**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**


**_______**





**FORM
      10-Q**





(Mark
      One)





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


For
      the
      quarterly period ended  **June
      30, 2008**


OR


 ̈
            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)





**N/A**





(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  ̈ No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer,”
"non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of
      the Exchange Act. (Check one):




Large
                accelerated filer ̈
            Accelerated
                fileroNon-accelerated
                filero
            Smaller
                reporting companyx




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


 ̈ 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. 223,704,775 Shares of common stock, par
      value
      $0.0001 per share, issued and outstanding as of August 19, 2008.





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








**TABLE
      OF CONTENTS**





**Page****PART
                I – FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            9Item
              3.
            Quantitative
              and Qualitative Disclosures About Market Risk
            15Item
                4T.
            Controls
                and Procedures
            15**PART
                II – OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            15Item
              1A.
            Risk
              FactorsItem
                2.
            Unregistered
                Sale of Equity Securities and Use of Proceeds
            15Item
                3.
            Defaults
                Upon Senior Securities
            16Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            16Item
                5.
            Other
                Information
            16Item
                6.
            Exhibits
            17**SIGNATURES**
            
            18




2


**PART
      I**


**FINANCIAL
      INFORMATION**





**Item
      1. Financial Statements.**





ULTITEK,
      LTD. AND SUBSIDIARY





CONSOLIDATED
      BALANCE SHEETS





June
                30,
              2008
            
            December
                31,
              2007(Unaudited)ASSETSCURRENT
                ASSETSCash
            
            $
            13,319
            
            $
            1,551Accounts
                receivable
            
            
            368,301
            
            
            134,167Work
                in progress
            
            
            594,196
            
            
            694,079Prepaid
                expenses
            
            
            60,717
            
            
            34,280Total
                Current Assets
            
            
            1,036,533
            
            
            864,077OFFICE
                EQUIPMENT, net of accumulated depreciation of $130,678 and $110,611,
                respectively
            
            
            76,280
            
            
            110,581Other
                Assets
            
            
            3,959
            
            
            7,000Total
                Assets
            
            $
            1,116,772
            
            $
            981,658LIABILITIES
                AND STOCKHOLDER'S DEFICITCURRENT
                LIABILITIESBank
                overdraft
            
            $
            365
            
            $
            553Notes
                payable
            
            
            379,000
            
            
            166,000Accounts
                payable
            
            
            665,251
            
            
            633,417Deferred
                revenue
            
            
            635,593
            
            
            554,485Accrued
                salaries and related taxes
            
            
            186,881
            
            
            136,472Accrued
                expenses-other
            
            
            372,914
            
            
            300,992Total
                Current Liabilities
            
            
            2,240,004
            
            
            1,791,9197%
                CONVERTIBLE DEBENTURE
            
            
            382,296
            
            
            366,145STOCKHOLDER'S
                DEFICITPreferred
                stock, par value $0.001, authorized 100,000,000 shares, issued and
                outstanding 100 and zero at June 30, 2008 and December 31, 2007,
                respectively
            
            
            1
            
            
            -Common
                stock, par value $0.0001, authorized 1,000,000,000 shares, issued
                and
                outstanding 223,704,775 and 151,004,602 at June 30, 2008 and December
                31,
                2007, respectively
            
            
            22,371
            
            
            15,101Additional
                paid in capital
            
            
            12,671,252
            
            
            11,350,990Accumulated
                deficit
            
            
            (14,192,825
            )
            
            (12,550,973
            )Accumulated
                other comprehensive income (loss)
            
            
            (6,327
            )
            
            8,476Total
                Stockholder's Deficit
            
            
            (1,505,528
            )
            
            (1,176,406
            )Total
                Liabilities and Stockholders’ Deficit
            
            $
            1,116,772
            
            $
            981,658





See
      accompanying notes to consolidated financial statements .


3





ULTITEK,
      LTD. AND SUBSIDIARY


CONSOLIDATED
      STATEMENTS OF OPERATIONS (UNAUDITED)


For the Three Months Ended
                  June 30,
                
                For the Six Months Ended
                  June 30,2008
                
                2007
                
                2008
                
                2007Revenues
                
                $
                683,158
                
                $
                686,293
                
                $
                1,499,830
                
                $
                1,277,044Costs
                    and expenses:Cost
                    of revenues
                
                
                617,079
                
                
                648,680
                
                
                1,377,446
                
                
                1,202,285Selling,
                    general and administrativeExpenses
                
                
                1,164,310
                
                
                833,192
                
                
                1,413,033
                
                
                1,034,118Research
                    and development expenses
                
                
                160,011
                
                
                190,000
                
                
                250,011
                
                
                340,000Interest
                    Expense
                
                
                56,637
                
                
                19,526
                
                
                77,796
                
                
                38,428Depreciation
                
                
                10,116
                
                
                3,123
                
                
                20,067
                
                
                5,459Total
                    Costs and Expenses
                
                
                2,008,153
                
                
                1,694,521
                
                
                3,138,353
                
                
                2,620,290NET
                    LOSS BEFORE INCOME TAXES
                
                
                (1,324,995
                )
                
                (1,008,228
                )
                
                (1,638,523
                )
                
                (1,343,246
                )PROVISION
                    FOR INCOME TAXES
                
                
                2,203
                
                
                2,066
                
                
                3,329
                
                
                3,439NET
                    LOSS
                
                $
                (1,327,198
                )
                $
                (1,010,294
                )
                $
                (1,641,852
                )
                $
                (1,346,685
                )NET
                      LOSS PER COMMON SHARE (Basic and Diluted)
                
                $
                (0.01
                )
                $
                (0.01
                )
                $
                (0.01
                )
                $
                (0.02
                )WEIGHTED
                      AVERAGE SHARES OUTSTANDING (Basic and diluted)
                
                
                172,743,106
                
                
                82,086,219
                
                
                162,155,782
                
                
                78,396,762




See
      accompanying notes to consolidated financial statements.


4


ULTITEK,
      LTD. AND SUBSIDIARY





CONSOLIDATED
      STATEMENTS OF CASH FLOWS (UNAUDITED)





For
                the Six Months Ended
              June
                30,2008
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (1,641,852
            )
            $
            (1,346,685
            )Adjustments
                to reconcile net loss to net cash provided by operating
                activities:Depreciation
            
            
            20,067
            
            
            5,459Stock
                based compensation
            
            
            1,202,033
            
            
            782,000Legal
                and professional expenses
            
            
            125,500
            
            
            95,450Amortization
                of discount
            
            
            16,151
            
            
            14,212Changes
                in assets and liabilities:Increase
                in accounts receivable
            
            
            (234,134
            )
            
            (77,072
            )Decrease
                in work in progress
            
            
            99,883
            
            
            80,257Increase
                in prepaid expenses
            
            
            (26,437
            )
            
            7,124Decrease
                in other assets
            
            
            3,041
            
            
            -Increase
                (decrease) in accounts payable
            
            
            31,834
            
            
            (69,354
            )Increase
                in deferred revenue
            
            
            81,108
            
            
            134,049Increase
                (decrease) in accrued salaries and related taxes
            
            
            50,409
            
            
            (855
            )Increase
                in accrued expenses-other
            
            
            71,922
            
            
            227,620Net
                cash used in operating activities
            
            
            (200,475
            )
            
            (147,795
            )CASH
                FLOWS FROM INVESTING ACTIVITIESDisposal
                of office equipment
            
            
            14,234
            
            
            15,232Net
                cash used in investing activities
            
            
            14,234
            
            
            15,232CASH
                FLOWS FROM FINANCING ACTIVITIESBank
                overdraft
            
            
            (188
            )
            
            -Note
                payable to individual- proceeds
            
            
            213,000
            
            
            115,000Net
                cash provided by financing activities
            
            
            212,812
            
            
            115,000EFFECT
                OF EXCHANGE RATE ON CASH
            
            
            (14,803
            )
            
            24,974INCREASE
                IN CASH
            
            
            11,768
            
            
            7,411CASH
                AT BEGINNING OF PERIOD
            
            
            1,551
            
            
            6,900CASH
                AT END OF PERIOD
            
            $
            13,319
            
            $
            14,311





See
      accompanying notes to consolidated financial statements.


5


ULTITEK,
      LTD. AND SUBSIDIARY





CONSOLIDATED
      STATEMENTS OF CASH FLOWS (UNAUDITED)





For
                the Six Months EndedJune
                30,2008
            
            2007SUPPLEMENTAL
                CASH FLOW DISCLOSURESNon-cash
                transactions:Issuance
                of 7,257,173 and 1,970,026 shares of common stock as stock based
                compensation, respectively
            
            
            200,000
            
            
            200,000Issuance
                of 4,000,000 and 500,000 shares of common stock for legal services,
                respectively
            
            
            83,000
            
            
            55,000Exercise
                of warrants for 15,000,000 shares of common stock at $0.02 per share
            
            
            
            
            
            300,000Cancellation
                of 3,750,000 shares of common stock at $0.08 per share in payment
                of
                cashless warrant exercise
            
            
            
            
            
            300,000Issuance
                of 61,443,000 and 5,741,600 shares of common as stock as stock based
                compensation, respectively
            
            
            1,044,531
            
            
            596,000Issuance
                of 100 shares of preferred stock for stock based compensation
            
            
            2
            
            
            -




See
      accompanying notes to consolidated financial statements


6


**ULTITEK,
      LTD. AND SUBSIDIARY**




**NOTES
      TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)**




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
      and six months ended June 30, 2008 are not necessarily indicative of the results
      that may be expected for the year ending December 31, 2008. 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, 2007.





NOTE
      B-
      GOING CONCERN





As
      shown
      in the accompanying financial statements, the Company incurred a net loss of
      $1,641,852 for the six months ended June 30, 2008 and had an accumulated deficit
      of $14,192,825 at June 30, 2008. 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 six months ended June 30, 2008, the Company recorded $200,000 in consulting
      fees and has included in shares outstanding an additional 7,257,173 shares
      of
      common stock. To date, the shares have not been issued.





On
      May 1,
      2008, the Company issued 1,000,000 shares of common stock at $0.032 per share
      for legal services. $32,000 in legal expenses have been recorded.





On
      June
      6, 2008, the Company issued a total of 64,443,000 shares of common stock at
      $0.017 per share. Of these shares, 37,000,000 were as stock based compensation,
      21,943,000 were for consulting services and 5,500,000 were for professional
      services. A total of $1,127,531 in expenses have been recorded on these
      issuances.





On
      June
      13, 2008, the Company issued one hundred (100) shares of Series A Preferred
      Stock, par value $0.001 per share, to Roman Price, the Company’s President, CEO
      and Chairman. Each of the Series A Preferred Shares maintains the right to
      vote
      with the holders of our common stock on any matter, and carries with it the
      right to vote together with the shares of Common Stock of the Corporation as
      a
      single class and, regardless of the number of shares of Series A Preferred
      Stock
      outstanding and as long as at least one


7


**ULTITEK,
      LTD. AND SUBSIDIARY**





**NOTES
      TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)**





NOTE
      C -
      STOCKHOLDERS’ DEFICIT (CONTINUED)





of
      such
      shares of Series A Preferred Stock is outstanding, shall represent eighty
      percent (80%) of all votes entitled to be voted at any annual or special meeting
      of shareholders of the Corporation or action by written consent of shareholders.
      Each outstanding share of the Series A Preferred Stock shall represent its
      proportionate share of the 80% which is allocated to the outstanding shares
      of
      Series A Preferred Stock. The Company recorded stock based compensation of
      $2
      based upon the value of $0.018 per share of common stock on June 13, 2008.





NOTE
      D –
NOTES PAYABLE





The
      Company borrowed $176,000 from an individual directly related to the President
      of the Company and $60,000 from another individual. The notes bear interest
      at
      6%per annum, are unsecured and are due beginning December 26, 2008.





During
      the six months ended June 30, 2008, the Company borrowed a total of $143,000
      from two entities. The notes bear interest at 8% per annum, are unsecured and
      are due between July 15, 2008 and August 15, 2008. The Company has verbally
      extended these notes and is the process of negotiating a formal
      extension.








NOTE
      E –
SUBSEQUENT EVENT





On
      August
      4, 2008, the Company filed a Registration Statement of Form S-8 relating to
      common stock to be issued pursuant to the 2008 Incentive Compensation Plan.
      This
      plan was effective August 4, 2008 and continues, unless terminated, until August
      4, 2018. To date, no shares have been issued under this plan.


8


**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***





We
      are
      engaged in the licensing and management of our multi-purpose software system,
      known as the Ultitek System, to airlines located in Russia and its provinces.
      Our software is used by airlines to manage their reservation, global
      distribution and operating systems. We conduct our operations through our
      wholly-owned subsidiary, Transport Automation Information Systems, or TAIS.
      We
      currently operate our business in Russia.





We
      were
      originally incorporated in Delaware on January 11, 2005. On March 11, 2005,
      we
      changed our state of incorporation to Nevada. Also on March 11, 2005, we entered
      into a share exchange agreement with Transport Automation Information Systems
      (TAIS) pursuant to which we exchanged 15 million (15,000,000) shares of our
      common stock for all of the issued and outstanding TAIS shares, making TAIS
      our
      wholly-owned subsidiary.





Through
      TAIS, we own and operate 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 our merger with TAIS, we were
      a
      non-operating “shell” corporation.





***Our
      Principal Products and Services***





We
      license and manage the Ultitek System which is a completely independent
      reservation, global distribution, and airline operation system. Historically,
      airline computer reservation systems and global travel distribution systems
      have
      been partly or completely owned and hosted by a few large airlines. The
      remaining smaller airlines are guests using these systems and 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. Currently, there
      are
      approximately ten large airlines with their own systems which host approximately 990
      regional, mid-size and smaller airlines. Our system provides these
      airlines a state-of-the-art system which we believe is efficient, less costly
      and which allows such airlines to retain
      their respective proprietary information databases.


9





The
      Ultitek System consists of the following systems:


·  Computerized
        Reservation System (“CRS”) .
        The
        Computer Reservations System is the module primarily designed to maintain
        an
        airline’s seat inventory and to assist travel agencies in booking seats and
        other travel. Our Computerized Reservation System has a wide range of travel
        agency solutions with an easy graphical interface including tools to run
        a
        travel agency productively.


·  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 the Ultitek System a complete
        solution.





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





The
      Ultitek System also includes:





(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.


10




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





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 have multiple communication paths with the Ultitek
      System, including internet access to each of the appropriate system modules
      all
      of which 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 enables agents
      to connect directly and seamlessly into a real-time system that has the most
      up-to-date information about availability, rates, conditions, etc.





Our
      Company provides a virtual private network based on the Internet. This feature
      allows 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 is 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 link providers and users. It is 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
      is also a diverse array of promotional opportunities for airlines and tour
      operators, ranging from weather forecasts to destination city
      information.





Hardware
      sales are available and offered as a service, as requested by the
      subscriber.





**GOING
      CONCERN**





The
      financial statements included in this Quarterly Report have been prepared
      assuming that the Company will continue as a going concern, which contemplates
      the recoverability of assets and the satisfaction of liabilities in the normal
      course of business.





As
      shown
      in the accompanying financial statements, the Company incurred a net loss of
      $1,641,852 for the six months ended June 30, 2008 and had an accumulated deficit
      of $14,192,825 at June 30, 2008. 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.





***Recent
      Events***





On
      November 9, 2007, the Company entered into a non-exclusive licensing agreement
      with the Ukrainian State Scientific Corporation “Kiev Institute of Automation”
(“KIA”), to license to KIA its proprietary technology and to furnish to KIA a
      national Ukrainian reservation system. The term of the licensing agreement
      is
      five years, and is subject to automatic renewal.


11





***Liquidity
      and Capital Resources***





As
      of
      June 30, 2008, we had $13,319 cash on hand and had a net loss of $1,641,852
      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 June 30, 2008 Compared to Three Months Ended June 30, 2007***





Our
      total
      revenue decreased by $3,135, or approximately 0.46%, from $686,293 for the
      three
      months ended June 30, 2007 to $683,158 for the three months ended June 30,
      2008.
      This decrease was due to a minimal decrease in business from existing customers
      and a minimal decrease in attaining new licenses for difference modules over
      the
      three month period.





Our
      costs
      of revenue decreased by $31,601or approximately 4.9%, from $648,680 for the
      three months ended June 30, 2007 to $617,079 for the three months ended June
      30,
      2008. This decrease was primarily due to decreases in general overhead expenses
      over the three month period.





Our
      interest expense increased by $37,111 or approximately 190.06%, from $19,526
      for
      the three months ended June 30, 2007 to $56,637 for the three months ended
      June
      30, 2008. This increase was primarily due to an increase in borrowed funds.





***Six
      Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007***





Our
      total
      revenue increased by $222,786, or approximately 17.45%, from $1,277,044 for
      the
      six months ended June 30, 2007 to $1,499,830for the six months ended June 30,
      2008. This increase was due to increased business from existing customers and
      attaining new licenses for different modules over the six month
      period.




Our
      costs
      of revenue increased by $175,161, or approximately 14.57%, from $1,202,285
      for
      the six months ended June 30, 2007 to $1,377,446 for the six months ended June
      30, 2008. This increase was primarily due to an increase in the cost of
      communications, an increase in salaries and general overhead expenses over
      the
      six month period.





Our
      selling, general and administrative expenses (SG&A) increased by $378,915,
      or approximately 36.64%, from $1,034,118 for the six months ended June 30,
      2007
      to $1,413,033 for the six months ended June 30, 2008. This increase was
      primarily due to stock based compensation of $782,000 for the six months ended
      June 30, 2007 versus $1,202,033 for the six months ended June 30,
      2008.


12





Our
      interest expense increased by $39,368, or approximately 102.45%, from $38,428
      for the six months ended June 30, 2007 to $77,796 for the six months ended
      June
      30, 2008. This increase was primarily due to an increase in borrowed funds.





***Research
      and Development***





For
      the
      three months ended June 30, 2008, we spent approximately $160,011 in research
      and development, a decrease from $190,000 for the three months ended June 30,
      2007. This decrease was due to cutbacks in research and development programs
      due
      to limited funding.





For
      the
      six months ended June 30, 2008, we spent approximately $250,011in research
      and
      development, a decrease from $340,000 for the six months ended June 30, 2007.
      This decrease was due to cutbacks in research and development programs due
      to
      limited funding.





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.





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:


13





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.





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.





14




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





N/A.





**Item
      4T. Controls and Procedures.**





*Evaluation
      of Controls and Procedures.*





The
      management of the Company, including the principal executive and financial
      officer, conducted an evaluation of the effectiveness of the design and
      operation of our disclosure controls and procedures as defined in Exchange
      Act
      Rule 13a-15(e) and 15d-15(e) as of June 30, 2008. Based on that evaluation,
      the
      principal executive and financial officer concluded that as of June 30, 2008,
      our disclosure controls and procedures were effective at the reasonable
      assurance level to ensure (i) that information required to be disclosed by
      us in
      the reports we file or submit under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the SEC’s rules and
      forms and (ii) that information required to be disclosed in reports that we
      file
      or submit under the Exchange Act is accumulated and communicated to our
      management including our chief executive and financial officer, to allow timely
      decisions regarding required disclosure.




*Changes
      in Internal Controls.*





No
      change
      in our internal control over financial reporting (as defined in Rules 13a-15(f)
      and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended
      June 30, 2008 that has materially affected, or is reasonably likely to
      materially affect, the Company’s internal control over financial
      reporting.





*Limitations
      on the Effectiveness of Controls.*





Our
      management does not expect that our Disclosure Controls will prevent all error
      and all fraud. A control system, no matter how well designed and operated,
      can
      provide only reasonable assurance of achieving the designed control objectives,
      and management is required to apply its judgment in evaluating the cost-benefit
      relationship of possible controls and procedures. Because of the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      within the Company have been detected. These inherent limitations include the
      realities that judgments in decision-making can be faulty, and that breakdowns
      can occur because of simple error or mistake. Additionally, controls can be
      circumvented by the individual acts of some persons, by collusion of two or
      more
      people, or by management override of the control. The design of any system
      of
      controls also is based in part upon certain assumptions about the likelihood
      of
      future events, and there can be no assurance that any design will succeed in
      achieving its stated goals under all potential future conditions. Because of
      the
      inherent limitations in a cost-effective control system, misstatements due
      to
      error or fraud may occur and not be detected.





**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
      1A. Risk Factors.**





N/A.





15




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





During
      the six months ended June 30, 2008, the Company recorded $200,000 in consulting
      fees and has included in shares outstanding an additional 7,257,173 shares
      of
      common stock. To date, the shares have not been issued.





On
      May 1,
      2008, the Company issued 1,000,000 shares of common stock at $0.032 per share
      for legal services. $32,000 in legal expenses have been recorded.





On
      June
      6, 2008, the Company issued a total of 64,443,000 shares of common stock at
      $0.017 per share. Of these shares, 37,000,000 were as stock based compensation,
      21,943,000 were for consulting services and 6,500,000 were for professional
      services. A total of $1,127,531 in expenses have been recorded on these
      issuances.





On
      June
      13, 2008, the Company issued one hundred (100) shares of Series A Preferred
      Stock, par value $0.001 per share, to Roman Price, the Company’s President, CEO
      and Chairman. Each of the Series A Preferred Shares maintains the right to
      vote
      with the holders of our common stock on any matter, and carries with it the
      right to vote together with the shares of Common Stock of the Corporation as
      a
      single class and, regardless of the number of shares of Series A Preferred
      Stock
      outstanding and as long as at least one of such shares of Series A Preferred
      Stock is outstanding, shall represent eighty percent (80%) of all votes entitled
      to be voted at any annual or special meeting of shareholders of the Corporation
      or action by written consent of shareholders. Each outstanding share of the
      Series A Preferred Stock shall represent its proportionate share of the 80%
      which is allocated to the outstanding shares of Series A Preferred Stock. The
      Company recorded stock based compensation of $2 based upon the value of $0.018
      per share of common stock on June 13, 2008.





**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
      August
      4, 2008, the Company filed a Registration Statement on Form S-8 relating to
      common stock to be issued pursuant to the 2008 Incentive Compensation Plan.
      This
      plan was effective August 4, 2008 and continues, unless terminated, until August
      4, 2018. To date, no shares have been issued under this plan.




16




**Item
      6. Exhibits.**


**Exhibit No.**
              
              **Description**10.1*
              
              Licensing
                  Agreement with Kiev Institute of Automation dated November 9,
                  200731.1
              
              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




*
      Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q
      dated May 16, 2008, as amended (File No.: 000-51819), filed with the Securities
      and Exchange Commission and incorporated by reference herein.




17




**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:
                August 19, 2008
            By:
            /s/
                PAUL FREEDPaul
                Freed
              Chief
                Financial Officer
              (Principal
                Accounting Officer) of Ultitek,
                Ltd.





18


**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, 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




19