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
      quarterly period ended June 30, 2008





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


EXCHANGE
      ACT OF 1934




For
      the
      transition period from _____ to _____





Commission
      File Number: 000-51249





ENERGTEK
      INC.





(Exact
      name of registrant as specified in its charter)





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


Energtek
      Inc


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


(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 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 o





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 x
            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 o
      No x





The
      number of shares outstanding of the issuer’s common stock as of August 7, 2008
      was 74,920,910 shares of common stock.





**TABLE
      OF CONTENTS**








PART
                  I - FINANCIAL INFORMATION
              3Item
              1
              .
              Financial
                  Statements.
              3NOTES
                  TO CONSOLIDATED FINANCIAL STATEMENTS
              8**Note
                  1 - Business Organization and Summary of Significant Accounting
                  Policies**
              8**Note
                  2 - Stockholders Equity**
              9**Note
                  3 - Going Concern**
              9**Note
                  4- Subsequent Events**
              9Item
              2
              .
              Management’s
                  Discussion and Analysis of Financial Condition and Reults of Operations.
              11Item
              3
              .
              Quantitative
                  and Qualitative Disclosures About Market Risk.
              14Item
              4
              T.
              Controls
                  and Procedures.
              14PART
                  II - OTHER INFORMATION
              17Item
              1
              .
              Legal
                  Proceedings.
              17Item
              1
              A.
              Risk
                  Factors.
              18Item
              2
              .
              Unregistered
                  Sales of Equity Securities and Use of Proceeds.
              18Item
              3
              .
              Defaults
                  Upon Senior Securities.
              18Item
              4
              .
              Submission
                  of Matters to a Vote of Security Holders.
              18Item
              5
              .
              Other
                  Information.
              18Item
              6
              .
              Exhibits
              18





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 June 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 June 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
                30/06/2008
                (Unaudited)
                $
              
              As
                  of
                31/12/2007
                (Audited)
                $**ASSETS**Current
                  AssetsCash
                  and Cash Equivalents
              
              
              
              
              
              3,408,718
              
              
              2,527,681Accounts
                  receivable and prepaid expenses
              
              
              
              
              
              458,656
              
              
              410,843Inventory
              
              
              
              
              
              14,474
              
              
              -**Total
                  current assets**
              
              
              
              
              
              3,881,848
              
              
              2,938,524**ADVANCES&DEPOSITS**
              
              
              
              
              
              55,438
              
              
              33,337**FIXED
                  ASSETS, NET**
              
              
              
              
              
              456,916
              
              
              185,577**INVESTMENTS:**Investments
                  in Shares
              
              
              
              
              
              24,500
              
              
              24,500Patent
                  rights
              
              
              
              
              
              39,553
              
              
              41,92064,053
              
              
              66,420**TOTAL
                  ASSETS**
              
              
              
              
              
              4,458,255
              
              
              3,223,858**LIABILITIES
                  AND SHAREHOLDER EQUITY**Short
                  Term Loans
              
              
              
              
              
              441,270
              
              
              468,965Accounts
                  payable and Accrued Liabilities
              
              
              
              
              
              385,985
              
              
              239,448**TOTAL
                  CURRENT LIABILITIES**
              
              
              
              
              
              827,255
              
              
              708,413**SHAREHOLDER
                  EQUITY**
              
              
              2Preferred
                  Stock: $0.001 par value; 5,000,000 authorized, none issued and
                  outstanding
                  Common Stock: $0.001 par value; 750,000,000 authorized,74,888,409
                  issued
                  and outstanding
              
              
              
              
              
              74,888
              
              
              70,754Additional
                  Paid-in Capital
              
              
              
              
              
              10,463,529
              
              
              7,251,051Accumulated
                  Deficit
              
              
              
              
              
              (6,907,417
              )
              
              (4,806,360
              )TOTAL
                  SHAREHOLDER EQUITY
              
              
              
              
              
              3,631,000
              
              
              2,515,445**Total
                  Liabilities and Stockholders' Equity**
              
              
              
              
              
              4,458,255
              
              
              3,223,858








4





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




Three
                Months Ended
            
            Six
                Months Ended
            
            Since
                theNote
            
            June-30
            
            June-30
            
            June-30
            
            June-30
            
            beginning
                of
              the
                development stage entity2008
            
            2007
            
            2008
            
            2007
            
            until
                June 30, 2008Revenues
            
            
            
            
            
            
            
            -
            
            -
            
            -Operating
                Expenses:Consulting
            
            
            
            
            
            56,963
            
            
            108,598
            
            
            155,219
            
            
            310,397
            
            
            1,392,580Consulting-Related
                parties
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            122,900Research
                and
              Development
                expenses
            
            
            
            
            
            230,166
            
            
            800,153
            
            
            396,556
            
            
            800,153
            
            
            1,727,391Market
                Research-
              Related
                parties
            
            
            
            
            
            -
            
            
            
            
            
            -
            
            
            -
            
            
            120,020General
                and administrative
              expenses
            
            
            
            
            
            1,019,077
            
            
            307,952
            
            
            1,522,997
            
            
            696,056
            
            
            3,053,822Total
                Operating Expenses
            
            
            
            
            
            1,306,206
            
            
            1,216,703
            
            
            2,074,772
            
            
            1,806,606
            
            
            6,416,712Net
                loss from operations
            
            
            
            
            
            (1,306,206
            )
            
            (1,216,703
            )
            
            (2,074,772
            )
            
            (1,806,606
            )
            
            (6,416,712
            )Other
                IncomeInterest
                Income (losses),net
            
            
            
            
            
            (19,984
            )
            
            (21,291
            )
            
            (26,284
            )
            
            (16,610
            )
            
            (55,381
            )Investments
                impairment
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (50,000
            )Patent
                impairment
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (100,000
            )Total
                other income(expenses)
            
            
            
            
            
            (19,984
            )
            
            (21,291
            )
            
            (26,284
            )
            
            (16,610
            )
            
            (205,381
            )Net
                Loss
            
            
            
            
            
            (1,326,190
            )
            
            (1,237,994
            )
            
            (2,101,056
            )
            
            (1,823,216
            )
            
            (6,622,093
            )Weighted
                Average Shares
              Common
                Stock
              Outstanding
            
            
            
            
            
            72,490,902
            
            
            53,832,288
            
            
            71,750,161
            
            
            52,134,830Net
                Loss Per Common Share
              (Basic
                and Fully Diluted)
            
            
            
            
            
            (0.02
            )
            
            (0.02
            )
            
            (0.03
            )
            
            (0.03
            )





5





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




Three
                Months Ended
            
            Six
                Months Ended
            
            Since
                theJune-30
            
            June-30
            
            June-30
            
            June-30
            
            beginning
                of
              the
                development stage entity2008
            
            2007
            
            2008
            
            2007
            
            until
                June 30, 2008**Cash
                Flows from Operating Activities:**Net
                Loss
            
            
            (1,326,190
            )
            
            (1,237,994
            )
            
            (2,101,056
            )
            
            (1,823,216
            )
            
            (6,622,093
            )Adjustments
                to reconcile net loss to net cashProvided
                by operating activities:Depreciation
                and Amortization
            
            
            10,473
            
            
            795,931
            
            
            21,529
            
            
            834,962
            
            
            1,141,237Foreign
                exchange difference on loans
            
            
            31,040
            
            
            -
            
            
            44,072
            
            
            -
            
            
            85,948Impairment
                and Adjustments of Patent
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            102,147Impairment
                of Option Investment
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            50,000Non-employees'
                share compensation
            
            
            236,612
            
            
            90,100
            
            
            299,362
            
            
            271,368
            
            
            995,905Severance
                pay liability
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (11,295
            )Decrease
                (Increase) in accounts receivable
            
            
            (53,054
            )
            
            (25,954
            )
            
            (47,814
            )
            
            (25,584
            )
            
            (174,619
            )Increase
                in Inventory
            
            
            (638
            )
            
            -
            
            
            (14,474
            )
            
            -
            
            
            (14,474
            )Accounts
                payable and accrued liabilities
            
            
            157,031
            
            
            234,649
            
            
            146,537
            
            
            302,840
            
            
            154,499**Net
                cash used in Operating Activities**
            
            
            (944,726
            )
            
            (143,268
            )
            
            (1,651,844
            )
            
            (439,630
            )
            
            (4,292,745
            )**Cash
                Flows to Investing Activities:**Investment
                in new-consolidated subsidiaries and purchase of new-activity
            
            
            -
            
            
            (120,688
            )
            
            -
            
            
            (160,688
            )
            
            (160,688
            )Investment
                in shares
            
            
            -
            
            
            (24,500
            )
            
            -
            
            
            (24,500
            )
            
            (24,500
            )Investment
                in Option
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (50,000
            )Deposit
            
            
            (9,816
            )
            
            (7,240
            )
            
            (22,101
            )
            
            (11,995
            )
            
            (51,747
            )Advances
                paid to suppliers of fixed assets
            
            
            -
            
            
            -
            
            
            (75,000
            )
            
            -
            
            
            (334,340
            )Purchase
                of fixed assets
            
            
            (183,423
            )
            
            (137,248
            )
            
            (215,501
            )
            
            (137,551
            )
            
            (334,769
            )**Net
                cash used in Investing Activities**
            
            
            (193,239
            )
            
            (289,676
            )
            
            (312,602
            )
            
            (334,734
            )
            
            (956,044
            )**Cash
                Flows from Financing Activities:**Issuance
                of common stock
            
            
            2,662,250
            
            
            1,780,000
            
            
            2,917,250
            
            
            2,902,762
            
            
            7,280,512Warrants
                exercise
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,295,000Redemption
                of warrants
            
            
            -
            
            
            (250,000
            )
            
            -
            
            
            (250,000
            )
            
            (250,000
            )Repayment
                of loan
            
            
            (71,767
            )
            
            -
            
            
            (71,767
            )
            
            -
            
            
            (291,767
            )**Net
                cash from Financing Activities**
            
            
            2,590,483
            
            
            1,530,000
            
            
            2,845,483
            
            
            2,652,762
            
            
            8,033,745**Net
                Increase (Decrease) in Cash**
            
            
            1,452,518
            
            
            1,097,056
            
            
            881,037
            
            
            1,878,398
            
            
            2,784,956Cash
                at Beginning of Period
            
            
            1,956,200
            
            
            1,068,643
            
            
            2,527,681
            
            
            287,301
            
            
            623,762**Cash
                at End of Period**
            
            
            3,408,718
            
            
            2,165,699
            
            
            3,408,718
            
            
            2,165,699
            
            
            3,408,718





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.


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 June 30, 2008 and the results of
      operations and cash flows at June 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 June 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. 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.





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).





**Note
      2 - Stockholders Equity**




Between January
      1, 2008 and June 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 on the said fund raising
      and
      additional 194,483 shares of our common stock are to be issued as commission.





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 **.** The
      Company recorded total of $68,500 financial expenses regarding this
      issue.





**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.





9


ENERGTEK
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





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





On
      July
      7, 2008, the Registrant’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
      Registrant’s warrant agreements with the holders of the Class B
      Warrants.


10


**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. 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 as 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
      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 and the
                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.





11


We
      currently have no business operations or revenues. We are devoting substantially
      all of our efforts to establishing our new business. In our efforts to establish
      our new business, our management has been engaged principally in the following
      activities: creating, analyzing and fostering business opportunities,raising
      funds; investigating clean energy technologies and related business
      opportunities; analyzing proposed or identified opportunities; entering into
      agreements to pursue 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 seven subsidiaries and one
      affiliate. All of our subsidiaries and our affiliate are in the development
      stage.





We
      have
      the following seven 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); and


7.
            Energtek
                Philippines Inc., a company registered in Philippines on June 13,
                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 natural gas vehicles (“NGV”) infrastructure and high-pressure
                equipment;




·
            **Energtek
                Products Ltd:**Developmrnt
                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;




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





·
            **MoreGasTech
                India Private Limited:**Manufacture 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.





12


On
      March
      17, 2008, the Company executed a Memorandum of Understanding with Confidence
      Petroleum India Ltd. ("Confidence"), 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 intended to 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 committed to 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 Memorandum of
      Understanding, the Company and Confidence signed another agreement according
      to
      which the joint venture would have exclusivity in India, Pakistan, Bangladesh
      and Sri-Lank for the sales of Natural Gas through the use of the certain systems
      developed by the Company, subject to the joint venture obtaining funding of
      at
      least $23,000,000 for the projects to take place in the mentioned countries,
      whereas, it is the responsibility of Confidence to obtain the financing for
      the
      projects.


On
      July
      15, 2008, the Company and Confidence executed a Terms Sheetreflecting their
      intention, after a joint review of the competitive advantage of planned production activities in India, to foster a joint venture
      for production and further commercialization of products developed by the
      Company,concentrating first in the Indian market. The parties agreed that the
      joint venture would be carried through Confi-Energtek Asia Limited, a company
      registered in India, (without including Primecyl as considered in the document
      signed on March 17, 2008). The Terms Sheet replaced the documents signed on
      March 17, 2008 and May 2, 2008.




On
      June 25, 2008 the Company and DML PTE Ltd.,  a
      shipbuilding and engineering company registered in Singapore, announced their
      intention to analyze the performance of joint activities, addressing
      specifically the markets of Indonesia, Malaysia and Singapore.





On
      July
      21, 2008 PNOC Exploration Corporation, a corporation organized under the laws
      of
      the Republic of the Philippines (“ PNOC ”)
      and a
      subsidiary of the Philippine National Oil Company, and Energtek Products Ltd.
      executed a Gas Sales and Purchase Agreement, pursuant to which Energtek Products
      will purchase natural gas produced by PNOC at the San Antonio Gas Power Project
      located at Echague, Isabela in the Republic of the Philippines.





**Plan
      of Operation**





Over
      the
      next twelve months, we intend to continue investing and engaging mainly in
      the
      field of 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 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
      and we expect further increases in our engineering staff, our research and
      development staff, our staff in the Philippines and in India, our business
      development staff and others.





**Material
      Changes in Financial Condition**





On
      June 30, 2008 we had cash and cash equivalents of $3,408,718, an increase of
      34.9% as compared to cash and cash equivalents of $2,527,681 on December 31,
      2007. This increase resulted primarily from the receipt of proceeds from the
      issuance and sale of securities of the Company .





13


**Material
      Changes in Results of Operations**





The
      Company has not generated any revenues to date. Our net loss in the six months
      ended June 30, 2008 was $2,101,056, an increase of 15.2% as compared to our
      net
      loss of $1,823,216 in the six months ended June 30, 2007. In the three months
      ended June 30, 2008 our net loss was $1,326,190, an increase of 7.1% as compared
      to our net loss of $1,237,994 in the three months ended June 30, 2007. The
      increase in losses resulted primarily from increased operational activity and
      related expenses.





The
      Company’s expenses include consulting expenses, research and development
      expenses and general and administrative expenses. Total operating expenses
      increased by 14.8% to $2,074,772 in the six months ended June 30, 2008, from
      $1,806,606 in the six months ended June 30, 2007. In the three months ended
      June
      30, 2008 total operating expenses were $1,306,206, an increase of 7.4% from
      operating expenses on $1,216,703 in the three months ended June 30, 2007. The
      increases in operating expenses resulted primarily from the expansion of the
      Company’s operations in new areas and countries.





*Consulting
      Expenses*





The
      Company incurs consulting expenses in connection with the analysis of business
      opportunities. In the six months ended June 30, 2008 we incurred $155,219 in
      consulting expenses, a decrease of 50% as compared to consulting expenses of
      $310,397 in the six month period ended June 30, 2007. In the three month period
      ended June 30, 2008 we incurred $56,963 in consulting expenses, a decrease
      of
      48% as compared to consulting expenses of $108,598 in the three month period
      ended June 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
      six months ended June 30, 2008 we incurred $396,556 in research and development
      expenses, a decrease of 50% as compared to research and development expenses
      of
      $800,153 in the six month period ended June 30, 2007. In the three month period
      ended June 30, 2008 we incurred $230,166 in research and development expenses,
      a
      decrease of 71% as compared to research and development expenses of $800,153
      in
      the three month period ended June 30, 2007. In the six months period ended
      June
      30, 2007 we recorded an expense of $799,417 in connection with our acquisition
      of Angstore Technologies Ltd. If the said expense is neutralized the comparative
      figures will show the significant increase in in-house research and development
      expenses.





*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
      six months ended June 30, 2008 we incurred $1,522,997 in general and
      administrative expenses, an increase of 119% as compared to general and
      administrative expenses of $696,056 in the six month period ended June 30,
      2007.
      In the three month period ended June 30, 2008 we incurred $1,019,077 in general
      and administrative expenses, an increase of 231% as compared to general and
      administrative expenses of $307,952 in the three month period ended June 30,
      2007. These increases resulted primarily from the increased marketing and
      business development activities, and increased salary, commissions and travel
      expenses.





14


*Interest
      Income (Losses) Net.*





In
      the
      three month ended June 30, 2008 and June 30, 2007 the Company incurred $19,984
      in interest expense, consisting primarily of financing expenses resulting for
      a
      devaluation in the US dollar against the New Israeli Shekel. In the six months
      ended June 30, 2008 and 2007, the Company incurred $26,284 and $16,610,
      respectively, in interest expenses.





**Going
      Concern Consideration**





As
      of
      June 30, 2008, the Company has recorded an accumulated deficit of $6,907,417.
      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**





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. **** As
      of **** April
      10,
      2008 the Company has paid Pavlograd a total $174,340 (not including value added
      taxes) pursuant to the terms of the agreement.





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





As
      a
      smaller reporting company in the period ended June 30, 2008, we are not required
      to provide disclosure pursuant to 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 the disclosure controls and procedures are effective to ensure
      that information relating to the Company is recorded, processed, summarized,
      and
      reported in a timely manner.





15


**Changes
      in Internal Controls over Financial Reporting**





There
      was
      no change in our internal control over financial reporting that occurred during
      the fiscal quarter ended June 30, 2008, that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting.







16


**PART
      II - OTHER INFORMATION**





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





During
      the quarter ended June 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.




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 (the “Agreement”), 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.
  On
        May 26, 2007, Ukcyl filed a legal demand with the Court for Commercial Demands
        at Perechyn, Ukraine, against Steatit - Open Joint Stock Company ("SOJSC").
        In
        the demand, Ukcyl requested that the Court order the SOJSC to comply with
        the
        provisions of the Agreement regarding joint use of an electric network. The
        demand further requested that SOJSC be ordered to pay the Company’s legal
        expenses incurred in connection with this action. The decision of the Court
        was
        postponed pending presentation of a report by the local electric company.
  On
        the same date, Ukcyl filed another legal demand with the Court for Commercial
        Demands at Perechyn, Ukraine, against SOJSC. In this demands, Ukcyl requested
        that SOJSC be ordered to pay the Company’s expenses, in the total amount of
        $30,000, incurred in connection with illegal use of the building that was
        acquired by Ukcyl pursuant to the Agreement. The demand further requested
        that
        SOJSC be ordered to pay the Company’s legal expenses incurred in connection with
        these actions.








17





**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.**





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
      July
      7, 2008, the Registrant’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
      Registrant’s warrant agreements with the holders of the Class B
      Warrants.








**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.





18





**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:  August
      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)


19