**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 **March
      31, 2008**





OR





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





For
      the
      transition period from _____________________ to
      _____________________





Commission
      file number: **000-51819**





**Ultitek,
                  Ltd.**(Exact
                Name of Registrant as Specified in Its
                Charter)





**Nevada**
            
            **20-2556241**(State
                of Other Jurisdiction of Incorporation or
            
            (I.R.S.
                Employer Identification Number)Organization)





**560
                Sylvan Avenue****Englewood
                Cliffs, NJ**
            
            **07632**(Address
                of Principal Executive Offices)
            
            (Zip
                Code)




**(201)
                541-1700**(Registrant’s
                Telephone Number, Including Area
                Code)





(Former
                Name, Former Address and Former Fiscal Year, If Changed Since Last
                Report)





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





x
      Yes o No





Indicate
      by check mark whether the registrant is a 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
            o
            Accelerated
                filer
            oNon-accelerated
                filer
            o
            Smaller
                reporting company
            x





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




o
      Yes  x
      No





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. 152,363,321 Shares
      of common stock, par value $0.0001 per share, issued and outstanding as of
      May
      16, 2008.





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









**TABLE
      OF CONTENTS**





**Page****PART
                I – FINANCIAL INFORMATION**
            
            3Item
                1.
            Financial
                Statements
            
            3Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            
            8Item
                3.
            Controls
                and Procedures
            
            13**PART
                II – OTHER INFORMATION**
            
            14Item
                1.
            Legal
                Proceedings
            
            14Item
                2.
            Unregistered
                Sale of Equity Securities and Use of Proceeds
            
            14Item
                3.
            Defaults
                Upon Senior Securities
            
            15Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            15Item
                5.
            Other
                Information
            
            15Item
                6.
            Exhibits
            
            16**SIGNATURES**
            
            17




2




**PART
      I**


**FINANCIAL
      INFORMATION**





**Item
      1. Financial Statements.**





ULTITEK,
      LTD. AND SUBSIDIARY





CONSOLIDATED
      BALANCE SHEETS





March 31,
            
            December 31,2008
            
            2007(Unaudited)ASSETSCURRENT
                ASSETSCash
            
            
            12,299
            
            
            1,551Accounts
                receivable
            
            
            410,785
            
            
            134,167Work
                in progress
            
            
            446,873
            
            
            694,079Prepaid
                expenses
            
            
            16,467
            
            
            34,280Total
                Current Assets
            
            
            886,424
            
            
            864,077OFFICE
                EQUIPMENT, net of accumulated depreciation of $110,611 and $100,660,
                respectively
            
            
            94,932
            
            
            110,581Other
                Assets
            
            
            4,415
            
            
            7,000Total
                Assets
            
            
            985,771
            
            
            981,658LIABILITIES
                AND STOCKHOLDER'S DEFICITCURRENT
                LIABILITIESBank
                overdraft
            
            
            -
            
            
            553Notes
                payable
            
            
            319,000
            
            
            166,000Accounts
                payable
            
            
            565,777
            
            
            633,417Deferred
                revenue
            
            
            638,213
            
            
            554,485Accrued
                salaries and related taxes
            
            
            184,420
            
            
            136,472Accrued
                expenses-other
            
            
            309,181
            
            
            300,992Total
                Current Liabilities
            
            
            2,016,591
            
            
            1,791,9197%
                CONVERTIBLE DEBENTURE
            
            
            374,060
            
            
            366,145STOCKHOLDER'S
                DEFICITPreferred
                stock, par value $0.001, authorized 100,000,000 shares, none issued
                and
                outstandingCommon
                stock, par value $0.0001, authorized 1,000,000,000 shares, issued
                and
                outstanding 152,363,321 and 151,004,602 at March 31, 2008 and December
                31,
                2007, respectively
            
            
            15,237
            
            
            15,101Additional
                paid in capital
            
            
            11,450,854
            
            
            11,350,990Accumulated
                deficit
            
            
            (12,865,627
            )
            
            (12,550,973
            )Accumulated
                and comprehensive income (loss)
            
            
            (5,344
            )
            
            8,476Total
                Stockholder's Deficit
            
            
            (1,404,880
            )
            
            (1,176,406
            )Total
                Liabilities and Stockholders’ Deficit
            
            
            985,771
            
            
            981,658





See
      accompanying notes to consolidated financial statements




3




ULTITEK,
      LTD. AND SUBSIDIARY





CONSOLIDATED
      STATEMENTS OF OPERATIONS (UNAUDITED)





Three
                Months EndedMarch
                31,2008
            
            2007Revenues
            
            $
            816,672
            
            $
            590,751Costs
                and expenses:Cost
                of revenues
            
            
            760,367
            
            
            553,605Selling,
                general and administrative expenses
            
            
            248,723
            
            
            200,926Research
                and development expenses
            
            
            90,000
            
            
            150,000Interest
                Expense
            
            
            21,159
            
            
            18,902Depreciation
            
            
            9,951
            
            
            2,336Total
                Costs and Expenses
            
            
            1,130,200
            
            
            925,769NET
                LOSS BEFORE TAXES
            
            
            (313,528
            )
            
            (335,018
            )PROVISION
                FOR INCOME TAXES
            
            
            1,126
            
            
            1,373NET
                LOSS
            
            $
            (314,654
            )
            $
            (336,391
            )NET
                      LOSS PER COMMON SHARE (Basic and
                      Diluted)
            
            $
            (0.01
            )
            $
            (0.01
            )WEIGHTED
                    AVERAGE SHARES OUTSTANDING
            
            
            151,568,459
            
            
            74,666,312





See
      accompanying notes to consolidated financial statements.




4




ULTITEK,
      LTD. AND SUBSIDIARY





CONSOLIDATED
      STATEMENTS OF CASH FLOWS (UNAUDITED)




For
                the Three Months EndedMarch
                31,2008
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (314,654
            )
            $
            (336,391
            )Adjustments
                to reconcile net loss to net cash used in operating
                activitiesDepreciation
            
            
            9,951
            
            
            2,336Stock
                based compensation
            
            
            100,000
            
            
            100,000Legal
                and professional expense
            
            
            10,000
            
            
            19,725Amortization
                of discount
            
            
            7,915
            
            
            6,925Changes
                in assets and liabilities:(Increase)
                decrease in accounts receivable
            
            
            (276,618
            )
            
            (23,177
            )(Increase)
                decrease in work in progress
            
            
            247,206
            
            
            72,015(Increase)
                decrease in prepaid expenses
            
            
            7,813
            
            
            (36,411
            )(Increase)
                decrease in other assets
            
            
            2,585
            
            
            -Increase
                (decrease) in accounts payable
            
            
            (67,640
            )
            
            (47,241
            )Increase
                (decrease) in deferred revenue
            
            
            83,728
            
            
            128,465Increase
                    (decrease) in accrued salaries and related
                    taxes
            
            
            47,948
            
            
            (17,325
            )Increase
                (decrease) in accrued income taxes
            
            
            -
            
            
            -Increase
                in accrued expenses-other
            
            
            8,189
            
            
            (2,517
            )Net
                cash used in operating activities
            
            
            (133,577
            )
            
            (133,596
            )CASH
                FLOWS FROM INVESTING ACTIVITIESDisposal
                of office equipment
            
            
            5,698
            
            
            12,042Net
                cash provided by investing activities
            
            
            5,698
            
            
            12,042CASH
                FLOWS FROM FINANCING ACTIVITIESBank
                overdraft
            
            
            (553
            )
            
            -Note
                payable - proceeds
            
            
            153,000
            
            
            115,000Net
                cash provided by financing activities
            
            
            152,447
            
            
            115,000EFFECT
                OF EXCHANGE RATE ON CASH
            
            
            (13,820
            )
            
            24,767INCREASE
                (DECREASE) IN CASH
            
            
            10,748
            
            
            18,213CASH
                AT BEGINNING OF PERIOD
            
            
            1,551
            
            
            6,900CASH
                AT END OF PERIOD
            
            $
            12,299
            
            $
            25,113





See
      accompanying notes to financial statements.




5




**ULTITEK,
      LTD. AND SUBSIDIARY**




**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**




NOTE
      A -
      BASIS OF PRESENTATION




The
      accompanying condensed consolidated financial statements have been prepared
      in
      accordance with generally accepted accounting principles for interim financial
      information. Accordingly, they do not include all of the information and
      footnotes required by generally accepted accounting principles for complete
      financial statements. In the opinion of management, all adjustments (consisting
      of normal recurring accruals) considered necessary in order to make the
      financial statements not misleading have been included. Results for the three
      months ended March 31, 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 has incurred a net loss
      of
      $314,654 for the three months ended March 31, 2008 and had an accumulated
      deficit of $12,865,627 at March 31, 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 three months ended March 31, 2008, the Company recorded $100,000 in
      consulting fees and has included in shares outstanding an additional 1,358,719
      shares of common stock. To date, the shares have not been issued.





NOTE
      D – NOTES PAYABLE





The
      Company borrowed $176,000 from an individual directly related to the President
      of the Company. The note bears interest at the rate of 6% to 8% per annum,
      is unsecured and is due December 26, 2008.





During
      the three months ended March 31, 2008, the Company received a total of $143,000
      from two entities, under an initial agreement which were converted into two
      unsecured notes. The notes bear interest at 8% per annum, are unsecured and
      are
      due between July 15, 2008 and August 15, 2008.




6




**ULTITEK,
      LTD. AND SUBSIDIARY**





**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**




NOTE
      E – SUBSEQUENT EVENT





On
      May 1,
      2008, the Company issued 1,000,000 shares of common stock for legal
      services.




7




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





**Forward-Looking
      Statements**





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





***Business
      Overview***





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.





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.




8




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





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




9




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.





***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. This agreement is attached
      to
      this quarterly report as Exhibit 10.1.





***Liquidity
      and Capital Resources***





As
      of
      March 31, 2008, we had $12,299 cash on hand and had a net loss of $314,654,
      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.




10




***Results
      of Operations***





*Three
      Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007*





Our
      total
      revenue increased by $225,921, or approximately 38.24% from $590,751 for the
      three months ended March 31, 2007 to $816,672 for the three months ended March
      31, 2008. This increase was due to increased business from existing customers
      and attaining new licenses for different modules.





Our
      costs
      of revenue increased by 206,762, or approximately 37.35% from $553,605 for
      the
      three months ended March 31, 2007 to $760,367 for
      the
      three months ended March 31, 2008. This increase was primarily due to an
      increase in the cost of communications, an increase in salaries and general
      overhead expenses.





***Research
      and Development***





For
      the
      three months ended March 31, 2008, we spent approximately $90,000 in research
      and development, a decrease from $150,000 for the three months ended March
      31,
      2007. This decrease was due to an increase in business thereby requiring more
      employees to work on servicing existing and new customers versus working on
      research and development. 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.




11




***Critical
      Accounting Policies & Estimates***





The
      following describes critical accounting policies and estimates:





Use
      of
      Estimates





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





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





Work
      in Progress





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





Stock-Based
      Compensation





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





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.




12




Foreign
      Currency Translation





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




**Item
      3. Controls and Procedures.**




(a) *Evaluation
      of Disclosure Controls and Procedures.* Based on
      their evaluation as of the end of the period covered by this Quarterly Report
      on
      Form 10-Q, 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-Q that have materially affected, or
      are
      reasonably likely to materially affect, our internal control over financial
      reporting.




13




**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.**





On
      February 27, 2008, the Company issued 5,000,000 shares of its common stock
      to
      Ernest Sabato. The Company issued the stock as an employment bonus in
      consideration for executive officer services rendered and upon reliance on
      the
      exemption from registration requirements of the Securities Act of 1933, as
      amended, provided under Section 4(2) promulgated thereunder as the issuance
      of
      the stock did not involve a public offering of securities.





On
      February 27, 2008, the Company issued 2,500,000 shares of its common stock
      to
      Fred Biehl. The Company issued the stock in consideration for services rendered
      and upon reliance on the exemption from registration requirements of the
      Securities Act of 1933, as amended, provided under Section 4(2) promulgated
      thereunder as the issuance of the stock did not involve a public offering of
      securities.





On
      February 27, 2008, the Company issued 4,000,000 shares of its common stock
      to
      Gennady Gotgelf. The Company issued the stock in consideration for services
      rendered and upon reliance on the exemption from registration requirements
      of
      the Securities Act of 1933, as amended, provided under Section 4(2) promulgated
      thereunder as the issuance of the stock did not involve a public offering of
      securities.





On
      February 27, 2008, the Company issued 1,375,000 shares of its common stock
      to
      Svetlana Kilesnikova. The Company issued the stock in consideration for services
      rendered and upon reliance on the exemption from registration requirements
      of
      the Securities Act of 1933, as amended, provided under Section 4(2) promulgated
      thereunder as the issuance of the stock did not involve a public offering of
      securities.





On
      February 27, 2008, the Company issued 4,000,000 shares of its common stock
      to
      Mark Levin. The Company issued the stock in consideration for services rendered
      and upon reliance on the exemption from registration requirements of the
      Securities Act of 1933, as amended, provided under Section 4(2) promulgated
      thereunder as the issuance of the stock did not involve a public offering of
      securities.





On
      February 27, 2008, the Company issued 4,000,000 shares of its common stock
      to
      Vladimir Lovskiy. The Company issued the stock in consideration for services
      rendered and upon reliance on the exemption from registration requirements
      of
      the Securities Act of 1933, as amended, provided under Section 4(2) promulgated
      thereunder as the issuance of the stock did not involve a public offering of
      securities.





On
      February 27, 2008, the Company issued an aggregate of 25,000,000 shares of
      its
      common stock to Roman Price. The Company issued the stock in consideration
      for
      services rendered and upon reliance on the exemption from registration
      requirements of the Securities Act of 1933, as amended, provided under Section
      4(2) promulgated thereunder as the issuance of the stock did not involve a
      public offering of securities.





On
      February 27, 2008, the Company issued 1,125,000 shares of its common stock
      to
      Floriya Prom. The Company issued the stock in consideration for services
      rendered and upon reliance on the exemption from registration requirements
      of
      the Securities Act of 1933, as amended, provided under Section 4(2) promulgated
      thereunder as the issuance of the stock did not involve a public offering of
      securities.





On
      February 27, 2008, the Company issued 4,000,000 shares of its common stock
      to
      Irina Shoful. The Company issued the stock in consideration for services
      rendered and upon reliance on the exemption from registration requirements
      of
      the Securities Act of 1933, as amended, provided under Section 4(2) promulgated
      thereunder as the issuance of the stock did not involve a public offering of
      securities.




14




On
      February 27, 2008, the Company issued 1,000,000 shares of its common stock
      to
      Leonard Stahl. The Company issued the stock in consideration for services
      rendered and upon reliance on the exemption from registration requirements
      of
      the Securities Act of 1933, as amended, provided under Section 4(2) promulgated
      thereunder as the issuance of the stock did not involve a public offering of
      securities.





Please
      refer to Item 5 of Part II, “Other Information”, for a description of debt
      financing that occurred during the three months ended March 31, 2008, and a
      description of unregistered issuances of securities that took place subsequent
      to the quarter ended March 31, 2008.





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





None.





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





None.





**Item
      5. Other Information.**





As
      of
      March 31, 2008, t he
      Company borrowed an aggregate of $176,000 from an individual directly related
      to
      the President of the Company pursuant to an unsecured, non-recourse promissory
      note which bears interest at the rate of 6% to 8% per annum and due by
      December 26, 2008.





On
      February 15, 2008, the Company received $100,000 from State Street under an
      initial agreement which was converted into an unsecured, non-recourse
      promissory note which bears interest at rate of 8.0% per year and is payable
      within five months.





On
      March
      15, 2008, the Company received $43,000 from G. Blake Financial Corp under an
      initial agreement which was converted into an unsecured, non-recourse
      promissory note which bears interest at the rate of 8.0% per year and is payable
      within five months from the issuance.





**Subsequent
      Events**





On
      May 1,
      2008, the
      Company issued 1,000,000 shares of its common stock to Virginia K. Sourlis,
      Esq.
      The Company issued the stock in consideration for services rendered and upon
      reliance on the exemption from registration requirements of the Securities
      Act
      of 1933, as amended, provided under Section 4(2) promulgated thereunder as
      the
      issuance of the stock did not involve a public offering of
      securities.




15




**Item
      6. Exhibits.**


**Exhibit No.**
              
              **Description**10.1(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







(1)
            Portions
                of this Agreement have been omitted to protect confidential and sensitive
                information, and have been filed separately with the Securities and
                Exchange Commission (“SEC”). The Company has requested confidential
                treatment of said portions from the
                SEC.




16




**SIGNATURES**





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




**Ultitek,
                LTD.**Dated:
                May 16, 2008
            By:
            /s/
                PAUL FREEDPaul
                Freed
              Chief
                Financial Officer
              (Principal
                Accounting Officer) of Ultitek, Ltd.




17




**EXHIBIT
      INDEX**


**Exhibit No.**
              
              **Description**10.1(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







(1)
              Portions
                  of this Agreement have been omitted to protect confidential and
                  sensitive
                  information, and have been filed separately with the Securities
                  and
                  Exchange Commission (“SEC”). The Company has requested confidential
                  treatment of said portions from the
                  SEC.




18