**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**







**FORM
      10-** **QSB/A**


**Amendment
        No. 2**




(Mark
      One)





x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                the quarterly period ended**September
                30, 2006**ORo
            TRANSACTION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                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 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





**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
      YEARS:**





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court.


o
      Yes o No


**APPLICABLE
      ONLY TO CORPORATE ISSUERS:**





State
        the
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of the latest practicable date. 72,043,756 shares
        of common stock, par value $0.0001 per share, issued and outstanding as of
        February 9, 2007.





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







**TABLE
      OF CONTENTS**


**Page****PART
                  I - FINANCIAL INFORMATION**Item
                  1.
              Financial
                  Statements
              4Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation
              10Item
                  3.
              Controls
                  and Procedures
              15**PART
                  II - OTHER INFORMATION**Item
                  1.
              Legal
                  Proceedings
              15Item
                  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




3


**PART
      I**


**FINANCIAL
      INFORMATION**





**Item
      1. Financial Statements.**




ULTITEK,
        LTD. AND SUBSIDIARIES
 CONSOLIDATED
        BALANCE SHEETS
  September
                    30,
                
                December
                    31,2006
                
                2005(Restated)
                
                (Restated)(Unaudited)ASSETSCURRENT
                    ASSETSCash
                
                $
                69,043
                
                $
                60,324Accounts
                    receivable
                
                
                503,514
                
                
                237,576Work
                    in progress
                
                
                391,444
                
                
                146,792Prepaid
                    expenses
                
                
                289,380
                
                
                406,909Total
                    Current Assets
                
                
                1,253,381
                
                
                851,601OFFICE
                    EQUIPMENT, net of accumulated depreciationof
                    $49,419 (unaudited) and $37,604, respectively
                
                
                52,018
                
                
                45,045Total
                    Assets
                
                $
                1,305,399
                
                $
                896,646LIABILITIES
                    AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                    LIABILITIESNote
                    payable to individual
                
                
                
                
                $
                50,000Accounts
                    payable
                
                $
                884,464
                
                
                433,375Accrued
                    salaries and related taxes
                
                
                51,967
                
                
                19,133Accrued
                    income taxes
                
                
                
                
                
                30,305Accrued
                    expenses-other
                
                
                26,772
                
                
                2,846Total
                    Current Liabilities
                
                
                963,203
                
                
                535,6597%
                    CONVERTIBLE DEBENTURE
                
                
                329,921STOCKHOLDERS'
                    EQUITY (DEFICIT)Preferred
                    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 outstanding72,043,756
                    and 56,190,333 at September 30, 2006(unaudited)
                    and December 31, 2005, respectively
                
                
                7,204
                
                
                5,619Additional
                    paid in capital
                
                
                8,010,063
                
                
                1,363,931Retained
                    earnings (deficit)
                
                
                (8,023,958
                )
                
                (1,026,639
                )Accumulated
                    and comprehensive income
                
                
                18,966
                
                
                18,526Stock
                    subscription receivable
                
                
                
                
                
                (450
                )Total
                    Stockholders' Equity (Deficit)
                
                
                12,275
                
                
                360,987$
                1,305,399
                
                $
                896,646
  See
        accompanying notes to financial statements.
  4
  ULTITEK,
        LTD. AND SUBSIDIARIES
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
  Three
                    Months Ended
                
                Nine
                    Months EndedSeptember
                    30,
                
                September
                    30,2006
                
                2005
                
                2006
                
                2005(Restated)
                
                (Unaudited)
                
                (Restated)
                
                (Unaudited)(Unaudited)
                
                
                
                (Unaudited)Revenues
                
                $
                284,697
                
                $
                495,121
                
                $
                1,109,950
                
                $
                1,089,152Costs
                    and expenses:Cost
                    of revenues
                
                
                231,812
                
                
                196,728
                
                
                940,411
                
                
                682,350Selling,
                    general and administrativeexpenses
                
                
                252,285
                
                
                87,277
                
                
                6,454,726
                
                
                756,720Research
                    and development expenses
                
                
                37,600
                
                
                15,500
                
                
                88,850
                
                
                18,500Interest
                    Expense
                
                
                21,852
                
                
                
                
                
                604,017Depreciation
                
                
                4,414
                
                
                5,135
                
                
                11,815
                
                
                10,729Total
                    Costs and Expenses
                
                
                547,963
                
                
                304,640
                
                
                8,099,819
                
                
                1,468,299NET
                    INCOME (LOSS) BEFORETAXES
                
                
                (263,266
                )
                
                190,481
                
                
                (6,989,869
                )
                
                (379,147
                )PROVISION
                    FOR INCOME TAXES
                
                
                1,845
                
                
                63,007
                
                
                7,450
                
                
                67,327NET
                    INCOME (LOSS)
                
                
                ($265,111
                )
                $
                127,474
                
                
                ($6,997,319
                )
                
                ($446,474
                )NET
                    LOSS PER COMMONSHARE
                    (Basic and Diluted)
                
                
                ($0.01
                )
                $
                0.01
                
                
                ($0.10
                )
                
                ($0.01
                )WEIGHTED
                    AVERAGE SHARES OUTSTANDING
                
                
                71,347,294
                
                
                55,293,208
                
                
                69,101,507
                
                
                34,731,492


See
        accompanying notes to financial statements.
 5


ULTITEK,
        LTD. AND SUBSIDIARIES
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
  Nine
                    Months EndedSeptember
                    30,2006
                
                2005(Restated)
                
                (Unaudited)(Unaudited)CASH
                    FLOWS FROM OPERATING ACTIVITIESNet
                    income (loss)
                
                
                ($6,997,319
                )
                
                ($446,474
                )Adjustments
                    to reconcile net income (loss) to netCash
                    provided by operating activitiesDepreciation
                
                
                11,815
                
                
                10,729Stock
                    based compensation
                
                
                5,822,651
                
                
                562,100Amortization
                    of discount
                
                
                11,204Beneficial
                    conversion feature
                
                
                573,783Amortization
                    of prepaid legal fees
                
                
                216,000Changes
                    in assets and liabilities:(Increase)
                    decrease in accounts receivable
                
                
                (265,938
                )
                
                (301,598
                )(Increase)
                    decrease in work in progress
                
                
                (244,652
                )
                
                (90,918
                )(Increase)
                    decrease in prepaid expenses
                
                
                (98,471
                )
                
                9,281Increase
                    (decrease) in accounts payable
                
                
                451,090
                
                
                (92,631
                )Increase
                    (decrease) in accrued salariesand
                    related taxes
                
                
                32,834
                
                
                41,315Increase
                    in customer deposits
                
                
                
                
                
                290,000Increase
                    (decrease) in accrued income taxes
                
                
                (30,305
                )
                
                67,327Increase
                    in accrued expenses-other
                
                
                23,925
                
                
                1,815Net
                    cash provided by (used in) operatingactivities
                
                
                (493,383
                )
                
                50,946CASH
                    FLOWS FROM INVESTING ACTIVITIESPurchase
                    of office equipment
                
                
                (18,788
                )
                
                (11,316
                )Net
                    cash used in investing activities
                
                
                (18,788
                )
                
                (11,316
                )CASH
                    FLOWS FROM FINANCING ACTIVITIESProceeds
                    of 7% convertible debenture
                
                
                570,000Note
                    payable to individual
                
                
                (50,000
                )
                
                50,000Sale
                    of common stock
                
                
                
                
                
                75,250Stock
                    subscription receivable
                
                
                450
                
                
                (450
                )Net
                    cash provided by financing activities
                
                
                520,450
                
                
                124,800EFFECT
                    OF EXCHANGE RATE ON CASH
                
                
                440
                
                
                (160
                )INCREASE
                    (DECREASE) IN CASH
                
                
                8,719
                
                
                164,270CASH
                    AT BEGINNING OF PERIOD
                
                
                60,324
                
                
                14,801CASH
                    AT END OF PERIOD
                
                $
                69,043
                
                $
                179,071
  6
  ULTITEK,
        LTD. AND SUBSIDIARIES
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS (CONTINUED)
  Nine
                    Months EndedSeptember
                    30,2006
                
                2005(Restated)
                
                (Unaudited)(Unaudited)SUPPLEMENTAL
                    CASH FLOW DISCLOSURESNon-cash
                    transactions:Issuance
                    of 25,000,000 shares of commonstock
                    as stock based compensation
                
                
                
                
                $
                425,000Issuance
                    of 266,667 shares of common stockas
                    stock based compensation
                
                
                
                
                
                200,000Issuance
                    of 1,853,423 shares of common stockas
                    stock based compensation
                
                
                300,000Issuance
                    of 2,000,000 shares of common stockfor
                    legal services
                
                
                500,000Issuance
                    of 12,000,000 shares of common stockas
                    stock based compensation
                
                
                3,000,000Fair
                    value of warrants associated with 7%convertible
                    debentures
                
                
                251,283Fair
                    value of options and warrants issued
                
                
                2,022,651


7





**ULTITEK,
      LTD. AND SUBSIDIARIES**




**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**




NOTE
      A -
      RESTATEMENT




The
      Company’s financial statements for the three and nine months ended September 30,
      2006 have been restated. The effects of the restatements are presented
      below.





**Three
                  Months Ended September 30, 2006**
              
              **Nine
                  Months Ended September 30, 2006****As
                  Reported**
              
              **As
                  Restated**
              
              **As
                  Reported**
              
              **As
                  Restated**Prepaid
                  expenses (5)
              
              $
              220,381
              
              $
              289,381
              
              $
              220,381
              
              $
              289,3817%
                  Convertible debenture (1)
              
              $
              365,388
              
              $
              329,921
              
              $
              365,388
              
              $
              329,921Additional
                  paid in capital (2)(3) (4) (5)
              
              
              2,483,406
              
              
              8,010,063
              
              
              2,483,406
              
              
              8,010,063Selling
                  general and administrative Expenses (2)(3)
              
              
              204,285
              
              
              252,285
              
              
              1,617,522
              
              
              6,241,874Interest
                  Expense (4)
              
              
              8,834
              
              
              21,852
              
              
              19,039
              
              
              604,017Accrued
                  salaries and wages (2)Retained
                  earnings (deficit)
              
              
              (2,601,777
              )
              
              (8,023,958
              )
              
              (2,601,777
              )
              
              (8,023,958
              )Earnings
                  per share
              
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.02
              )
              $
              (0.10
              )





Notes:


(1)
              Restated
                  to give effect to the fair value of the warrants associated with
                  the
                  convertible debentures. The Company initially recorded the debentures
                  at
                  their face amount and did not record the relative fair value of
                  the
                  warrants. This restatement is to reduce the face value of the debenture
                  and increase Additional paid-in capital based upon the relative
                  fair value
                  of the warrants in accordance with Accounting Principles Board
                  Opinion 14.
                  The total initial relative fair value of the warrants was determined
                  to
                  $251,283. The relative fair values of the warrants are being amortized
                  into interest expense over the lives of the debentures. In determining
                  the
                  relative fair value of the warrants, the Company utilized the
                  Black-Scholes option pricing model.


(2)
              Restated
                  to account for consulting contracts. The Company has agreements
                  to pay the
                  four former owners of TAIS a total of $400,000 per year, payable
                  in stock
                  or cash. The Company restated its financial statements to record
                  the
                  contracts at the dollar value of the contracts. The Company also
                  has
                  restated its financial statements to reflect the common stock issuable
                  under these contracts as issued rather than as liabilities.


(3)
              Revaluation
                  of shares issued to officers and directors, revaluation of options
                  and
                  warrants as a result of using the market price of the stock as
                  traded on
                  the “Pink Sheets” and the resulting change in volatility. The Company
                  initially valued these shares at $70,000, revalued the shares to
                  $132,000
                  based upon an independent valuation analysis and finally revalued
                  the
                  shares to $3,500,000 based upon the price traded on the “Pink Sheets”. The
                  Company also revalued its options and warrants issued to officers
                  and
                  directors. The Company utilized the Black-Scholes option pricing
                  model.
                  The initial input in the model utilized the stock price determined
                  by the
                  independent valuation analysis rather than the “Pink Sheet” price. The
                  initial Black-Scholes value of the options and warrants was $686,300
                  and
                  the revised Black-Scholes value of the options and warrants was
                  $2,022,651.


8




**ULTITEK,
      LTD. AND SUBSIDIARIES**




**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**




NOTE
        A -
        RESTATEMENT




(4)
              Restated
                  to give effect to beneficial conversion feature relating to convertible
                  debentures. The Company Initially determined that no beneficial
                  conversion
                  features existed utilizing the stock prices computed in the independent
                  valuation analysis. The Company revised its computation to utilize
                  the
                  “Pink Sheet” trading price of the stock. As a result of this revised
                  computation, beneficial conversion features of $573,783 during
                  the nine
                  months ended September 30, 2006 were
                  recognized.  (5)
              Restated
                  to revise the valuation of legal services which were initially
                  recorded at
                  $75,000, which was the determined value of the services received,
                  to
                  $360,000, which was the price traded on the “Pink Sheets”. The legal fees
                  were prepaid in 2005 and are being amortized as the services are
                  being
                  performed. For the nine months ended September 30, 2006, $216,000
                  of these
                  prepaid legal fees were expenses as the services were
                  rendered.




Additionally,
      the 10QSB filed by the Company on November 14, 2006 contained an error in the
      computation of the weighted average shares outstanding for the nine months
      ended
      September 30, 2006. This error was corrected in the 10QSB filed by the Company
      on January 10, 2007




NOTE
        B -
        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 nine months ended September 30, 2006 are not necessarily indicative of
        the
        results that may be expected for the year ending December 31, 2006. For
        further information, refer to the financial statements and footnotes thereto
        included in the Ultitek, LTD. and Subsidiaries annual report on amended Form
        SB
        for the year ended December 31, 2005 filed on February 9, 2007.





NOTE
      C -
      STOCKHOLDERS’ EQUITY (DEFICIT)





On
      January 2, 2006, the Company signed a management consulting agreement with
      the
      four former owners of TAIS for $100,000 a year each. During the period March
      15,
      2005 to March 15, 2006, each employee will receive 133,333 shares of the
      Company’s common stock. During the period March 15, 2006 to March 15, 2010, the
      annual consulting fee remains at $100,000 and is payable monthly in common
      stock
      of the





Company
      or cash when the Company has sufficient cash to meet the commitments. Should
      the
      Company not be trading on the Over the Counter Bulletin Board, a discount of
      25%
      is applicable to the trading price.





During
      the three months ended September 30, 2006, the Company recorded $100,000 in
      consulting fees and has included in shares outstanding an additional 1,453,423
      shares of common stock. To date, the shares have not been
      issued.


9


**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.
 10


●  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.


11




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




***Liquidity
      and Capital Resources***





As
        of
        September 30, 2006, we had $69,043 cash on hand and had a net loss of
        $6,997,319. 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***





*Nine
      Months Ended September 30, 2006 Compared to Nine Months Ended September 30,
      2005*





Our
      total
      revenue increased by $20,798, or approximately 1.9%, from $1,089,152 for the
      nine months ended September 30, 2005 to $1,109,950 for the nine months ended
      September 30, 2006. This increase was due to an increase in software licenses
      and maintenance fees.





Our
      costs
      of revenue increased by $258,061, or approximately 37.8%, from $682,350 for
      the
      nine months ended September 30, 2005 to $940,411 for the nine months ended
      September 30, 2006. 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.





Our
        SG&A expenses increased by $5,698,006, or approximately 753%, from $756,720
        for the nine months ended September 30, 2005 to $6,454,726 for the for the
        nine
        months ended September 30, 2006. This increase was primarily due to an increase
        in stock based compensation representing the fair value of stock, options,
        and
        warrants issued to officers, directors, consultants and employees.





Our
        Interest expense increased by $604,017, from $0 to $604,017 for the nine
        months
        ended September 30, 2006. This increase was due to the recognition of beneficial
        conversion features on convertible debentures issued by the
        Company.





*Three
      Months Ended September 30, 2006 Compared to Three Months Ended September 30,
      2005*





Our
      total
      revenue decreased by $210,424, or by 42.5%, from $495,121 for the three months
      ended September 30, 2005 to $284,697 for the three months ended September 30,
      2006. This decrease was due to a decrease in software licenses and maintenance
      fees.





Our
      costs
      of revenue increased by $35,084, or approximately 17.8% from $196,728 for the
      three months ended September 30, 2006 to $231,812 for the three months ended
      September 30, 2006. This increase was primarily due to our increased need for
      programmers and consultants.





Our
        SG&A expenses increased by $165,008, or approximately 189.1%, from $87,277
        for the three months ended September 30, 2005 to $252,285 for the three moths
        ended September 30, 2006. This increase was primarily due to an increase
        in
        stock based compensation representing the fair value of stock, options, and
        warrants issued to officers, directors, consultants and employees.


12




***Research
      and Development***





For
      the
      three and nine months ended September 30, 2006, we spent approximately $37,600
      and $88,850, respectively, in research and development, an increase from $15,500
      and $18,500 for the three and nine month ended September 30, 2005. These
      increases were due to the development and integration of reservation and
      financial systems. We
      do not
      expect to incur significant research and development expenses with respect
      to
      our software nor do anticipate significant changes in research and development
      for our software. Consequently, 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:





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.


13




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.





Convertible
      Debentures





The
      Company accounts for its convertible debentures with detachable warrants in
      accordance with Accounting Principles Board (“APB”) Opinion 14, “Accounting for
      Convertible Debt and Debt Issued with Stock Purchase Warrants (as amended)”,
      which requires the portion of the proceeds of debt securities issued with
      detachable warrants which is allocable to the warrants to be accounted for
      as
      Paid-in capital. The allocation is based upon the relative fair value
      method.


14




Beneficial
      Conversion Features





The
      Company follows EITF 00-27, “Application of Issue No. 98-5 to Certain
      Convertible Instruments”, and EITF 98-5, “Accounting for Convertible Securities
      with Beneficial Conversion Features or Contingently Adjustable Conversion
      Ratios” in accounting for beneficial conversion features associated with its
      convertible debentures. A beneficial conversion feature is computed as the
      difference between the effective conversion price and the fair value of the
      stock at the commitment date multiplied by the number of shares which the
      security is convertible. The effective conversion price is determined by first
      allocating the portion of the proceeds to the detachable warrants using the
      relative fair value method.





**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.





**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.**





As
      disclosed in Note B to the Company’s financial statements filed with this
      Quarterly Report on Form 10-QSB, on January 2, 2006, the Company signed a
      management consulting agreement with the four former owners of TAIS for $100,000
      a year each. During the three months ended September 30, 2006, the Company
      has
      included in shares outstanding an additional 1,453,423 shares of common stock
      although the shares have not yet been issued. When issuing the shares, the
      Company intends to rely upon the exemption from registration afforded the
      Company under Section 4(2) of the Securities Act of 1933, as amended, as the
      issuance will not involve a public offering. There will be no proceeds to the
      Company upon such issuance.


15




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





None.





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





None.





**Item
      5. Other Information.**





None.





16


**Item
      6. Exhibits.**




**EXHIBIT
      INDEX**




**Exhibit No.**
            
            **Exhibit**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




17


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      amended report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





**ULTITEK,
                  LTD.**Date:
                  February 9, 2007
              By:
              */s/
                  Paul Freed***PAUL
                  FREED**
                Chief
                  Financial Officer
                (Principal
                  Accounting Officer) of Ultitek, Ltd.


18