**Exhibit
      31.2**





**Certification
      of the Company’s Principal Financial Officer**


**Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002**


**and
      Securities and Exchange Commission Release 34-46427**





I,
      Paul
      Freed, certify that:





1 I
      have
      reviewed this Form 10-KSB/A of Ultitek, Ltd., a Nevada corporation (the
“Company”);





2. Based
      on
      my knowledge, this annual report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this annual
      report;





3. Based
      on
      my knowledge, the financial statements, and other financial information included
      in this annual report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods present in this annual report;





4. The
      small
      business issuers other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the
      small business issuer and have:





(a) Designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed under our supervision, to ensure that material
      information relating to the small business issuer, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this annual report is being prepared;





(b) Designed
      such internal control over financial reporting, or caused such internal control
      over financial reporting to be designed under our supervision, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principals;





(c) Evaluated
      the effectiveness of the small business issuer’s disclosure controls and
      procedures and presented in this annual report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this annual report based on such evaluation; and





(d) Disclosed
      in this annual report any change in the small business issuer’s internal control
      over financing reporting that occurred during the small business issuer’s most
      recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the
      case of an annual report) that has materially affected, or is reasonably likely
      to materially affect, the small business issuer’s internal control over
      financial reporting; and





5. The
      small
      business issuer’s other certifying officer(s) and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to the
      small business issuer’s auditors and the audit committee of the small business
      issuer’s board of directors (or persons performing the equivalent
      functions):





(a) All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonable likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and





(b) Any
      fraud, whether or not material, that involved management or other employees
      who
      have a significant rile in the small business issuer’s internal control over
      financial reporting.




Dated:
                May 14, 2007
            
            /s/ PAUL
                FREEDPaul
                FreedChief
                Financial Officer
              (Principal
                Financial Officer)