            June
                30, 2012400,000
            
            $
            1.50
            
            
            December
                31, 2012400,000
            
            $
            2.00
            
            
            June
                30, 2013400,000
            
            $
            2.50
            
            
            December
                31,2013




c.
            The
                entire aforementioned warrants are fully vested upon
                grant.




d.
            Total
                fair value of aforementioned warrants is $7,542,550, all recognized
                as
                stock based compensation expenses in the third quarter of
                2008.




3.
            Other
                Stock Options grants:




a.
            Until
                September 30, 2008 the Company has granted several of its subsidiaries'
                officers, directors and service providers with 1,795,080 Warrants.




b.
            Each
                such Warrant represents the right to purchase a single share of the
                Company's common stock, and is subject to various exercise prices,
                periods
                and vesting.




c.
            As
                of September 30, 2008, total fair value of all such outstanding warrants
                was $615,438, out of which $170,00 have been recognized in 2007,
                $336,140
                in 2008, and the remaining $109,298 is expected to be recognized
                over a
                period of 2.6 years.


10


ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS




**Note
      3 - Stock Based Compensation (Cont.)**




4.
            The
                following table summarizes the changes in the above stock options
                for
                2008:




Stock
                Options
            
            Weighted
                Average Exercise Price
            
            Weighted
                Average Remaining Contractual Term (as of September 30,
                2008)
            
            Fair
                ValueOutstanding
                December 31, 2007
            
            
            1,488,000
            
            $
            0.3
            
            
            4.6
            
            $
            347,693Granted
                during 2008
            
            
            6,307,080
            
            $
            0.8
            
            
            3.5
            
            $
            8,935,910Forfeited
                during 2008
            
            
            101,000
            
            $
            0.4
            
            
            5.5
            
            $
            17,444Outstanding
                September 30, 2008
            
            
            7,694,080
            
            $
            0.7
            
            
            3.7
            
            $
            9,266,160Exercisable
                as of September 30, 2008
            
            
            6,978,805
            
            $
            0.7
            
            
            3.6
            
            $
            8,176,423





5.
            The
                fair value of each of the aforementioned stock option is estimated
                on the
                date of grant using the Black-Sholes 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 the Company and similar
                companies over a period equal to the expected term; The risk free
                rate is
                based on the U.S. Treasury bonds with constant maturity for a term
                consistent with the expected term of the award, as in effect on the
                day of
                grant.





6.
            The
                fair value of options granted during the 9 month period ended September
                30, 2008 was estimated using the following assumptions: (a) average
                expected term of the option of 2.1 years (b) average risk free interest
                rate of 1.88% (c) dividend yield of 0% and (d) volatility of
                79.8%.





**Note
      4 - 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 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.


11




**Item
      2.**  **Management’s
      Discussion and Analysis of Financial Condition and Results 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 of Financial Condition and Results of
      Operations should be read in conjunction with the financial statements and
      the
      notes thereto included elsewhere in this Form 10-Q.





**Forward-Looking
      Statements**





This
      Form
      10-Q contains forward-looking statements. 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 as
      those
      that are not historical in nature, particularly those that use terminology
      such
      as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,”
“estimates,” “believes,” “plans,” “projects,” “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 profitably, (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 in 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
      authorized shares of common stock from 50,000,000 to 250,000,000 shares, and
      decreased the authorized number of our preferred shares from 10,000,000 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 decided to engage in the field of clean energy
      technologies with an emphasis on Natural Gas Vehicles (“NGV”) and Natural Gas
      transportation. We are currently preparing our infrastructure for operations
      through our subsidiaries. We intend to focus on:





·
            Identifying
                and assessing alternative energy technologies and opportunities;
                and


·
            Acquiring,
                establishing and supporting the activities of alternative energy
                operating
                companies in the U.S., Israel, India, the Ukraine and Southeast
                Asia.




12




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 our new business. We currently have seven
      subsidiaries and one affiliate. All of our subsidiaries and our affiliate are
      in
      the development stage. Following the changes in the market conditions, that
      abruptly reflected on the financial markets starting September 2008, the Board
      and the management of the Company implemented a program (the "Streamlining
      Plan") aimed to focus on continuous marketing activities for the products of
      the
      Company in the Asian markets, while delaying or stopping activities in other
      operational fronts, reducing the current expenses of the Company.





We
      have
      the following seven subsidiaries:





1.
                Moregastech
                    LLC, a Nevada limited liability company registered on February
                    22,
                    2007;


2.
            Primecyl
                LLC, a New York limited liability company registered on October 27,
                2006;


3.
            Energtek
                Products Ltd., a company organized under the laws of the State of
                Israel
                on September 3, 2008;


4.
            GATAL
                (Natural Gas for Israel) Ltd., a company organized under the laws
                of the
                State of Israel on November 16,
                2006;


5.
            Angstore
                Technologies Ltd., a company organized under the laws of the State
                of
                Israel on May 25, 2003;


6.
            Ukcyl
                Ltd., a company registered in Ukraine on January15, 2007 (99.5% ownership
                through Primecyl LLC); and


7.
            Energtek
                Philippines Inc., a company registered in Philippines on June 13,
                2008.


8.
            Energtek
                Far East - a company registered in Singapore on June 25
                ,2008





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





The
      business conducted or under development through our subsidiaries and our
      affiliate is:




·
            **Moregastech
                LLC:**Supply of NGV infrastructure and high-pressure
                equipment;


·
            **Energtek
                Products Ltd.:**Development
                of natural gas (“NG”) bulk transportation
                technologies;


·
            **GATAL
                Ltd.:**Distribution of NG utilizing bulk NG transportation technology, and
                facilitator of NGV projects;


·
            **Angstore
                Technologies Ltd.:**Development of Adsorbed Natural Gas (“ANG”) storage
                technology;


·
            **Ukcyl
                Ltd.:**Manufacturer
                of high-pressure gas storage tanks;
                Following the Streamlining Plan, the activities in this subsidiary
                have
                been substantially reduced. Recently, the Board has decided on a
                full
                cease of these activities.


·
            **Energtek
                Philippines Inc.:**Provision
                of solution for conversion of two of and three wheeled vehicles into
                NG
                powered vehicles; and


·
            **MoreGasTech
                India Private Limited:**Marketing of the Company's products and solutions. Possible manufacturing
                and distribution of NGV equipment and pipeless gas supply
                technology.





We
      intend
      to further acquire or establish additional subsidiaries in selected countries,
      in order to sustain our business activities in such countries. Specific business
      development efforts are ongoing
      in the Philippines, India, Israel, Thailand, and Indonesia.




13





**Plan
      of Operation**





Over
      the
      next twelve months, we intend to continue investing and engaging mainly in
      the
      field of NG. We intend to develop the activities in which we have invested
      and
      increase our research and development efforts. We also intend to continue
      analyzing markets, projects and investments proposed to us in relevant areas.





The
      expansion of activities that already took place and the expansion that is
      planned will require the expansion of the personnel of the Company and its
      subsidiaries. Our engineering and public relations personnel have been
      increased. Following the Streamlining Plan we have delayed further increases
      in
      our staff, which will be required as the operations develop.





As
      of
      November 12, we are working in India for receiving the authorities' approvals
      for our transportation solutions, and we are investing in parallel in marketing
      efforts towards the time that the permits will be in place. In Indonesia we
      are
      involved in marketing efforts; we have signed two non-binding Memorandums of
      Understanding for joint natural gas distribution activities, and we are working
      both on operational and legal aspects to transform these Understandings into
      agreements. We are working in the Philippines on the instrumentation of
      conversion of tricycles to the "CNG-lite", concentrating as of now in receiving
      all the required permits for these activities. In all the markets we are
      checking the possibility of local financing for the activities.





**Material
      Changes in Financial Condition**





On
      September 30, 2008 we had cash and cash equivalents (including total deposits
      of
      $514,831) of $2,169,682, a decrease of approximately 14.2% as compared to cash
      and cash equivalents of $2,527,681 on December 31, 2007. Although accounts
      receivable and prepaid expenses increased by approximately 17.5%, from $410,843
      on December 31, 2007 to $483,859 on September 30, 2008, and we had inventory
      valued at $17,399 on September 30, 2008 as compared to no inventory on December
      31, 2007, total current assets dropped by approximately 9.1%, from $2,938,524
      on
      December 31, 2007 to 2,670,940 on September 30, 2008. The drop in current assets
      resulted primarily from a decrease in net cash received from financing
      activities, including issuances of common stock and warrant exercises, which
      amounted to $2,535,500 and $5,188,262, respectively, in the three and nine
      month
      periods ended September 30, 2007, as compared to $0 and $2,845,483,
      respectively, in the three and nine month periods ended September 30,
      2008.




Material
      changes were also recorded in advances and deposits, which increased by
      approximately 73.7% from $33,337 on December 31, 2007 to $57,915 on September
      30, 2008. Advances and deposits consist primarily from deposits in bank and
      prepaid expenses to car rental companies. The increase in advances and deposits
      reflects primary increase in investing in bank deposits for period more than
      3
      months, and as a result additional deposits that the Company has made to car
      rental companies.





In
      addition, the value of our fixed assets increased by approximately 176.6%,
      from
      $185,577 on December 31, 2007 to $513,351 on September 30, 2008, as a result
      of
      investments in fixed assets of our Ukrainian company related to  manufacturing
      of high-pressure gas storage tanks plant.  .




14





Our
      liabilities pursuant to short term loans decreased by approximately 14.2%,
      from
      $468,965 on December
      31, 2007 to $402,467 on September 30, 2008, partial repayment of a loan to
      former related party.




Accounts
      payable and accrued liabilities increased by approximately 27.5%, from $239,448
      on December 31, 2007 to $305,289 on September 30, 2008, as a result of increase
      in the Company's volume of activity.




**Material
      Changes in Results of Operations**





The
      Company has not generated any revenues to date. Our net loss in the nine months
      ended September 30, 2008 was $11,136,137, an increase of approximately 304%
      as
      compared to our net loss of $2,756,501 in the nine months ended September 30,
      2007. In the three months ended September 30, 2008 our net loss was $9,035,081,
      an increase of 868.1% as compared to our net loss of $933,285 in the three
      months ended September 30, 2007. The increase in losses resulted primarily
      from
      stock based compensation expenses of $8,166,292, including the effects of stock
      based compensation pursuant to our 2008 Israeli Employees Stock Plan, and
      issuance of warrants to the Company's CEO, as described in more detail in
      footnote 3 in the accompanying financial statements.





The
      Company’s expenses include consulting expenses, stock based compensation,
      research and development expenses and general and administrative expenses.
      Total
      operating expenses increased by approximately 305.3% to $11,133,651 in the
      nine
      months ended September 30, 2008, from $2,747,342 in the nine months ended
      September 30, 2007. In the three months ended September 30, 2008 total operating
      expenses were $9,058,879, an increase of 863.02% from operating expenses on
      $940,736 in the three months ended September 30, 2007. The increases in
      operating expenses resulted primarily from stock based compensation expenses
      recorded in the third quarter of this year. With the implementation of the
      Streamlining plan the Company expects quarterly expenses. In he context of
      the
      implementation of the Streamlining Plan, Eurospark S.A. has agreed to reduce
      the
      charges for the services provided by the CEO of the Company. The new monthly
      charges, effective as of November 2008, that shall cover the salary, the
      additional costs related to the Salary and the coverage of car expenses shall
      amount to $14,670.





*Consulting
      Expenses*





The
      Company incurs consulting expenses in connection with the analysis of business
      opportunities. In the nine months ended September 30, 2008 we incurred $213,878
      in consulting expenses, a decrease of almost 50% as compared to consulting
      expenses of $421,615 in the nine month period ended September 30, 2007. In
      the
      three month period ended September 30, 2008 we incurred $58,659 in consulting
      expenses, a decrease of approximately 47.3% as compared to consulting expenses
      of $111,218 in the three month period ended September 30, 2007. These decreases
      resulted primarily from an increase in the number of employees of the Company
      and less reliance on independent consultants.





*Research
      and Development Expenses* **.**





In
      the
      nine months ended September 30, 2008 we incurred $653,660 in research and
      development expenses (not including $428,172 of stock based compensation that
      is
      related directly to our research and development activities), a decrease of
      approximately 44.9% as compared to research and development expenses of
      $1,185,442 in the nine month period ended September 30, 2007. In the three
      month
      period ended September 30, 2008 we incurred $257,104 in research and development
      expenses (not including $428,172 of stock based compensation that is related
      directly to our research and development activities), a decrease of
      approximately 33.3% as compared to research and development expenses of $385,289
      in the three month period ended September 30, 2007. In the nine months period
      ended September 30, 2007 we recorded an expense of $799,417 in connection with
      our acquisition of Angstore Technologies Ltd. The acquisition was accounted
      for
      as a purchase business combination. The consideration paid in the acquisition
      has been accounted for under FAS141 "Business Combinations". The Company
      allocated the total amount above to IPRD and expended it immediately in
      accordance with fin 4 **(** Applicability
      of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase
      Method (An Interpretation of FASB Statement No. 2)) **** If
      the
      said expense is neutralized the comparative figures will show the significant
      increase in in-house research and development expenses.





15





*General
      and Administrative Expenses.*





General
      and administrative expenses include marketing and business development efforts,
      management compensation, public and investor relations expenses, rent,
      professional fees, telephone, travel and other general corporate expenses.





In
      the
      nine months ended September 30, 2008 we incurred $2,099,821 in general and
      administrative expenses (not including $7,738,120 of stock based compensation),
      an increase of approximately 84.1% as compared to general and administrative
      expenses of $1,140,285 in the nine month period ended September 30, 2007. In
      the
      three month period ended September 30, 2008 we incurred $730,324 in general
      and
      administrative expenses (not including $7,584,620 of stock based compensation),
      an increase of almost 64.4.0% as compared to general and administrative expenses
      of $444,229 in the three month period ended September 30, 2007. These increases
      resulted primarily from the increased marketing and business development
      activities, and increased salary, commissions and travel expenses.





*Interest
      Income (Losses) Net.*





In
      the
      nine months ended September 30, 2008 we incurred $2,486 in net interest
      expenses, a decrease of approximately 72.9% as compared to interest expenses
      of
      $9,159 in the nine months ended September 30, 2007. In the three month ended
      September 30, 2008 we earned net interest in the amount of $23,798, an increase
      of almost 220% as compared to net interest in the amount of $7,451 earned in
      the
      three month period ended September 30, 2007. The increase in earned net interest
      reflects an increase in an exchange rate of the US dollar against the New
      Israeli Shekel.





**Going
      Concern Consideration**





As
      of
      September 30, 2008, the Company has recorded an accumulated deficit of
      $15,657,174. The Company's consolidated financial statements were prepared
      using
      generally accepted accounting principles applicable to a going concern, which
      contemplate the realization of assets and the liquidation of liabilities in
      the
      normal course of business. Additional funds are required in order to finance
      planned expansion activities and to service debt, which raises doubt about
      our
      ability to continue as a going concern. Continuation of the Company as a going
      concern is dependent upon our ability to obtain sufficient capital. There can
      be
      no assurance that we will be able to raise additional capital on acceptable
      terms, if at all. 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.




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





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





**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 principal financial officers have evaluated the effectiveness of our
      "disclosure controls and procedures" (as defined in the Securities Exchange
      Act
      of 1934 Rules 13a-15(e) and 15d-15(e)) as
      of the
      end of the period covered by this Quarterly Report on Form 10-Q and
      have
      concluded that our disclosure controls and procedures are effective to ensure
      that information relating to the Company is recorded, processed, summarized,
      and
      reported in a timely manner.




16





**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 a process designed by, or under the supervision of, our principal executive
      and principal financial officers and effected by our board of directors,
      management and other personnel, 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 financial statements
      for
      external purposes in accordance with generally accepted accounting principles.
      This process includes policies and procedures that (i) pertain to the
      maintenance of records that in reasonable detail accurately and fairly reflect
      the transactions and dispositions of the assets of the Company, (ii) provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the Company are
      being made only in accordance with authorizations of management and directors
      of
      the Company, and (iii) provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      Company's assets that could have a material effect on the 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.





Management
      has assessed of the effectiveness of the Company's internal control over
      financial reporting as of September 30, 2008 and has concluded that our internal
      control over financial reporting is effective. We have not identified any
      current material weaknesses, considering the nature and extent of our current
      operations, or any risks or errors in our financial reporting under current
      operations. There was no change in our internal control over financial reporting
      that occurred during the fiscal quarter ended September 30, 2008, that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.





**PART
      II - OTHER INFORMATION**





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





During
      the quarter ended September 30, 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.




17





**Item
      1A. Risk Factors.**




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





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





On
      September 1, 2008 we issued 87,500 shares of common stock to a certain service
      provider in consideration of public and investor relations services provided
      .
      The shares were issued pursuant to our investor relations agreement with the
      service provider, dated June 1, 2008, which provides for monthly payments of
      $5,000 and the issuance of an aggregate of 350,000 shares of common stock to
      Chelsea Holdings as consideration for public and investor relations services.
      The shares were issued without registration, pursuant to an exemption from
      the
      registration requirement of the Securities Act of 1933 under Section 4(2) of
      the
      Act, in a transaction not involving a public offering.





On
      September 1, 2008 we issued 6,000 shares of common stock to a certain service
      provider in consideration of public and investor relations services provided.
      The shares were issued pursuant to a verbal agreement, which provides for
      monthly payments of $1,500 and the issuance of an aggregate of 10,000 shares
      of
      common stock to the service provider in consideration of his services. The
      aforementioned securities were issued in reliance upon the exemption afforded
      by
      the provisions of Regulation S, as promulgated by the Securities and Exchange
      Commission under the Securities Act of 1933, as amended, based on the fact
      that
      at the time of the offer and sale of such securities to such service providers,
      the service providers were not inside the U.S., and in reliance on each of
      the
      service providers'' representation that such person was not a "U.S. person"
      (as
      defined in Regulation S) and is not acquiring the securities for the account
      or
      benefit of any U.S. person. In addition, the securities bear a Regulation S
      restrictive legend.





On
      April
      9, 2008 we granted 100,080 warrants to a director of our subsidiary. Each
      warrant entitles the director with right to purchase a single share of our
      common stock, at exercise price of $0.70. Warrants vest over a period of three
      years, and remain exercisable over a period of 3 years thereafter. The
      aforementioned securities were issued in reliance upon the exemption afforded
      by
      the provisions of Regulation S, as promulgated by the Securities and Exchange
      Commission under the Securities Act of 1933, as amended, based on the fact
      that
      at the time of the offer and sale of such securities to such service providers,
      the service providers were not inside the U.S., and in reliance on each of
      the
      service providers'' representation that such person was not a "U.S. person"
      (as
      defined in Regulation S) and is not acquiring the securities for the account
      or
      benefit of any U.S. person. In addition, the securities bear a Regulation S
      restrictive legend.





On
      April
      9, 2008 we granted 102,000 warrants to a consultant of the Company. Each warrant
      entitles the consultant with right to purchase a single share of our common
      stock, at exercise price of $1.26. Warrants vest over a period of one year,
      and
      remain exercisable until December 31, 2011. The aforementioned securities were
      issued were issued without registration, pursuant to an exemption from the
      registration requirement of the Securities Act of 1933 under Section 4(2) of
      the
      Act, in a transaction not involving a public offering.





On
      August
      22, 2008 we granted 30,000 warrants to an advisor of the Company. Each
      such warrant entitles the director with right to purchase a single share of
      our
      common stock, at exercise price of $0.50 until December 31, 2010. The
      aforementioned securities were issued in reliance upon the exemption afforded
      by
      the provisions of Regulation S, as promulgated by the Securities and Exchange
      Commission under the Securities Act of 1933, as amended, based on the fact
      that
      at the time of the offer and sale of such securities to such service providers,
      the service providers were not inside the U.S., and in reliance on each of
      the
      service providers'' representation that such person
      was not a "U.S. person" (as defined in Regulation S) and is not acquiring the
      securities for the account or benefit of any U.S. person. In addition, the
      securities bear a Regulation S restrictive legend.




18





On
      September 22 we Granted options to purchase 995,000 shares of our common stock,
      to an officer and a director of the Company. Options are subject to certain
      vesting and expiry schedules, and exercise prices between $0.36 and $1.50.
      The
      aforementioned securities were issued in reliance upon the exemption afforded
      by
      the provisions of Regulation S, as promulgated by the Securities and Exchange
      Commission under the Securities Act of 1933, as amended, based on the fact
      that
      at the time of the offer and sale of such securities to such service providers,
      the service providers were not inside the U.S., and in reliance on each of
      the
      service providers'' representation that such person was not a "U.S. person"
      (as
      defined in Regulation S) and is not acquiring the securities for the account
      or
      benefit of any U.S. person. In addition, the securities bear a Regulation S
      restrictive legend.




On
      September 22 we granted 5,000,000 warrants, all fully vested, to our CEO, Mr.
      Lev Zaidenberg. Each such warrant entitles Mr. Zaidenberg with the right to
      purchase a single share of our common stock, at exercise price ranging from
      $0.36 to $2.5. Warrants are exercisable over an average period of 3.2 years.
      The
      aforementioned securities were issued in reliance upon the exemption afforded
      by
      the provisions of Regulation S, as promulgated by the Securities and Exchange
      Commission under the Securities Act of 1933, as amended, based on the fact
      that
      at the time of the offer and sale of such securities to such service providers,
      the service providers were not inside the U.S., and in reliance on each of
      the
      service providers'' representation that such person was not a "U.S. person"
      (as
      defined in Regulation S) and is not acquiring the securities for the account
      or
      benefit of any U.S. person. In addition, the securities bear a Regulation S
      restrictive legend.




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





None.





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





None.





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





**None.**





**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.




19




**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Company caused
      this report to be signed on its behalf by the undersigned thereunto duly
      authorized.





Dated:  November
      13, 2008




ENERGTEK
      INC.




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




20