**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**




**QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**


**FOR
      THE PERIOD ENDING SEPTEMBER 30, 2006**




**DELEK
      RESOURCES, INC.**


**(Exact
      name of registrant as specified in its charter)**




**Florida**
            
            **333-40799**
            
            **84-1346897****(State
                or other jurisdiction of
                incorporation or organization)**
            
            **(Commission
                File Number)**
            
            **(I.R.S.
                Employer Identification
                No.)**







**1224
                Washington Avenue, Miami Beach, Florida**
            
            **33139****(Address
                of principal executive offices)**
            
            **(Zip
                Code)**







**Registrant’s
      telephone number, including area code: (305) 531-1174**





**(Former
      name or former address, if changed since last report)**




Copies
      of
      all communications, including all communications sent to the agent for service,
      should be sent to:




**Joseph
      I. Emas, Attorney at Law**


**1224
      Washington Avenue**


**Miami
      Beach, Florida 33139**




**Telephone:
      305.531.1174**




Check
      whether the Issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90
      days.




Yes
o   
No
      x




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date.




As
      of
      September 30, 2006, 52,882,960 shares of $.01 par value common stock were issued
      and outstanding.




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




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













**PART
      I. FINANCIAL INFORMATION**





Item
                1. Financial Statements (unaudited)Condensed
                Balance Sheet at September 30, 2006Condensed
                Statements of Operations for the Three Months Ended September 30,
                2006 and
                July 1, 2004 to September 30, 2006Statements
                of Changes in Shareholders DeficiencyCondensed
                Statements of Cash Flows for the Three Months Ended September 30,
                2006 and
                July 1, 2004 to September 30, 2006Notes
                to Condensed Financial StatementsItem
                2. Management's Discussion and Analysis of Financial Conditions and
                Results of OperationsItem
                3. Controls and Procedures**PART
                II. OTHER INFORMATION**Item
                1. Legal ProceedingsItem
                2. Unregistered Sales of Equity Securities and Use of
                ProceedsItem
                3. Defaults upon Senior SecuritiesItem
                4. Submission of Matters to a Vote of Security HoldersItem
                5. Other InformationItem
                6. ExhibitsSignatures





i


**DELEK
                RESOURCES, INC.****(AN
                EXPLORATION STAGE COMPANY)****F/k/a
                THE HAVANA REPUBLIC, INC. AND SUBSIDIARIES****BALANCE
                SHEET****(Unaudited)****September
                30, 2006****ASSETS**CURRENT
                ASSETSCash
            
            $
            17,286Short
                term investments
            
            
            1,175,000TOTAL
                ASSETS
            
            $
            1,192,286**LIABILITIES
                AND SHAREHOLDS' DEFICIT**CURRENT
                LIABILITIESAccounts
                payable
            
            $
            6,443Accrued
                interest
            
            
            23,974Derivative
                liability
            
            
            1,828,321Convertible
                debenture - current, net
            
            
            647,433Total
                current liabilities
            
            
            2,506,171LONG
                TERM LIABILITIES:Convertible
                debenture - long term, net
            
            
            1,089,309SHAREHOLDERS'
                DEFICITConvertible
                preferred stock - Series A, authorized 2,500 shares, 0 shares issued
                and
                outstanding
            
            
            —Convertible
                preferred stock - Series B, authorized 500,000 shares, 0 shares
                issued and outstanding
            
            
            —Convertible
                preferred stock - Series C, authorized 100 shares, 0 shares issued
                and
                outstanding
            
            
            —Convertible
                preferred stock - Series D, authorized 50 shares, 0 shares issued
                and
                outstanding
            
            
            —Common
                stock, no par value authorized 300,000,000 shares
                authorized;52,882,960
                shares issued and outstanding and additional paid-in
                capital
            
            
            14,828,817Accumulated
                deficit (pre-exploration stage)
            
            
            (7,282,479
            )Accumulated
                deficit (exploration stage July 1, 2004 to September 30,
                2005)
            
            
            (9,949,532
            )TOTAL
                SHAREHOLDERS' DEFICIT
            
            
            (2,403,194
            )TOTAL
                LIABILITIES AND SHAREHOLDERS' DEFICIT
            
            $
            1,192,286See
                accompanying notes to the financial statements.




3


**DELEK
                  RESOURCES, INC.****(AN
                  EXPLORATION STAGE COMPANY)****F/k/a
                  THE HAVANA REPUBLIC, INC. AND SUBSIDIARIES****STATEMENTS
                  OF OPERATIONS****(Unaudited)****FOR
                  THE THREE MONTHS ENDED SEPTEMBER 30, 2006 AND
                  2005****AND
                  THE PERIOD JULY 1, 2004 (EXPLORATION DATE) TO SEPTEMBER 30,
                  2006**Period
                  fromJuly
                  1, 2004September
                  30,
              
              (Exploration
                  date to2006
              
              2005
              
              September
                  30, 2006REVENUES
              
              $
              —
              
              $
              —
              
              $
              —EXPENSES:Exploration
                  costs
              
              
              481,216
              
              
              
              
              
              2,596,495General
                  and administrative
              
              
              116,317
              
              
              30,025
              
              
              539,845Stock
                  compensation
              
              
              1,250,000
              
              
              —
              
              
              4,973,129TOTAL
                  OPERATING EXPENSES
              
              
              1,847,533
              
              
              30,025
              
              
              8,109,469OTHER
                  EXPENSES:Amortization
                  expense
              
              
              11,742
              
              
              —
              
              
              11,742Derivative
                  expense
              
              
              1,828,321
              
              
              —
              
              
              1,828,321Total
                  other expenses
              
              
              1,840,063
              
              
              —
              
              
              1,840,063NET
                  LOSS
              
              $
              (3,687,596
              )
              $
              (30,025
              )
              $
              (9,949,532
              )NET
                  LOSS PER COMMON SHARE - BASIC AND DILUTED$
              (0.09
              )
              $
              (0.00
              )
              $
              (0.24
              )WEIGHTED
                  AVERAGE NUMBER OF SHARESOUTSTANDING
                  - BASIC AND DILUTED
              
              
              42,848,898
              
              
              35,727,874
              
              
              40,621,085See
                  accompanying notes to the financial statements.
  4
 
 **DELEK
                      RESOURCES INC. F/K/A/ THE HAVANA REPUBLIC, INC.****(AN
                      EXPLORATION STAGE COMPANY)**STATEMENT
                      OF CHANGES IN SHAREHOLDERS' DEFICIENCY(Unaudited)For
                      the Period June 1, 2005 (Exploration Date) to September 30,
                      2006**Preferred
                      Stock A**
                  
                  **Preferred
                      Stock B**
                  
                  **Preferred
                      Stock C**
                  
                  **Preferred
                      Stock D**
                  
                  **Common
                      Stock and**
                    **Additional**
                    **Paid-in
                        Capital**
                  
                  Accumulated
                      Deficit ( Pre-Exploration)
                  
                  Accumulated
                      Deficit July 1, 2004 (Exploration**Shares**
                  
                  **Amount**
                  
                  **Shares**
                  
                  **Amount**
                  
                  **Shares**
                  
                  **Amount**
                  
                  **Shares**
                  
                  **Amount**
                  
                  **Shares**
                  
                  **Amount**
                  
                  Stage
                  
                  Stage)
                  
                  **Total****Balance
                      - June 30, 2003**
                  
                  
                  114
                  
                  $
                  158,078
                  
                  
                  200,000
                  
                  $
                  40,000
                  
                  
                  89.30
                  
                  $
                  893,248
                  
                  
                  50
                  
                  $
                  500,000
                  
                  
                  633,112
                  
                  $
                  5,691,153
                  
                  $
                  (7,282,479
                  )
                  $
                  —
                  
                  $
                  —Cancellation
                      of preferred stock
                  
                  
                  (114
                  )
                  
                  (158,078
                  )
                  
                  (200,000
                  )
                  
                  (40,000
                  )
                  
                  (89.30
                  )
                  
                  (893,248
                  )
                  
                  (50
                  )
                  
                  (500,000
                  )
                  
                  (633,112
                  )
                  
                  1,591,326
                  
                  
                  
                  
                  
                  
                  
                  
                  —Issuance
                      of common stock
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  27,000,001
                  
                  
                  683,395
                  
                  
                  —
                  
                  
                  —
                  
                  
                  683,395Capital
                      contribution
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  20,000
                  
                  
                  
                  
                  
                  
                  
                  
                  20,000Net
                      loss for the year ended June 30, 2004
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  
                  
                  
                  (2,015,275
                  )
                  
                  (2,015,275
                  )**Balance
                      June 30, 2004**
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  27,000,001
                  
                  
                  7,985,874
                  
                  
                  (7,282,479
                  )
                  
                  (2,015,275
                  )
                  
                  (1,311,880
                  )Issuance
                      of common stock for services
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  8,727,877
                  
                  
                  3,719,866
                  
                  
                  —
                  
                  
                  —
                  
                  
                  3,719,866Net
                      loss for the year ended June 30, 2005
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  
                  
                  
                  (4,104,637
                  )
                  
                  (4,104,637
                  )**Balance
                      June 30, 2005**
                  
                  
                  
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  35,727,878
                  
                  
                  11,705,740
                  
                  
                  (7,282,479
                  )
                  
                  (6,119,912
                  )
                  
                  (1,696,651
                  )Issuance
                      of common stock for services
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  21,750
                  
                  
                  3,263
                  
                  
                  —
                  
                  
                  —
                  
                  
                  3,263Sale
                      of common stock
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  1,999,999
                  
                  
                  295,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  295,000Net
                      loss for the year ended June 30, 2006
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  
                  
                  
                  (142,024
                  )
                  
                  (142,024
                  )**Balance
                      June 30, 2006**
                  
                  
                  —
                  
                  $
                  —
                  
                  
                  —
                  
                  $
                  —
                  
                  
                  —
                  
                  $
                  —
                  
                  
                  —
                  
                  $
                  —
                  
                  
                  37,749,627
                  
                  $
                  12,004,003
                  
                  $
                  (7,282,479
                  )
                  $
                  (6,261,936
                  )
                  $
                  (1,540,412
                  )Issuance
                      of common stock for services
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  5,500,000
                  
                  
                  1,250,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  1,250,000Sale
                      of common stock
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  333,333
                  
                  
                  50,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  50,000Issuance
                      of common stock for amounts owed to related party
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  9,300,000
                  
                  
                  1,524,814
                  
                  
                  —
                  
                  
                  —
                  
                  
                  1,524,814Net
                      loss for the period ended September 30, 2006
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  
                  
                  
                  (3,687,596
                  )
                  
                  (3,687,596
                  )**Balance
                      September 30, 2006**
                  
                  
                  —
                  
                  $
                  —
                  
                  
                  —
                  
                  $
                  —
                  
                  
                  —
                  
                  $
                  —
                  
                  
                  —
                  
                  $
                  —
                  
                  
                  52,882,960
                  
                  $
                  14,828,817
                  
                  $
                  (7,282,479
                  )
                  $
                  (9,949,532
                  )
                  $
                  (2,403,194
                  )See
                      accompanying notes to the financial
                      statements.
   5
 
 **DELEK
                          RESOURCES, INC.****F/k/a
                          THE HAVANA REPUBLIC, INC. AND SUBSIDIARIES****STATEMENTS
                          OF CASH FLOWS****(Unaudited)****FOR
                          THE THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005****AND
                          THE PERIOD JULY 1, 2004 (EXPLORATION DATE) TO SEPTEMBER
                          30,
                          2006**Period
                          fromJuly
                          1, 2004(Exploration
                          date) to2006
                      
                      2005
                      
                      September
                          30, 2006CASH
                          FLOWS FROM OPERATING ACTIVITIESNet
                          loss
                      
                      $
                      (3,687,596
                      )
                      $
                      (30,025
                      )
                      $
                      (9,949,532
                      )Adjustments
                          to reconcile net loss to net cash used in operating
                          activities:Stock
                          compensation expense
                      
                      
                      1,250,000
                      
                      
                      —
                      
                      
                      5,656,524Derivative
                          liability expense
                      
                      
                      1,828,321
                      
                      
                      —
                      
                      
                      1,828,321Amortization
                          of debt discount
                      
                      
                      11,742
                      
                      
                      —
                      
                      
                      11,742Capital
                          contribution
                      
                      
                      —
                      
                      
                      —
                      
                      
                      20,000Change
                          in liabilitiesIncrease
                          in accrued expenses
                      
                      
                      (9,159
                      )
                      
                      30,000
                      
                      
                      6,443Increase
                          in accrued interest
                      
                      
                      23,974
                      
                      
                      —
                      
                      
                      23,974Net
                          cash used in operating activities
                      
                      
                      (582,718
                      )
                      
                      (25
                      )
                      
                      (2,402,528
                      )CASH
                          FLOWS FROM FINANCING ACTIVITIESAdvances
                          from related party
                      
                      
                      —
                      
                      
                      —
                      
                      
                      1,676,256Repayments
                          of advances to related party
                      
                      
                      —
                      
                      
                      —
                      
                      
                      (151,442
                      )proceeds
                          from issuance of convertible debentures
                      
                      
                      1,725,000
                      
                      
                      —
                      
                      
                      1,725,000proceeds
                          from issuance of common stock
                      
                      
                      50,000
                      
                      
                      —
                      
                      
                      345,000NET
                          CASH PROVIDED BY FINANCING ACTIVITIES
                      
                      
                      1,775,000
                      
                      
                      —
                      
                      
                      3,594,814CASH
                          FLOWS USED IN INVESTING ACTIVITIESShort
                          term investments
                      
                      
                      (1,175,000
                      )
                      
                      —
                      
                      
                      (1,175,000
                      )TOTAL
                          CASH USED IN INVESTING ACTIVITIES
                      
                      
                      (1,175,000
                      )
                      
                      —
                      
                      
                      (1,175,000
                      )NET
                          INCREASE IN CASH
                      
                      
                      1,192,282
                      
                      
                      (25
                      )
                      
                      1,192,286CASH
                          - Beginning of period
                      
                      
                      4
                      
                      
                      47
                      
                      
                      —CASH -
                          End of period
                      
                      $
                      17,286
                      
                      $
                      22
                      
                      $
                      17,286Supplemental
                          disclosure of non cash investing & financing
                          activities:Cash
                          paid for income taxes
                      
                      $
                      —
                      
                      $
                      —
                      
                      $
                      —Cash
                          paid for interest expense
                      
                      $
                      —
                      
                      $
                      —
                      
                      $
                      —Common
                          stock issued for amounts due related party
                      
                      $
                      1,524,814
                      
                      $
                      —
                      
                      $
                      1,524,814See
                          accompanying notes to the financial statements.
   6


DELEK
      RESOURCES, INC.





F/k/a
      THE
      HAVANA REPUBLIC, INC. AND SUBSIDIARIES


NOTES
      TO
      CINDENSED FINANCIAL STATEMENTS


For
      the
      Three Months ended September 30, 2006 and 2005




NOTE
      A -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Business




Delek
      Corp. (“the Company”) was formed on August 14, 2003 for the purpose of petroleum
      exploration and production. The Company’s primary focus is on development
      drilling or producing properties as well as low-cost high potential exploration
      prospects in North America.




As
      further discussed in Note B, the Company has been acquired, and financing has
      been obtained, to facilitate the commencement of petroleum exploration and
      production operations





Use
      of
      Estimates




Management
      of the Company has made a number of estimates and assumptions relating to the
      reporting of assets and liabilities at the date of the consolidated financial
      statements and the reported amounts of revenues and expenses during the
      reporting period to prepare these consolidated financial statements in
      conformity with accounting principles generally accepted in the United States
      of
      America. Actual results could differ from those estimates and
      assumptions.




Concentrations
      of Credit Risk




Financial
      instruments, which potentially subject the Company to concentration of credit
      risk, consist principally of cash. Cash and bank accounts may at times exceed
      federally insured limits. The Company believes it is not exposed to any
      significant credit risk.




Oil
      and Gas Properties




The
      Company uses the successful efforts method of accounting for oil and gas
      producing activities. Costs to acquire mineral interests in oil and gas
      properties, to drill and equip exploratory wells that find proven reserves,
      and
      to drill and equip development wells are capitalized. Costs to drill exploratory
      wells that do not find proven reserves, geological and geophysical costs, and
      costs of carrying and retaining unproven properties are expensed.




Unproven
      oil and gas properties that are individually significant are periodically
      assessed for impairment of value, and a loss is recognized at the time of
      impairment by providing an impairment allowance. Other unproved properties
      are
      amortized based on the Company’s experience of successful drilling and average
      holding period. Capitalized costs of producing oil and gas properties, after
      considering estimated residual salvage values, are depreciated and depleted
      by
      the unit-of-production method. Support equipment and other property and
      equipment are depreciated over their estimated useful lives.




On
      the
      sale or retirement of a complete unit of a proved property, the cost and related
      accumulated depreciation, depletion, and amortization are eliminated from the
      property accounts, and the resultant gain or loss is recognized. On the
      retirement or sale of a partial unit or proved property, the cost is charged
      to
      accumulated depreciation, depletion, and amortization with a resulting gain
      or
      loss recognized in income.





Other
      Property and Equipment





Property
      and equipment are recorded at cost. Depreciation is provided for over the
      estimated useful lives of the respective assets using the straight-line method
      for financial reporting purposes and the accelerated method for income tax
      purposes. Amortization of the leasehold improvements is provided for on the
      straight-line method over the term of the lease. Maintenance, repairs, and
      minor
      renewals are charged to expense as incurred while expenditures that materially
      increase values, change capacities, or extend useful lives are
      capitalized.





Research
      and Development Costs





Generally
      accepted accounting principles state that costs that provide no discernible
      future benefits, or allocating costs on the basis of association with revenues
      or among several accounting periods that serve no useful purpose, should be
      charged to expense in the period occurred. SFAS No. 2 “Accounting for Research
      and Development Costs” requires that certain costs be charged to current
      operations including, but not limited to: salaries and benefits; contract labor;
      consulting and professional fees; depreciation; repairs and maintenance on
      operational assets used in the production of prototypes; testing and modifying
      product and service capabilities and design; and, other similar
      costs.





7


Long-Lived
      Assets and Asset Impairment





It
      is the
      Company’s policy to review the carrying value of long-lived assets for
      impairment whenever events or changes in circumstances indicate that the
      carrying value of such assets may not be recoverable. Measurement of the
      impairment loss is based on the fair value of the asset.





Income
      Taxes




Deferred
      tax assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases and operating
      loss and tax credit carry forwards. Deferred tax assets and liabilities are
      measured using enacted tax rates expected to apply to taxable income in the
      years in which those temporary differences are expected to be recovered or
      settled. The effect on deferred tax assets and liabilities or a change in tax
      rate is recognized in income in the period that includes the enactment date.
      Deferred tax assets are reduced to estimated amounts to be realized by use
      of a
      valuation allowance.




The
      principal types of temporary differences between assets and liabilities for
      financial statement and tax return purposes are net operating loss carry
      forwards.




Loss
      per Common Share




Basic
      loss per share is computed by dividing net loss, after deducting preferred
      stock
      dividends accumulated during the period, by the weighted-average number of
      shares of common stock outstanding during each period. Diluted earnings per
      share are computed by dividing net loss by the weighted average number of shares
      of common stock and potentially dilutive securities outstanding during each
      period. Potentially dilutive securities have not been included in the
      computation of diluted loss per share because it would be
      anti-dilutive.





Revenue
      Recognition




Revenue
      will be recognized when earned on the basis of production for drilling
      operations pursuant of the terms of the relevant mining agreements and SAB
      101
      and SAB 104.




Recent
      Accounting Pronouncements:




SFAS
      No.
      154 ("SFAS 154"), Accounting Changes and Error Corrections, was


issued
      in
      May 2005 and replaces APB Opinion No. 20 and SFAS No. 3 ("SFAS 3"). SFAS No.
      154
      requires retrospective application for voluntary changes in accounting principle
      in most instances and is required to be applied to all accounting changes made
      in fiscal years beginning after December 15, 2005. The Company's adoption of
      SFAS No. 154 is not expected to have a material impact on the Company's
      consolidated financial condition or results of operations




NOTE
      C-
      CONVERTIBLE DEBENTURES







Debenture
                amount
            
            $
            2,000,000Debenture
                discount
            
            
            (263,258
            )Net
                debentures
            
            
            1,736,742Less
                long term portion
            
            
            (1,089,309
            )$
            647,433





On
      August
      1, 2006, the Company, entered into a Securities Purchase Agreement with Cornell
      Capital Partners, LP. Pursuant to the Securities Purchase Agreement, the Company
      issues secured convertible debentures to Cornell Capital Partners in the
      original principal amount of $2,000,000, of which $1,000,000 was funded
      following the execution of the Securities Purchase Agreement and $1,000,000
      was
      funded on September 11, 2006, the Company received net proceeds after expenses
      of $1,725,000. The Company is amortizing the offering costs of $275,000 over
      the
      term of the debentures. The secured convertible debentures issued to Cornell
      Capital Partners, LP have a 36-month term, accrues annual interest of 10%,
      and
      can be converted, at the holder's option, at a conversion price equal to either
      (a) $0.216 or (b) ninety five percent (95%) of the lowest Volume Weighted
      Average Price of the Company's common stock during the thirty (30) trading
      days
      immediately preceding the conversion date as quoted by Bloomberg, LP. The
      debenture may be redeemed by the Company at any time, in whole or in part.
      If on
      the date of redemption, the closing price of the Company's common stock is
      greater than the conversion price in effect, the Company shall pay a redemption
      premium of 20% of the amount redeemed in addition to such redemption. Upon
      redemptions, the Company shall issue to Cornell Capital Partners, LP warrants
      to
      purchase 25,000 shares of Common stock at an exercise price of the of 120%
      of
      the bid price of the Company's common stock on the closing date, as quoted
      by
      Bloomberg, LP., for every $100,000 redeemed. During the three months ended
      September 30, 2006 the Company recorded amortization expense of $11,742 and
      interest expense of $23,974 associated with the debentures.





8


In
      connection with the Securities Purchase Agreement, the Company issued two
      warrants to Cornell Capital Partners, LP. The first warrant issued to Cornell
      Capital Partners for 4,500,000 shares of the Company's common stock has an
      exercise price equal to $0.18, which may be adjusted under the terms of the
      warrant. The second warrant to Cornell Capital Partners for 4,500,000 shares
      of


the
      Company's common stock has an exercise price equal to $0.27, which may be as
      adjusted under the terms of the warrant. The warrants have a term of five years
      and shall expire on from August 1, 2011.




NOTE
      D. DERIVATIVE LIABILITY





On
      August
      1, 2006, the Company issued secured
      convertible debentures. The
      Company accounted for all of its outstanding warrants and the convertible
      feature of it debentures as derivative contracts and recorded a corresponding
      liability based on the fair value of such derivatives at the measurement
      dates.





The
      Company computed the fair value of the outstanding freestanding warrants,
      convertible debentures and embedded conversion features, at their measurement
      date, using the Black Scholes valuation model with the following
      assumptions:




Freestanding
      warrants




At
                issuance
            
            
            At
                September 30,
              2006Market
                price:
            
            
            $0.18-.$20
            
            
            $0.16Exercise
                price:
            
            
            $0.17-
                  $0.19
            
            
            $0.14
                - $0.15Term:
            
            
            3
                - 5 years
            
            
            3
                - 5 yearsVolatility:
            
            
            153
            %
            
            153
            %Risk-free
                interest rate:
            
            
            4.70
            %
            
            4.62
            %Number
                of derivatives:
            
            
            20,111,111
            
            
            22,157,895




The
      Company used the following methodology to value the embedded conversion features
      and liquidated damages:





The
      aggregate fair value of the derivatives recorded during the three months ended
      September 30, 2006 amounted to approximately $1,828,321 at the date of their
      issuance.




NOTE
      E -
      GOING CONCERN





These
      financial statements have been prepared assuming that the Company will continue
      as a going concern. The
      Company has operating and liquidity concerns, has incurred an accumulated
      deficit of approximately $9,949,532 through the period ended September 30,
      2006,
      and current liabilities exceeded current assets by approximately $1,313,885
      at
      September 30, 2006. The
      Company continues to pursue additional capital investment. However, there can
      be
      no assurance that the Company will be able to successfully acquire the necessary
      capital to continue their on-going development efforts and bring products to
      the
      commercial market. These factors, among others, create an uncertainty about
      the
      Company's ability to continue as a going concern.




NOTE
      F -
      BUSINESS COMBINATION




On
      October 20, 2003, the Company was merged into The Havana Republic, Inc. Under
      the terms of agreement, Havana issued twenty seven million (27,000,000) shares
      of common stock to the Company in exchange for 100% of the outstanding shares
      of
      the Company. This transaction was recorded as a reverse acquisition. For U.S.
      federal income tax purposes, it is intended that the merger qualify as a
      reorganization within the meaning of the Internal Revenue Code of 1986, as
      amended, and the parties hereto intend that the transactions contemplated by
      this Agreement shall constitute a "plan of reorganization" within the meaning
      of
      Section 368 of the Internal Revenue Code of 1986, as amended and Treasury
      Regulations Sections 1.368-2(g) and 1.368-3(a). Our historical results of
      operations after the merger will be those of Delek Resources, Inc. Also, balance
      sheet amounts will be reflected at their historical costs and, thus, no goodwill
      or other write up of assets will be recorded in the merger
      transaction.




NOTE
      G
      -COMMITMENTS AND MATERIAL AGREEMENTS





In
      January 2003, the Company entered into written employment agreements with the
      executive officer. The employment agreement has a three- year term beginning
      January 2003, and calls for annual compensation of $120,000 per year. The
      employment contract includes an arrangement for severance pay in the event
      the
      employee is terminated without "cause." In that event, the employee would be
      entitled to compensation at the Base Salary at the then-effective rate for
      a
      period of three months from the date of termination. In July 2006 the executive
      officer entered into a separate contract for an additional $10,000 per month
      as
      long as he is the Sole-Director of the Company.




9


NOTE
      H -
      COMMON STOCK





In
      July,
      2006 the Company sold a total of 333,333 units for gross proceeds of $50,000.
      Each unit consists of one share of common stock at a price of $.15 and one
      Warrant to purchase a share of common stock at a price of $.25. The warrants
      expire one year from the date of issuance.





In
      July
      2006 the Company issued a total of 5,500,000 shares of common stock to three
      consultants for services. The fair market value on the date of issuance was
      $1,250,000.





In
      July
      2006 the Company issued 9,300,000 shares of common stock to the Executive
      Officer in full satisfaction of $210,000 of accrued compensation and $1,314,814
      of advances made on behalf of the Company.




10


**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
      OPERATION**




Management’s
      Discussion and Analysis contains various “forward looking statements” within the
      meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
      regarding future events or the future financial performance of the Company
      that
      involve risks and uncertainties. Certain statements included in this Form
      10-QSB, including, without limitation, statements related to anticipated cash
      flow sources and uses, and words including but not limited to “anticipates”,
“believes”, “plans”, “expects”, “future” and similar statements or expressions,
      identify forward looking statements. Any forward-looking statements herein
      are
      subject to certain risks and uncertainties in the Company’s business, including
      but not limited to, reliance on key customers and competition in its markets,
      market demand, product performance, technological developments, maintenance
      of
      relationships with key suppliers, difficulties of hiring or retaining key
      personnel and any changes in current accounting rules, all of which may be
      beyond the control of the Company. The Company’s actual results could differ
      materially from those anticipated in these forward-looking statements as a
      result of certain factors, including those set forth therein.




Management’s
      Discussion and Analysis of Consolidated Results of Financial Condition or Plan
      of Operation (“MD&A”) should be read in conjunction with the consolidated
      financial statements included herein. Further, this quarterly report on Form
      10-QSB should be read in conjunction with the Company’s Consolidated Financial
      Statements and Notes to Consolidated Financial Statements included in its 2006
      Annual Report on Form 10-KSB. In addition, you are urged to read this report
      in
      conjunction with the risk factors described herein.




The
      Company was formed as a Florida corporation on March 10, 1996, by the name
      of
‘The Havana Republic, Inc.’ and was engaged in the business of owning and
      operating upscale cigar emporiums devoted to the sale of premium cigars and
      cigar related merchandise. The costs associated with the operations made it
      exceedingly difficult to achieve profitability, and resulted in continuing
      losses. As a result of those ongoing operating losses and expenses, the Company
      had a significant working capital deficit, negative stockholder’s equity, and
      almost no remaining cash. The Company was unable to raise the required capital
      to continue its business in that form and commenced plans to divest all of
      its
      operations and sell substantially all of its assets. On September 25, 2002,
      the
      Company entered into an asset purchase agreement whereby an entity formed by
      Stephen Schatzman, a director and shareholder and chief executive officer at
      that time, acquired all of the operating assets of the Company’s cigar business
      in exchange for the assumption of all of the Company’s liabilities. The
      transaction closed on November 15, 2002. As a consequence, the Company had
      no
      assets or material liabilities.




On
      October 2, 2002, a preferred shareholder converted his preferred shares into
      100,000,000 shares of Common Stock.




In
      July,
      2003, the Company effectuated a 1 for 300 reverse stock split of our outstanding
      Common Stock. The principal effect of the reverse stock split was that the
      number of shares of our Common Stock issued and outstanding was reduced from
      189,941,113 shares as of June 30, 2003 to approximately 633,133 shares. In
      addition, the Company’s authorized number of shares of Common Stock was reduced
      from 500,000,000 shares of Common Stock to 1,666,666 shares of Common Stock.
      Following the reverse stock split on July 18, 2003, the Company amended its
      Articles of Incorporation to increase our authorized umber of shares of Common
      Stock (post split) from 1,666,666 to 500,000,000 authorized shares of Common
      Stock. The Company’s preferred shareholders agreed to the cancellation or
      conversion of their preferred shares.




In
      October 2003, Delek Corp., a Texas corporation, was merged into The Havana
      Republic, Inc. As consideration for the merger, Delek Corp. or its designees
      were issued 27 million shares of the Company’s restricted Common Stock. Delek
      Corp. is an oil and gas exploration company with its focus on combining proven
      undeveloped properties and unproven low risk properties, as well as high risk
      high reward low expenditure properties.




In
      November 2003, a limited liability company wholly-owned by shareholders of
      the
      Company paid a deposit of $20,000 to an oil and gas company for the right to
      purchase leasehold estates known as the Gallagher Gap Prospect in the State
      of
      Nevada. The total purchase price of such leasehold estates is $100,000 and
      as of
      June 30, 2004, the Company recorded the $20,000 as due to related
      party.




In
      January 2004, a limited liability company wholly-owned by shareholders of the
      Company entered a lease agreement for the rights to 240 acres of land in
      Beauregard Parrish in the southern region of the State of Louisiana. Under
      the
      terms of the lease agreement, the lease obligation for such land shall be
      satisfied through the application of future revenues, as defined. There can
      be
      no assurances that any production may occur or, if productions occurs, that
      it
      may prove profitable.




11


In
      October, 2004, the Company changed its name from ‘The Havana Republic, Inc.’ to
‘Delek Resources, Inc.’ and was assigned a new symbol of “DLKR” for the trading
      of its Common Stock on the OTCBB market.







**Business
      Projects**




**Joint
      Venture Agreement With Les Iles Petroles Internationaux,
      LLC**




Pursuant
      to a 2004 letter of intent for a joint venture agreement with Les Iles Petroles
      Internationaux, LLC, an affiliated company, we have secured several leases
      to do
      exploration in the Williston Basin of North Dakota and in the Hardeman Basin
      in
      Western Texas. The joint venture is for the exploration of the geologic
      formations called the Lodgepole reefs. The joint venture provides us with a
      20%
      interest in up to 100 future drilling sites. Management believes that a final
      agreement will lead to a larger pool of locations to drill and therefore
      increases the chance of success of a drilling program. As of the date hereof,
      we
      have not entered into a final agreement with Les Iles Petroles Internationaux,
      LLC.




**The
      Lodgepole Reef Fairway Play - Williston Basin, Montana**




In
      2004,
      we leased two Lodgepole reefs prospects. This is an exploration activity for
      the
      Mississippian aged Lodgepole carbonate build-ups in the Williston Basin of
      Montana and North Dakota. A new exploration technique is being applied to this
      exploration activity. The Lodgepole limestone was deposited in a very shallow
      ancestral Williston Basin. The carbonate formation was developed as thousands
      of
      small, circular limestone build-ups, or “reefs”. The average distribution of the
      build-ups is about 4 reefs per square-mile section. The Lodgepole reefs were
      deposited within a “fairway” a thousand miles long and thirty miles wide on the
      shelf of the Williston Basin. The reservoirs may produce as much as 2,000
      barrels per day (“ BOPD ”)
      at
      depths of 500 to 9,500 feet. The most prolific reefs have each produced as
      much
      as 4,000,000 barrels of light, sweet oil. There can be no assurances that any
      production may occur or, if productions occurs, that it may prove
      profitable.




**The
      Hardeman Basin in Western Texas**




In
      2004,
      we began drilling in the Hardeman Basin in Western Texas. We conducted drilling
      in the Caldwell #1 in Hardeman County and Patterson Rig #31, to a total depth
      of
      9,500 feet. The drilling was not successful and we have terminated our efforts
      in the Hardeman Basin in Western Texas.




**The
      Lodgepole Formation - North Dakota**




On
      May 3,
      2005, we finalized an agreement on a multi-well joint venture agreement to
      drill
      in North Dakota. The initial program is for one well with an option on another
      twelve wells. The target is the Lodgepole Formation. In the Lodgepole Formation,
      the average Lodgepole completion has an estimated recovery of 1,000,000 barrels
      and 500 million cubic feet, with the larger ones having as much as 4,000,000
      barrels and 1 billion cubic feet. The target depth is 9600 feet. There can
      be no
      assurances that we will be able be successful and achieve profitability in
      the
      drilling of these wells.




**The
      Lodgepole Formation - Valley County, Montana**




On
      August
      22, 2006, we entered into a Participation Agreement (“ Agreement ”),
      with
      three other companies to participate in a twin well to Evaline 1-18 Well,
      located in Section 18, Township 30 North Range 45 East in Valley County,
      Montana. The expected cost of the twin well is $600,000 for drilling, completion
      and connection of the production to the existing surface facilities at the
      well.
      Pursuant to the Agreement, the cost is divided into six parts and each signatory
      to the Agreement is obligated to pay a pro-rata share of the cost upon execution
      of the Agreement. We have signed this Agreement to obtain the opportunity to
      drill into a Lodgepole Reef, already known to contain oil and gas. The Evaline
      1-18 produced from the lower edge of a Lodgepole reef when it was completed
      in
      December 2002 at calculated rates of 1400 barrels of oil per day from drill
      stem
      test results and 1508 barrels of oil per day from initial production testing
      before drawing in water. The twin to the Evaline 1-18 will target the higher
      top
      of the reef further from the water contact.





12




**Competition**




Competition
      in the oil and gas industry is extreme. We compete with major oil companies
      and
      large independents for the acquisition of leases and properties. Most
      competitors have financial and other resources which substantially exceed those
      of ours. Resources of our competitors may allow them to pay more for desirable
      leases and to evaluate, bid for and purchase a greater number of properties
      or
      prospects than us. Our ability to replace and expand our reserves is dependent
      on our ability to select and acquire producing properties and prospects for
      future drilling.




**Customers**




If
      production begins from our properties, we anticipate typical customers will
      be
      marketers of oil and natural gas products and the Company will seek end-users
      for the sale of our production.




**Patents,
      Trademarks & Licenses**




We
      do not
      own any patents, trademarks, copyrights or other forms of intellectual property.





**Critical
      Accounting Policies**




Our
      discussion and analysis of our financial condition are based upon our financial
      statements, which have been prepared in accordance with accounting principles
      generally accepted in the United States of America. The preparation of these
      financial statements requires us to make estimates and judgments that affect
      the
      reported amount of assets, liabilities, revenues and expenses and related
      disclosure of contingent liabilities. On an ongoing basis, we evaluate our
      estimates, including those related to inventories, revenues, deferred income
      taxes and long-lived assets. We based our estimates on our historical
      experience, knowledge of current conditions and our beliefs of what could occur
      in the future considering available information. Actual results may differ
      from
      these estimates under different assumptions or conditions. We believe the
      following critical accounting policies affect its more significant judgments
      and
      estimates used in the preparation of its financial statements.




**Income
      Taxes**




We
      recognize deferred tax assets and liabilities for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases and operating
      loss and tax credit carry forwards. Deferred tax assets and liabilities are
      measured using enacted tax rates expected to apply to taxable income in the
      years in which those temporary differences are expected to be recovered or
      settled. The effect on deferred tax assets and liabilities or a change in tax
      rate is recognized in income in the period that includes the enactment date.
      Deferred tax assets are reduced to estimated amounts to be realized by use
      of a
      valuation allowance. The principal types of temporary differences between assets
      and liabilities for financial statement and tax return purposes are net
      operating loss carry forwards.




**Loss
      per Common Share**




Basic
      loss per share is computed by dividing net loss, after deducting preferred
      stock
      dividends accumulated during the period, by the weighted-average number of
      shares of Common Stock outstanding during each period. Diluted earnings per
      share are computed by dividing net loss by the weighted average number of shares
      of Common Stock and potentially dilutive securities outstanding during each
      period. Potentially dilutive securities have not been included in the
      computation of diluted loss per share because it would be
      anti-dilutive.




**Revenue
      Recognition**




We
      recognize revenue when earned on the basis of production for drilling operations
      pursuant of the terms of the relevant mining agreements and SAB 101 and SAB
      104.




**Oil
      and Gas Properties**




The
      Company uses the successful efforts method of accounting for oil and gas
      producing activities. Costs to acquire mineral interests in oil and gas
      properties, to drill and equip exploratory wells that find proven reserves,
      and
      to drill and equip development wells are capitalized. Costs to drill exploratory
      wells that do not find proven reserves, geological and geophysical costs, and
      costs of carrying and retaining unproven properties are expensed.




13


Unproven
      oil and gas properties that are individually significant are periodically
      assessed for impairment of value, and a loss is recognized at the time of
      impairment by providing an impairment allowance. Other unproved properties
      are
      amortized based on the Company's experience of successful drilling and average
      holding period. Capitalized costs of producing oil and gas properties, after
      considering estimated residual salvage values, are depreciated and depleted
      by
      the unit-of-production method. Support equipment and other property and
      equipment are depreciated over their estimated useful lives.




On
      the
      sale or retirement of a complete unit of a proved property, the cost and related
      accumulated depreciation, depletion, and amortization are eliminated from the
      property accounts, and the resultant gain or loss is recognized. On the
      retirement or sale of a partial unit or proved property, the cost is charged
      to
      accumulated depreciation, depletion, and amortization with a resulting gain
      or
      loss recognized in income.




**Other
      Property and Equipment**




Property
      and equipment are recorded at cost. Depreciation is provided for over the
      estimated useful lives of the respective assets using the straight-line method
      for financial reporting purposes and the accelerated method for income tax
      purposes. Amortization of the leasehold improvements is provided for on the
      straight-line method over the term of the lease. Maintenance, repairs, and
      minor
      renewals are charged to expense as incurred while expenditures that materially
      increase values, change capacities, or extend useful lives are
      capitalized.




**Stock
      Based Compensation**




In
      December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,”
which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under
      SFAS No. 123(R), companies are required to measure the compensation costs
      of share-based compensation arrangements based on the grant-date fair value
      and
      recognize the costs in the financial statements over the period during which
      employees are required to provide services. Share-based compensation
      arrangements include stock options, restricted share plans, performance-based
      awards, share appreciation rights and employee share purchase plans. In March
      2005 the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB
      107 expresses views of the staff regarding the interaction between SFAS
      No. 123(R) and certain SEC rules and regulations and provides the staff's
      views regarding the valuation of share-based payment arrangements for public
      companies. SFAS No. 123(R) permits public companies to adopt its
      requirements using one of two methods. On April 14, 2005, the SEC adopted a
      new
      rule amending the compliance dates for SFAS 123R. Companies may elect to apply
      this statement either prospectively, or on a modified version of retrospective
      application under which financial statements for prior periods are adjusted
      on a
      basis consistent with the pro forma disclosures required for those periods
      under
      SFAS 123. Effective January 1, 2006, the Company has fully adopted the
      provisions of SFAS No. 123R and related interpretations as provided by SAB
      107. As such, compensation cost is measured on the date of grant at their fair
      value. Such compensation amounts, if any, are amortized over the respective
      vesting periods of the option grant. The Company applies this statement
      prospectively.




**Recent
      Accounting Pronouncements**




SFAS
      155,
      Accounting for Certain Hybrid Financial Instruments and SFAS 156, Accounting
      for
      Servicing of Financial Assets were recently issued. SFAS 155 and 156 have no
      current applicability to the Company and have no effect on the financial
      statements.




**Going
      Concern**




Our
      auditors included an explanatory paragraph indicating various factors that
      raise
      substantial doubt about our ability to continue as a going concern. Our
      financial statements are presented on a going concern basis, which contemplates
      the realization of assets and satisfaction of liabilities in the normal course
      of business. We have
      operating and liquidity concerns, has incurred an accumulated deficit of
      approximately $9,949,532 through the period ended September 30, 2006, and
      current liabilities exceeded current assets by approximately $1,313,885 at
      September 30, 2006. Our
      ability to continue as a going concern is dependent upon our ability to secure
      adequate financing at acceptable terms and attain profitable operations. In
      addition, our ability to continue as a going concern must be considered in
      light
      of the problems, expenses and complications frequently encountered by entrance
      into new or established markets and the competitive environment in which we
      operate.




Our
      financial statements do not include any adjustments to reflect the possible
      future effects on the recoverability and classification of assets or the amounts
      and classification of liabilities that may result from the possible inability
      of
      us to continue as a going concern. Our management is seeking additional
      financing and the restructuring of existing debt as well as new business
      opportunities. In August 2006, in connection with the financing transaction
      with
      Cornell Capital Partners, we obtained new secured debt in the form of secured
      convertible debentures.




14


**Results
      Of Operations For The Quarter Ended September 30, 2006, Compared To The
      Quarter Ended September 30, 2005**




**Revenues**




Revenue
      for the quarter ended September 30, 2006 and September 30, 2005 was
      $0.




**Operating
      Expenses**




Operating
      expenses for the quarter ended September 30, 2006 were $1, 847,533 compared
      to
      operating expenses of $30,025 the same period ended September 30, 2005. The
      increase in operating expenses is primarily as a result of the stock
      compensation costs of $ 1,250,000 and the exploration costs of $481,216.
      Administrative costs increased from $30,025 for the quarter ended September
      30,
      2005 to $116,317 for the period ended September 30, 2006.







**Liquidity
      and Capital Resources**




Since
      our
      inception, we have sustained losses. Our operations and growth were previously
      funded by the sale of Common Stock, preferred stock and convertible debentures
      and will be funded through an offering of equity and warrants.




As
      of
      September 30, 2006, we had $1,192,286 available in cash (as a result of the
      sale
      of securities during this quarter) and $2,796,163 in current liabilities. In
      July 2006 the Company sold a total of 333,332 units for gross proceeds of
      $50,000. Each unit consists of one share of Common Stock at a price of $0.15
      and
      one warrant to purchase a share of Common Stock at a price of $0.25. The
      warrants expire one year from the date of issuance.




On
      August
      1, 2006, the Company,entered
      intoa
      SecuritiesPurchase
      Agreement with. .Cornell
      CapitalPartners, LP. Pursuant to the Securities PurchaseAgreement,theCompany
      issues secured convertible debenturesto
      CornellCapital
      Partners in the originalprincipal
      amount of $2,000,000, of which $1,000,000. was funded following the, executionof
      the
      Securities Purchase Agreementand
      $1,000,000 was funded onSeptember
      11,2006,
      the
      Company received net proceeds after expenses of $1,725,000.The secured
      convertible debentures issued to Cornell Capital Partners, LP have a 36-month
      term, accrue annual interest of 10%, and can be converted, at the holder’s
      option, at a conversion price equal to either (a) $0.216 or (b) ninety five
      percent (95%) of the lowest volume weighted average price of our Common
      Stock during the thirty (30) trading days immediately preceding the conversion
      date as quoted by Bloomberg, LP. The debentures may be redeemed by the Company
      at any time, in whole or in part. If on the date of redemption, the closing
      price of our Common Stock is greater than the conversion price in effect, we
      shall pay a redemption premium of 20% of the amount redeemed in addition to
      such
      redemption. Upon redemption we shall issue to Cornell Capital Partners warrants
      to purchase 25,000 shares of Common Stock at an exercise price of 120% of the
      bid price of our Common Stock on the closing date, as quoted by Bloomberg,
      LP,
      for every $100,000 redeemed. The secured convertible debenture is secured by
      substantially all our assets.




In
      connection with the Securities Purchase Agreement, we issued two warrants to
      Cornell Capital Partners. The first warrant issued to Cornell Capital Partners
      for 4,500,000 shares of our Common Stock has an exercise price equal to $0.18,
      which may be adjusted under the terms of the warrant. The second warrant to
      Cornell Capital Partners for 4,500,000 shares of our Common Stock has an
      exercise price equal to $0.27, which may be as adjusted under the terms of
      the
      warrant. The warrants have a term of five years and shall expire on from August
      1, 2011.




**Off-balance
      Sheet Arrangements**




There
      are
      no off balance sheet arrangements that have or are reasonably likely to have
      a
      current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures or capital resources that are material to investors.




15




**ITEM
      3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES**




We
      carried out an evaluation, under the supervision and with the participation
      of
      our management, including our Chief Executive Officer and Principal Financial
      Officer, of the effectiveness of our disclosure controls and procedures, as
      defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
      1934
      as of the end of the period covered by this report. Based on that evaluation,
      our Chief Executive Officer and Principal Financial Officer have concluded
      that
      our disclosure controls and procedures as of September 30, 2006were effective
      to
      ensure that information required to be disclosed by us 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 Securities
      and
      Exchange Commission’s rules and forms.




There
      have been no material changes in our internal controls over financial reporting
      or in other factors that could materially affect, or are reasonably likely
      to
      affect, our internal controls over financial reporting during the quarter ended
      September 30, 2006.




16





PART
      II OTHER INFORMATION





Item
      1. Legal
      Proceedings




Not
      applicable





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





In
      July
      2006 the Company sold a total of 333,332 units for gross proceeds of $50,000.
      Each unit consists of one share of Common Stock at a price of $0.15 and one
      warrant to purchase a share of Common Stock at a price of $0.25. The warrants
      expire one year from the date of issuance. The offer and sale of the securities
      above were effected in reliance on the exemptions for sales of securities not
      involving a public offering, as set forth in Rule 506 promulgated under the
      Securities Act of 1933, as amended (the “Securities Act”) and in Section 4(2)
      and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D.





In
      July
      2006 the Company issued a total of 5,500,000 shares of common stock to three
      consultants for services. The fair market value on the date of issuance was
      $1,250,000. The
      offer and sale of the securities above were effected in reliance on the
      exemptions for sales of securities not involving a public offering, as set
      forth
      in Rule 506 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”) and in Section 4(2) and Section 4(6) of the Securities Act
      and/or Rule 506 of Regulation D.





In
      July
      2006 the Company issued 9,300,000 shares of common stock to the Executive
      Officer in full satisfaction of $210,000 of accrued compensation and $1,314,814
      of advances made on behalf of the Company. The
      offer
      and sale of the securities above were effected in reliance on the exemptions
      for
      sales of securities not involving a public offering, as set forth in Rule 506
      promulgated under the Securities Act of 1933, as amended (the “Securities Act”)
      and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506
      of
      Regulation D.








Item
      3.
      Defaults upon Senior Securities





Not
      applicable





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





None.





Item
      5.
      Other Information





Not
      applicable





Item
      6.
      Exhibits




A.
      Exhibits:




31.1
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act.




31.2
            Certification
                of Principal Financial and Accounting Officer Pursuantto
                Section 302 of the Sarbanes-Oxley Act.





32.1
            Certification
                of Chief Executive Officer Pursuant to Section 906 of theSarbanes-Oxley
                Act.





32.2
            Certification
                of Principal Financial and Accounting Officer Pursuantto
                Section 906 of the Sarbanes-Oxley Act.








17







SIGNATURE




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934 the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




DELEK
                RESOURCES, INC.(Registrant)By:
            /s/ LEONARD
              STERNHEIMLeonard
                Sternheim, Sole DirectorPresident,
                Chief Accounting OfficerDate:
                November 28, 2006




18




Exhibit
      Index




**Exhibit No.**
            
            **Description**  31.1
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act.  31.2
              Certification
                  of Principal Financial and Accounting Officer Pursuantto
                  Section 302 of the Sarbanes-Oxley Act.
 
 32.1
              Certification
                  of Chief Executive Officer Pursuant to Section 906 of theSarbanes-Oxley
                  Act.
 
 32.2
              Certification
                  of Principal Financial and Accounting Officer Pursuantto
                  Section 906 of the Sarbanes-Oxley Act.
 
 19