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

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	o
Non-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		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis or Plan of Operation	8
Item 3.	Controls and Procedures	13

PART II – OTHER INFORMATION		14
Item 1.	Legal Proceedings	14
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Submission of Matters to a Vote of Security Holders	15
Item 5.	Other Information	15
Item 6.	Exhibits	16

SIGNATURES		17

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

ULTITEK, LTD. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2008			2007
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash		12,299			1,551
Accounts receivable		410,785			134,167
Work in progress		446,873			694,079
Prepaid expenses		16,467			34,280
Total Current Assets		886,424			864,077

OFFICE EQUIPMENT, net of accumulated depreciation of $110,611 and $100,660, respectively		94,932			110,581

Other Assets		4,415			7,000
Total Assets		985,771			981,658

LIABILITIES AND STOCKHOLDER'S DEFICIT

CURRENT LIABILITIES
Bank overdraft		-			553
Notes payable		319,000			166,000
Accounts payable		565,777			633,417
Deferred revenue		638,213			554,485
Accrued salaries and related taxes		184,420			136,472
Accrued expenses-other		309,181			300,992
Total Current Liabilities		2,016,591			1,791,919

7% CONVERTIBLE DEBENTURE		374,060			366,145

STOCKHOLDER'S DEFICIT
Preferred stock, par value $0.001, authorized 100,000,000 shares, none issued and outstanding
Common 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			15,101
Additional paid in capital		11,450,854			11,350,990
Accumulated deficit		(12,865,627	)		(12,550,973	)
Accumulated and comprehensive income (loss)		(5,344	)		8,476
Total 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

ULTITEK, LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended
	March 31,
	2008			2007

Revenues	$	816,672		$	590,751
Costs and expenses:
Cost of revenues		760,367			553,605
Selling, general and administrative expenses		248,723			200,926
Research and development expenses		90,000			150,000
Interest Expense		21,159			18,902
Depreciation		9,951			2,336

Total Costs and Expenses		1,130,200			925,769

NET LOSS BEFORE TAXES		(313,528	)		(335,018	)

PROVISION FOR INCOME TAXES		1,126			1,373

NET 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.

ULTITEK, LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Three Months Ended
	March 31,
	2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(314,654	)	$	(336,391	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		9,951			2,336
Stock based compensation		100,000			100,000
Legal and professional expense		10,000			19,725
Amortization of discount		7,915			6,925
Changes 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			128,465
Increase (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 ACTIVITIES
Disposal of office equipment		5,698			12,042
Net cash provided by investing activities		5,698			12,042

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		(553	)		-
Note payable - proceeds		153,000			115,000
Net cash provided by financing activities		152,447			115,000

EFFECT OF EXCHANGE RATE ON CASH		(13,820	)		24,767

INCREASE (DECREASE) IN CASH		10,748			18,213

CASH AT BEGINNING OF PERIOD		1,551			6,900

CASH AT END OF PERIOD	$	12,299		$	25,113

See accompanying notes to financial statements.

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.

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.

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.

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

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

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

The Ultitek System also includes:

(a) a complete accounting system, including revenue management, yield management, accounts payable, accounts receivable, general ledger and cost accounting;

(b) inventory control for the number of seats available on a flight;

(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. 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.

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.

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.

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.

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.

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, the 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.

Item 6. Exhibits.

Exhibit No.		Description

10.1(1)		Licensing Agreement with Kiev Institute of Automation dated November 9, 2007

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 amended

31.2		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 amended

32.1		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 2002

32.2		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.

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 FREED
		Paul Freed Chief Financial Officer (Principal Accounting Officer) of Ultitek, Ltd.

EXHIBIT INDEX

Exhibit No.		Description

10.1(1)		Licensing Agreement with Kiev Institute of Automation dated November 9, 2007

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 amended

31.2		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 amended

32.1		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 2002

32.2		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.

ULTITEK LTD 10-Q