**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**







**FORM
      10-QSB**





(Mark
      One)


x
              QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934




For
      the
      quarterly period ended **March
      31, 2007**




OR


o
                  TRANSACTION
                        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                        EXCHANGE ACT OF
                        1934


For
      the
      transition period from ________________ to ________________





Commission
      file number: **000-51819**





**ULTITEK,
                LTD.**(Exact
                Name of Registrant as Specified in Its
                Charter)





**Nevada**
            
            **20-2556241**(State
                of Other Jurisdiction of Incorporation or
              Organization)
            
            (I.R.S.
                Employer Identification Number)**560
                Sylvan Avenue**
              **Englewood
                Cliffs, NJ**
            
            **07632**(Address
                of Principal Executive Offices)
            
            (Zip
                Code)





**(201)
                541-1700**(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) has 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 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.


x
      Yes o No





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


o
      Yes x No







State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. 74,431,933
      shares of common stock, par value $0.0001 per share, issued and outstanding
      as
      of May 14, 2007 .





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







**TABLE
      OF CONTENTS**





**Page****PART
                I - FINANCIAL INFORMATION**
            
            3Item
                1.
            
            Financial
                Statements
            
            3Item
                2.
            
            Management’s
                Discussion and Analysis or Plan of Operation
            
            8Item
                3.
            
            Controls
                and Procedures
            
            12**PART
                II - OTHER INFORMATION**
            
            13Item
                1.
            
            Legal
                Proceedings
            
            13Item
                2.
            
            Unregistered
                Sale of Equity Securities and Use of Proceeds
            
            13Item
                3.
            
            Defaults
                Upon Senior Securities
            
            13Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            13Item
                5.
            
            Other
                Information
            
            13Item
                6.
            
            Exhibits
            
            13**SIGNATURES**
            
            14





2


**PART
      I**


**FINANCIAL
      INFORMATION**





**Item
      1. Financial Statements.**




ULTITEK,
        LTD. AND SUBSIDIARY
  CONSOLIDATED
        BALANCE SHEETS




March
                31,
            
            December
                31,2007
            
            2006(Unaudited)ASSETSCURRENT
                ASSETSCash
            
            
            25,113
            
            
            6,900Accounts
                receivable
            
            
            403,875
            
            
            380,698Work
                in progress
            
            
            430,137
            
            
            502,152Prepaid
                expenses
            
            
            60,260
            
            
            43,574Total
                Current Assets
            
            
            919,385
            
            
            933,324OFFICE
                EQUIPMENT, net of accumulated depreciation of $65,167 and $62,831,
                respectively
            
            
            127,233
            
            
            141,611Other
                Assets
            
            
            7,000
            
            
            7,000Total
                Assets
            
            
            1,053,618
            
            
            1,081,935LIABILITIES
                AND STOCKHOLDER'S DEFICITCURRENT
                LIABILITIESNote
                payable to individual
            
            
            145,000
            
            
            30,000Accounts
                payable
            
            
            306,640
            
            
            353,881Deferred
                revenue
            
            
            692,737
            
            
            564,272Accrued
                salaries and related taxes
            
            
            22,011
            
            
            39,336Accrued
                expenses-other
            
            
            80,941
            
            
            83,458Total
                Current Liabilities
            
            
            1,247,329
            
            
            1,070,9477%
                CONVERTIBLE DEBENTURE
            
            
            343,644
            
            
            336,719STOCKHOLDER'S
                DEFICITPreferred
                stock, par value $0.001, authorized100,000,000
                shares, none issued and outstandingCommon
                stock, par value $0.0001, authorized1,000,000,000
                shares, issued and outstanding75,114,635
                and 74,277,083 at March 31, 2007 and December 31, 2006,
                respectively
            
            
            7,512
            
            
            7,428Additional
                paid in capital
            
            
            8,209,755
            
            
            8,109,839Accumulated
                deficit
            
            
            (8,774,197
            )
            
            (8,437,806
            )Accumulated
                and comprehensive income
            
            
            19,575
            
            
            (5,192
            )Total
                Stockholder's Deficit
            
            
            (537,355
            )
            
            (325,731
            )1,053,618
            
            
            1,081,935




See
      accompanying notes to consolidated financial statements.




3


ULTITEK,
        LTD. AND SUBSIDIARY


UNAUDITED
        CONSOLIDATED STATEMENTS OF OPERATIONS




For
                the Three Months EndedMarch
                31,2007
            
            2006(Restated)Revenues
            
            $
            590,751
            
            $
            457,206Costs
                and expenses:Cost
                of revenues
            
            
            553,605
            
            
            437,590Selling,
                general and administrativeExpenses
            
            
            200,926
            
            
            4,918,337Research
                and development expenses
            
            
            150,000
            
            
            22,500Interest
                Expense
            
            
            18,902
            
            
            153,725Depreciation
            
            
            2,336
            
            
            3,766Total
                Costs and Expenses
            
            
            925,769
            
            
            5,535,918NET
                INCOME (LOSS) BEFORETAXES
            
            
            (335,018
            )
            
            (5,078,712
            )PROVISION
                FOR INCOME TAXES
            
            
            1,373
            
            
            4,691NET
                INCOME (LOSS)
            
            
            ($336,391
            )
            
            ($5,083,403
            )NET
                LOSS PER COMMONSHARE
                (Basic and Diluted)
            
            
            ($0.01
            )
            
            ($0.08
            )WEIGHTED
                AVERAGE SHARES OUTSTANDING (Basic and diluted)
            
            
            74,666,312
            
            
            62,790,333





See
                accompanying notes to consolidated financial
                statements.





4


ULTITEK,
        LTD. AND SUBSIDIARY


UNAUDITED
        CONSOLIDATED STATEMENTS OF CASH FLOWS




For
                the Three Months EndedMarch
                31,2007
            
            2006(Restated)CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            
            ($336,391
            )
            
            ($5,083,403
            )Adjustments
                to reconcile net loss to net cash provided byoperating
                activities:Depreciation
            
            
            2,336
            
            
            3,766Stock
                based compensation
            
            
            100,000
            
            
            4,694,351Interest
                Expense
            
            
            
            
            
            151,558Legal
                expense
            
            
            19,725
            
            
            144,000Amortization
                of discount
            
            
            6,925
            
            
            604Changes
                in assets and liabilities:Increase
                in accounts receivable
            
            
            (23,177
            )
            
            (54,002
            )Decrease
                in work in progress
            
            
            72,015
            
            
            45,220Increase
                in prepaid expenses
            
            
            (36,411
            )
            
            (13,433
            )Increase
                (decrease) in accounts payable
            
            
            (47,241
            )
            
            10,518Increase
                in deferred revenue
            
            
            128,465
            
            
            -Increase
                (decrease) in accrued salariesand
                related taxes
            
            
            (17,325
            )
            
            55,757Decrease
                in accrued income taxes
            
            
            -
            
            
            (22,670
            )Increase
                (decrease) in accrued expenses-other
            
            
            (2,517
            )
            
            16,394Net
                cash used in operating activities
            
            
            (133,596
            )
            
            (51,340
            )CASH
                FLOWS FROM INVESTING ACTIVITIESDisposal
                of office equipment
            
            
            12,042
            
            
            -Purchase
                of office equipment
            
            
            -
            
            
            (6,049
            )Net
                cash used in investing activities
            
            
            12,042
            
            
            (6,049
            )CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                of 7% convertible debenture
            
            
            
            
            
            70,000Note
                payable to individual- proceeds
            
            
            115,000
            
            
            550Stock
                subscription receivable
            
            
            
            
            
            450Net
                cash provided by financing activities
            
            
            115,000
            
            
            71,000EFFECT
                OF EXCHANGE RATE ON CASH
            
            
            24,767
            
            
            381INCREASEIN
                CASH
            
            
            18,213
            
            
            13,992CASH
                AT BEGINNING OF PERIOD
            
            
            6,900
            
            
            60,324CASH
                AT END OF PERIOD
            
            $
            25,113
            
            $
            74,316




See
        accompanying notes to consolidated financial statements




5


ULTITEK,
        LTD. AND SUBSIDIARY


UNAUDITED
        CONSOLIDATED STATEMENTS OF CASH FLOWS





For
                the Three Months EndedMarch
                31,2007
            
            2006(Restated)SUPPLEMENTAL
                CASH FLOW DISCLOSURESNon-cash
                transactions:Issuance
                of 12,000,000 shares of commonstock as stock based
                compensation
            
            
            
            
            $
            3,000,000Fair
                value of options and warrants issued
            
            
            
            
            
            1,694,351Issuance
                  of 837,552 shares of common stock as stock based
                  compensation
            
            
            100,000





See
                accompanying notes to consolidated financial
                statements.




6


ULTITEK,
      LTD. AND SUBSIDIARY




NOTES
      TO
      UNAUDITED CONDENSED FINANCIAL STATEMENTS




NOTE
      A -
      BASIS OF PRESENTATION




The
      accompanying condensed consolidated financial statements have been prepared
      in
      accordance with generally accepted accounting principles for interim financial
      information. Accordingly, they do not include all of the information and
      footnotes required by generally accepted accounting principles for complete
      financial statements. In the opinion of management, all adjustments (consisting
      of normal recurring accruals) considered necessary in order to make the
      financial statements not misleading have been included. Results for the three
      months ended March 31, 2007 are not necessarily indicative of the results that
      may be expected for the year ending December 31, 2007. For further
      information, refer to the financial statements and footnotes thereto included
      in
      the Ultitek, LTD. and Subsidiaries annual report on Form 10KSB for the year
      ended December 31, 2006.





NOTE
      B-
      GOING CONCERN





As
      shown
      in the accompanying financial statements, the Company has incurred a net loss
      of
      $336,391 in the three months ended March 31, 2007 and had a stockholders’
deficit of $537,355 at March 31, 2007. Management’s plans include the raising of
      capital through the equity markets to fund future operations, seeking additional
      acquisitions, and generating of revenue through its business. Additionally,
      even
      if the Company does raise sufficient capital to support its operating expenses
      and generate adequate revenues, there can be no assurances that the revenue
      will
      be sufficient to enable it to develop business to a level where it will generate
      profits and cash flows from operations. These matters raise substantial doubt
      about the Company’s ability to continue as a going concern. However, the
      accompanying consolidated financial statements have been prepared on a going
      concern basis, which contemplates the realization of assets and satisfaction
      of
      liabilities in the normal course of business. These consolidated financial
      statements do not include any adjustments relating to the recovery of the
      recorded assets or the classification of the liabilities that might be necessary
      should the Company be unable to continue as a going concern.





NOTE
      C -
      STOCKHOLDERS’ DEFICIT





During
      the three months ended March 31, 2007, the Company recorded $100,000 in
      consulting fees and has included in shares outstanding an additional 837,552
      shares of common stock. To date, the shares have not been issued.





On
      March
      23, 2007, the Company filed with the SEC a Registration Statement on Form S-8
      therein registering 7,000,000 shares of common stock underlying awards granted
      or available for grant under the Company’s 2007 Incentive Compensation Plan with
      a maximum offering price of $0.10.




NOTE
      D -
      SUBSEQUENT EVENT




On
      April
      5, 2007, the Company approved and issued 3,000,000 restricted shares of common
      stock to a consultant of the Company at $0.11 per share and 500,000 shares
      of
      S-8 stock for legal services at $0.10per
      share




On
      April
      24, 2007, the Company approved and issued an aggregate of 1,041,600 restricted
      shares of common stock to three consultants at $0.14 per share and 100,000
      shares of S-8 stock at $0.10 pershare to
      a fourth consultant of the Company.




7


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





**Forward-Looking
      Statements**





*This
      Report contains statements that we believe are, or may be considered to be,
      “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995. All statements other than statements of
      historical fact included in this Report regarding the prospects of our industry
      or our prospects, plans, financial position or business strategy, may constitute
      forward-looking statements. In addition, forward-looking statements generally
      can be identified by the use of forward-looking words such as “may,” “will,”
“expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,”
“plans,” “forecasts,” “continue” or “could” or the negatives of these terms or
      variations of them or similar terms. Furthermore, such forward-looking
      statements may be included in various filings that we make with the SEC or
      press
      releases or oral statements made by or with the approval of one of our
      authorized executive officers. Although we believe that the expectations
      reflected in these forward-looking statements are reasonable, we cannot assure
      you that these expectations will prove to be correct. These forward-looking
      statements are subject to certain known and unknown risks and uncertainties,
      as
      well as assumptions that could cause actual results to differ materially from
      those reflected in these forward-looking statements. Readers are cautioned
      not
      to place undue reliance on any forward-looking statements contained herein,
      which reflect management’s opinions only as of the date hereof. Except as
      required by law, we undertake no obligation to revise or publicly release the
      results of any revision to any forward-looking statements. You are advised,
      however, to consult any additional disclosures we make in our reports to the
      SEC. All subsequent written and oral forward-looking statements attributable
      to
      us or persons acting on our behalf are expressly qualified in their entirety
      by
      the cautionary statements contained in this Report.*





***Business
      Overview***





Ultitek
      was originally incorporated in the State of Delaware on January 11, 2005. On
      March 11, 2005, the Company was reincorporated in the State of Nevada. Also
      on
      March 11, 2005, the Company entered into a share exchange agreement with
      Transport Automation Information Systems (TAIS) pursuant to which the Company
      exchanged 15,000,000 shares of the Company’s common stock for all of the issued
      and outstanding shares of TAIS. In connection with the merger, TAIS became
      a
      wholly owned subsidiary of the Company. Through TAIS, the Company owns and
      operates the ULTITEK System consisting of a Computerized Reservation System,
      a
      Global Distribution System, and operation systems for the airlines, to be
      marketed worldwide.





Prior
      to
      the merger, the Company was a non-operating “shell” corporation. For financial
      statement purposes, the merger has been reflected in the financial statements
      and below as though it occurred on January 1, 2004. The historical statements
      prior to the date of merger are those of TAIS. Since the merger is a
      recapitalization and not a business combination, pro-forma information is not
      presented.





***Our
      Principal Products and Services***





We
      operate a completely independent reservation, global distribution, and airline
      operation system. Essentially, computer reservation systems and global travel
      distribution systems were partly or completely owned and hosted by a few large
      airlines. The remaining airlines are guests using these systems to have their information
      stored on the system hosted by a competitor who charges significant
      user  fees
      while accumulating proprietary and confidential information of the guest
      airline.  There
      are
      approximately ten large airlines with their own system, which host the
      other 990
      regional, mid-size and small airlines. We have a product that will provide these
      airlines a state-of-the-art system that is efficient, less costly and allows
      them to maintain
      their proprietary information.





The
      Company’s software, known as the ULTITEK System (“ULTITEK System”), consists of
      the following systems:




·****Computerized
      Reservation System (“CRS”). The Computer Reservations System is the module
      primarily designed to maintain seats inventory for airlines and to assist travel
      agencies book seats and other travel. Computerized Reservation System has a
      wide
      range of travel agency solutions, with an easy graphical interface including
      tools to run a travel agency productively.




8




·  Global
      Distribution System (“GDS”) .
      The
      Global Distribution System is designed to disseminate flight schedules, seating
      availability, and pricing information electronically to customers. Modules
      provide solutions that meet the booking needs of travel agencies or in-house
      corporate travel departments.





·  Airline
      Operations System (“AOS”) .
      The
      Airline Operations System allows a subscriber airline to manage every aspect
      of
      the airline’s operations, which makes ULTITEK a complete solution.





·  Departure
      Control System (“DCS”) .
      The
      Departure Control System controls passenger registration and identification,
      boarding passes and seating assignments.





The
      ULTITEK System will also include (a) a complete accounting system, including
      revenue management, yield management, accounts payable, accounts receivable,
      general ledger and cost accounting; (b) inventory control for the number
      of seats
      available on a flight; (c) inventory control for spare parts and other
      miscellaneous components; (d) maintenance; (e) fixed assets; (f) purchasing;
      (g)
      airport departure control (including control of boarding passes); (h)
      inter-airline clearing facility with electronic funds transfer; (i) aircraft
      dispatching; (j) crew management/scheduling; (k) airplane equipment inventory;
      (l) miscellaneous supplies and logistics; (m) inter-city long haul bus
      station/scheduling/reservation system; (n) reservations via Internet; (o)
      theater tickets sales; (p) multilingual features; (q) access to hotel
      reservations; (r) access to car rental reservations; (s) access to other tour
      operators; (t) frequent flyer programs; and (u) charter airline management
      modules.





The
      ULTITEK System is currently accredited by International Air Transport
      Association (“IATA”) defined as a Computerized Reservation System  and
      has
      an IATA designated code. ULTITEK system communicates with most distribution
      systems worldwide.





The
      ULTITEK System initially will be available in English and Russian. Subsequently,
      language modules will include French, German, Spanish, and other languages,
      as
      necessary, for ease of use and to support international marketing efforts at
      an
      anticipated cost ranging from $300,000 to $500,000 per additional language
      module.





The
      ULTITEK System also offers (i) compatibility with standard technologies to
      facilitate integration into any agency environment; (ii) travel documents,
      ranging from a single ticket for multi airline bookings to boarding passes,
      car
      vouchers, itinerary information, invoices and tickets; and (iii) a
      state-of-the-art, real time approach to distributed data-bases.





Travel
      agents and the general public will have multiple communication paths, including
      Internet access to each of the appropriate system modules all of which will
      have
      security features allowing only authorized personnel to perform functions and
      access information based upon their security level. Seamless connectivity is
      a
      key to the ULTITEK System. Currently, travel agents usually access a database
      that holds comprehensive information which is submitted and updated on a set
      schedule by travel providers. The ULTITEK System will enable agents to connect
      directly and seamlessly into a real-time system that has the most up-to-date
      information about availability, rates, conditions, etc.





ULTITEK
      will provide a virtual private network based on the Internet. This feature
      will
      allow ULTITEK’s Systems the ability to issue tickets for trips involving the
      subscriber airline or multiple airlines and act as a clearinghouse. Tickets
      may
      be issued as e-tickets, smart-card tickets, or via hard copy at a travel agency.
      This feature allows corporations to make their own reservations and issue
      tickets at the travel agency of their choice.





Communication
      capabilities are an important part of our product. There will be a
      state-of-the-art virtual private network communications infrastructure for
      a
      global network. This design approach generates significant communications
      savings to the subscriber airline. All that is required is dual high-speed
      Internet connection. The ULTITEK global network connections will link providers
      and users. It will be designed to support the massive, high-speed transmission
      of data, voice and video, with numerous back-up and security mechanisms to
      route
      data around the world. There will also be a diverse array of promotional
      opportunities for airlines and tour operators, ranging from weather forecasts
      to
      destination city information.




9




Hardware
      sales will be offered as a service, if requested by the
      subscriber.





***Liquidity
      and Capital Resources***





As
      of
      March 31, 2007, we had $25,113 cash on hand and had a net loss of $336,391,
      and
      there is substantial doubt about our ability to continue as a going concern.
      We
      have financed our operations to date from loans, the sale of equity securities
      and through revenues.





We
      do not
      expect to incur significant marketing or expansion expenses with respect to
      the
      sale of ULTITEK Systems. Consequently, any significant increases in sales
      requirements will be predicated entirely upon the particular circumstances
      of
      each new agreement, and capital requirements will follow the same particular
      circumstance.





The
      level
      of cash flows we derive from operations will depend to a significant degree
      on
      our ability to license the ULTITEK Systems. If we are unable to generate
      sufficient cash flows from operations, we will attempt to raise additional
      funds
      to cover the costs of operations through additional private or public offerings
      of debt or equity securities. There is no assurance that we will be able to
      raise additional funds. If we cannot, we will be forced to curtail our
      operations or possibly be forced to evaluate a sale or liquidation of our
      assets. Even if we are successful in raising additional funds, there is no
      assurance regarding the terms of any additional investment. Any future financing
      may involve substantial dilution to existing investors.





***Results
      of Operations***





*Three
      Months Ended March 31, 2007 Compared to Three Months Ended March 31, 2006*





Our
      total
      revenue increased by $133,544, or approximately 29.2% from $457,206 for the
      three months ended March 31, 2006 to $590,751 for the three months ended March
      31, 2007. This increase was due to an increase in software licenses and
      maintenance fees.





Our
      costs
      of revenue increased by $116,015, or approximately 26.5%, from $437,590 for
      the
      three months ended March 31, 2006 to $553,605 for the three months ended March
      31, 2007. This increase was primarily due to an increase in the number of
      software licenses and maintenance activity which necessitated our increased
      utilization of programmers and consultants.





***Research
      and Development***





For
      the
      three months ended March 31, 2007, we spent approximately $150,000 in research
      and development, an increase from $22,500 for the three months ended March
      31,
      2006. This increase was due to the development and integration of reservation
      and financial systems. As we implement our business strategy and grow our
      business, we
      expect
      to incur significant research and development expenses with respect to our
      software and anticipate significant changes in research and development for
      our
      software. Any significant increases in research and development will be
      predicated entirely upon the particular circumstances of any acquisitions that
      we make, including the state of development of the technology, the complexity
      and the requirement for modification or integration with other
      solutions.





***Revenue
      Recognition***





The
      Company derives revenue from the following sources: (i) software, which includes
      the sale of the Company’s software licenses and (ii) services, which includes
      consulting and maintenance.





The
      Company’s records revenue pursuant to the Statement of position No. 97-2,
      Software Revenue recognition, issued by the American Institute of Certified
      Public Accountants.




10




For
      software license arrangements that do not require significant modification
      or
      customization, we recognize new software license revenue when (i) we enter
      into
      a legally binding arrangement with a customer for the license of software;
      (ii)
      we deliver the products; (iii) customer payment is deemed fixed and determinable
      and free of contingencies or significant uncertainties; and (iv) collection
      is
      probably. Substantially all of our new software license revenues are recognized
      in this manner.





Revenues
      from consulting services are generally recognized as the services are performed.





In
      certain consulting contracts, modifications to software may be accounted for
      based upon contract accounting using the completed contract method. Contract
      accounting is applied to any arrangement: (i) that includes milestones or
      customer specific acceptance criteria that maybe effect collection of software
      license fees; (ii) where services include significant modification or
      customization of software; or (iii) where software license payment is tied
      to
      the performance of consulting services.





**Off-Balance
      Sheet Arrangements**





We
      did
      not have any 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 is material to investors.





***Critical
      Accounting Policies & Estimates***





The
      following describes critical accounting policies and estimates:





Use
      of
      Estimates





It
      is
      important to note that when preparing the financial statements in conformity
      with U.S. generally accepted accounting principles, management is required
      to
      make certain estimates and assumptions that affect the amounts reported and
      disclosed in the financial statements and related notes. Actual results could
      differ if those estimates and assumptions approve to be incorrect.





On
      an
      ongoing basis, we evaluate our estimates, including those related to estimated
      customer life, used to determine the appropriate amortization period for
      deferred revenue and deferred costs associated with licensing fees, the useful
      lives of property and equipment as well as in U.S. dollar exchange rates with
      the Russian ruble, among others, as well as our estimates of the value of common
      stock for the purpose of determining stock-based compensation. We base our
      estimates on historical experience and on various other assumptions that we
      believe to be reasonable, the results of which form the basis for making
      judgments about the carrying values of assets and liabilities.





Work
      in Progress





Work
      in
      progress represents consulting projects billable in accordance with the terms
      of
      a contract at specified stages of completion and consists of accumulated costs
      of materials and time charges not yet billed. To the extent that the terms
      are
      altered or our performance under these contracts is delayed, our estimates
      will
      be wrong and may impact when revenue is recognized.





Stock-Based
      Compensation





The
      Company accounts for stock based compensation using the fair value method.





11


Software
      Costs





Software
      development costs are accounted for in accordance with SFAS No. 86 “Accounting
      for the Costs of Computers, Software to be Sold, Leased, or Otherwise Marketed”
and SOP No. 98-1 “Accounting for the Costs of Computer Software Developed or
      Obtained for Internal Use.”




Revenue
      Recognition





The
      Company derives revenue from the following sources: (1) software, which includes
      the sale of software license’s, and (2) services, which includes consulting and
      maintenance.





The
      Company records revenue pursuant to SOP No. 97-2, “Software Revenue
      Recognition”, issued by the AICPA.





For
      software license arrangements that do not require significant modification
      or
      customization, we recognized new software license revenue when: (1) we enter
      into a legally binding arrangement with a customer for the license of software;
      (2) we deliver the products; (3) customer payment is deemed fixed and
      determinable and free of contingencies or significant uncertainties; and (4)
      collection is probable. Substantially all of our new software license revenues
      are recognized in this manner.





Revenues
      from consulting services are generally recognized as the services are
      performed.





In
      certain consulting contracts, modifications to software may be accounted for
      based upon contract accounting using the completed contract method. Contract
      accounting is applied to any arrangement: (1) that includes milestones or
      customer specific acceptance criteria that may effect collection of software
      license fees; (2) where services include significant modification or
      customization of software; or (3) where software license payment is tied to
      the
      performance of consulting services.




Foreign
      Currency Translation





The
      Company considers the Russian ruble to be its functional currency. Assets and
      liabilities were translated into U.S. dollars at the period end exchange rates.
      Statement of Operations amounts were translated using the average rate during
      the year. Gains and losses resulting from translating foreign currency financial
      statements were accumulated in other comprehensive income (loss), a separate
      component of stockholder’s equity (deficit). Drastic fluctuations in the
      exchange rate of the U.S. dollar and the Russian ruble will affect our financial
      statements.





**Item
      3. Controls and Procedures.**





(a) *Evaluation
      of Disclosure Controls and Procedures.* Based on
      their evaluation as of the end of the period covered by this Quarterly Report
      on
      Form 10-QSB, our principal executive officer and principal financial officer
      have concluded that our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange
      Act”)) were effective to ensure that information required to be disclosed by us
      in reports that we file or submit under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in SEC rules and
      forms.





(b) *Changes
      in Internal Controls Over Financial Reporting.* There
      were no changes in our internal controls over financial reporting during the
      fiscal quarter covered by this Form 10-QSB that have materially affected, or
      are
      reasonably likely to materially affect, our internal control over financial
      reporting.




12


**PART
      II**


**OTHER
      INFORMATION**





**Item
      1.   Legal Proceedings.**





The
      Company is not a party to or the subject of any pending legal proceeding or
      any
      contemplated proceeding of a governmental authority.





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





None
      during the quarter ended March 31, 2007.





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





None.





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





None.





**Item
      5.   Other Information.**





**Subsequent Events.**


On
        April
        5, 2007, the Company issued three million (3,000,000) shares of restricted
        common stock to Andrea Miller, for consulting services rendered. When issuing
        the shares, the Company relied upon the exemption from registration afforded
        the
        Company under Section 4(2) of the Securities Act of 1933, as amended, or
        the
        Securities Act, as the issuance will not involve a public offering. There
        were
        no proceeds to the Company upon such issuance.
 
 On
        April
        5, 2007, the Company issued 500,000 shares of common stock to Virginia K.
        Sourlis, Esq. for legal services rendered. These shares were issued pursuant
        to
        the Company’s 2007 Incentive Compensation Plan, or the 2007 Plan, and were
        registered under the Securities Act on a Form S-8 (File No. 333-141532) filed
        with the Securities and Exchange Commission, or SEC, on March 23, 2007, or
        the
        Form S-8. There were no proceeds to the Company upon such issuance.
 
 On
        April
        24, 2007, the Company issued 100,000 shares of common stock to Len Stahl,
        a
        consultant to the Company, for consulting services rendered. These shares
        were
        issued pursuant to the 2007 Plan and were registered under the Securities
        Act on
        the Company’s Form S-8. There were no proceeds to the Company upon such
        issuance.
 
 On
        April
        24, 2007, the Company issued 60,000, 40,000 and 41,160 shares of restricted
        common stock to Svetlana Kolesnikova, Floriya Prom and Global Consulting
        Group,
        respectively, for consulting services rendered. When issuing the shares,
        the
        Company relied upon the exemption from registration afforded the Company
        under
        Section 4(2) of the Securities Act as the issuance will not involve a public
        offering. There were no proceeds to the Company upon such issuances.
  **Item
      6. Exhibits.**


**Exhibit No.**
              
              **Description**31.1
              
              Certification
                  by Roman Price, the Principal Executive Officer of Ultitek, Ltd.,
                  pursuant
                  to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934,
                  as
                  amended31.2
              
              Certification
                  by Paul Freed, CPA, the Principal Accounting Officer of Ultitek,
                  Ltd.,
                  pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange
                  Act of
                  1934, as amended32.1
              
              Certification
                  of Roman Price, the Principal Executive Officer of Ultitek, Ltd.,
                  pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                  the
                  Sarbanes-Oxley Act of 200232.2
              
              Certification
                  of Paul Freed, the Principal Accounting Officer of Ultitek, Ltd.,
                  pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                  the
                  Sarbanes-Oxley Act of 2002




13


**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.


**ULTITEK,
                LTD.**Dated:
                May 15, 2007
            By:
            /s/
                PAUL FREEDPaul
                Freed
              Chief
                Financial Officer
              (Principal
                Accounting Officer) of Ultitek, Ltd.


14


**EXHIBIT
      INDEX**


**Exhibit No.**
              
              **Description**31.1
              
              Certification
                  by Roman Price, the Principal Executive Officer of Ultitek, Ltd.,
                  pursuant
                  to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934,
                  as
                  amended31.2
              
              Certification
                  by Paul Freed, CPA, the Principal Accounting Officer of Ultitek,
                  Ltd.,
                  pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange
                  Act of
                  1934, as amended32.1
              
              Certification
                  of Roman Price, the Principal Executive Officer of Ultitek, Ltd.,
                  pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                  the
                  Sarbanes-Oxley Act of 200232.2
              
              Certification
                  of Paul Freed, the Principal Accounting Officer of Ultitek, Ltd.,
                  pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                  the
                  Sarbanes-Oxley Act of 2002




15