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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

AMENDMENT NO. 1





(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



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number 001-15941





UTEK CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 59-3603677                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

2109 Palm Avenue

Tampa, FL 33605

(Address of principal executive offices)

(813) 754-4330

(Registrants
telephone number)



(Former name, former address and former
fiscal year, if changed since last report)

None





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 for 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.    Yes  x    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 and smaller reporting company in Rule
12b-2 of the Exchange Act.

Large accelerated filer   ̈    Accelerated
filer  x    Non-accelerated filer   ̈    Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

On May 2, 2008, there were 9,601,563 shares outstanding of registrants common stock, $0.01 par value.







EXPLANATORY NOTE

UTEK Corporation is filing this
Amendment No.1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 in response to comments received from the Securities and Exchange Commissions staff pursuant to its review of our Preliminary Proxy
Statement filed on April 9, 2009. We have amended our Form 10-Q for the quarter ended March 31, 2008 to accrue a severance liability for our then chief executive officer in the amount of $1.65 million. As required by Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, are filed as exhibits to this Quarterly Report. Except as set forth in this Amendment No. 1, the other Items in the Original Filing remain unchanged. This Amendment No. 1 continues to
reflect circumstances as of the date of the initial filing and the Company has not updated the disclosures contained therein to reflect events that occurred at a later date.





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UTEK CORPORATION

FORM 10-Q/A TABLE OF CONTENTS



|                                                                                                                   |  |   
|------------------------------------------------------------------------------------------------------------------ |  | --
|PART I. FINANCIAL INFORMATION                                                                                      |  |   
|ITEM 1. Financial Statements                                                                                       |  |   
|Consolidated Statements of Assets and Liabilities as of March 31, 2008 (unaudited) and December 31, 2007           |  | 3 
|Consolidated Statements of Operations  For the Three Months Ended March 31, 2008 and 2007
(unaudited)             |  | 4 
|Consolidated Statements of Cash Flows  For the Three Months Ended March 31, 2008 and 2007
(unaudited)             |  | 5 
|Consolidated Statements of Changes in Net Assets  For the Three Months Ended March 
31, 2008 and 2007 (unaudited) |  | 7 
|Financial Highlights For the Three Months Ended March 31, 2008 and 2007 (unaudited)                                |  | 8 
|Schedule of Investments as of March 31, 2008 (unaudited) and December 31, 2007                                     |  | 9 
|Notes to Consolidated Financial Statements (unaudited)                                                             |  | 19
|ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations                      |  | 27
|ITEM 3. Quantitative and Qualitative Disclosures about Market Risks                                                |  | 35
|ITEM 4. Controls and Procedures                                                                                    |  | 36
|                                                                                                                   | 
|PART II. OTHER INFORMATION                                                                                         |  |   
|ITEM 1.    Legal Proceedings                                                                                       |  | 36
|ITEM 1A. Risk Factors                                                                                              |  | 36
|ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds                                             |  | 36
|ITEM 3.    Defaults Upon Senior Securities                                                                         |  | 36
|ITEM 4.    Submission of Matters to a Vote of Security Holders                                                     |  | 36
|ITEM 5.    Other Information                                                                                       |  | 36
|ITEM 6.    Exhibits                                                                                                |  | 36
|Signatures                                                                                                         |  | 37
|Exhibits                                                                                                           |  |   



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PART I. FINANCIAL INFORMATION

|ITEM 1. | Financial Statements
|------- | --------------------

UTEK Corporation

Consolidated Statements of Assets and Liabilities



|                                                                                                                                                                        |  |                          |             |   |                  |   |             |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                                                        |  | March 31,2008(Unaudited) |             |   | December 31,2007 |  
|                                                                                                                                                                        |  | (Restated)               |             |   |                  |  
|ASSETS                                                                                                                                                                  |  |                          |             |   |                  |   |             |  
|Investments:                                                                                                                                                            |  |                          |             |   |                  |   |             |  
|Non-affiliate investments (cost: 2008$39,990,308; 2007$31,588,337)                                                                                                    |  | $                        | 8,741,290   |   |                  | $ | 6,705,850   |  
|Affiliate investments (cost: 2008$34,459,183; 2007$43,779,616)                                                                                                        |  |                          | 6,012,200   |   |                  |   | 14,429,000  |  
|Controlled investments (cost: 2008$18,978,636; 2007$17,231,458)                                                                                                       |  |                          | 7,720,739   |   |                  |   | 7,768,561   |  
|U.S. Treasuries and certificates of deposit (cost: 2008$1,498,932; 2007$1,498,346)                                                                                    |  |                          | 1,498,932   |   |                  |   | 1,498,346   |  
|                                                                                                                                                                        |  |                          |             |   |                  |   |             |  
|Total investments                                                                                                                                                       |  |                          | 23,973,161  |   |                  |   | 30,401,757  |  
|Cash and cash equivalents                                                                                                                                               |  |                          | 4,001,277   |   |                  |   | 5,254,576   |  
|Accounts receivable, net of allowance for bad debt (2008$120,000; 2007$36,000)                                                                                        |  |                          | 565,090     |   |                  |   | 358,338     |  
|Prepaid expenses and other assets                                                                                                                                       |  |                          | 435,218     |   |                  |   | 378,248     |  
|Fixed assets, net                                                                                                                                                       |  |                          | 495,817     |   |                  |   | 476,578     |  
|Goodwill                                                                                                                                                                |  |                          | 4,365,101   |   |                  |   | 2,821,064   |  
|Intangible assets, net                                                                                                                                                  |  |                          | 943,168     |   |                  |   | 123,812     |  
|Deferred tax asset                                                                                                                                                      |  |                          | 8,732,078   |   |                  |   | 5,406,704   |  
|                                                                                                                                                                        |  |                          |             |   |                  |   |             |  
|TOTAL ASSETS                                                                                                                                                            |  |                          | 43,510,910  |   |                  |   | 45,221,077  |  
|                                                                                                                                                                        |  |                          |             |   |                  |   |             |  
|LIABILITIES                                                                                                                                                             |  |                          |             |   |                  |   |             |  
|Accrued expenses                                                                                                                                                        |  |                          | 999,415     |   |                  |   | 790,693     |  
|Accrued severance liability                                                                                                                                             |  |                          | 1,651,814   |   |                  |   |            |  
|Deferred revenue                                                                                                                                                        |  |                          | 1,051,095   |   |                  |   | 755,836     |  
|                                                                                                                                                                        |  |                          |             |   |                  |   |             |  
|TOTAL LIABILITIES                                                                                                                                                       |  |                          | 3,702,324   |   |                  |   | 1,546,529   |  
|                                                                                                                                                                        |  |                          |             |   |                  |   |             |  
|NET ASSETS                                                                                                                                                              |  | $                        | 39,808,586  |   |                  | $ | 43,674,548  |  
|                                                                                                                                                                        |  |                          |             |   |                  |   |             |  
|Commitments and Contingencies                                                                                                                                           |  |                          |             |   |                  |   |             |  
|Composition of net assets:                                                                                                                                              |  |                          |             |   |                  |   |             |  
|Preferred stock, $.01 par value, 1,000,000 shares authorized; none issued and outstanding                                                                               |  |                          |            |   |                  |   |            |  
|Common stock, $.01 par value, 29,000,000 shares authorized; 9,185,243 and 9,011,276 shares issued and outstanding at March 31, 2008 and
December 31, 2007, respectively |  | $                        | 91,854      |   |                  | $ | 90,114      |  
|Additional paid-in capital                                                                                                                                              |  |                          | 55,582,031  |   |                  |   | 53,148,643  |  
|Accumulated income:                                                                                                                                                     |  |                          |             |   |                  |   |             |  
|Accumulated net operating income                                                                                                                                        |  |                          | 31,844,195  |   |                  |   | 33,498,108  |  
|Net realized loss on investments, net of income taxes                                                                                                                   |  |                          | (3,638,700  | ) |                  |   | (3,512,598  | )
|Net unrealized depreciation of investments, net of deferred income taxes                                                                                                |  |                          | (44,253,949 | ) |                  |   | (39,703,173 | )
|Foreign currency translation adjustment                                                                                                                                 |  |                          | 183,155     |   |                  |   | 153,454     |  
|                                                                                                                                                                        |  |                          |             |   |                  |   |             |  
|Net assets                                                                                                                                                              |  | $                        | 39,808,586  |   |                  | $ | 43,674,548  |  
|                                                                                                                                                                        |  |                          |             |   |                  |   |             |  
|Net asset value per share                                                                                                                                               |  | $                        | 4.33        |   |                  | $ | 4.85        |  
|                                                                                                                                                                        |  |                          |             |   |                  |   |             |  

See accompanying notes



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UTEK Corporation

Consolidated Statements of Operations

(Unaudited)



|                                                                                                                                                                                  |  |                            |            |   |      |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                                                                                                                  |  | Three Months EndedMarch 31 |           
|                                                                                                                                                                                  |  | 2008                       |            |   | 2007 |  
|                                                                                                                                                                                  |  | (Restated)                 |            |   |      |  
|Income from operations:                                                                                                                                                           |  |                            |            |   |      |   |            |  
|Sale of technology rights                                                                                                                                                         |  | $                          | 2,712,380  |   |      | $ | 6,701,340  |  
|Consulting and other services                                                                                                                                                     |  |                            | 868,739    |   |      |   | 1,046,717  |  
|Investment income, net                                                                                                                                                            |  |                            | 84,447     |   |      |   | 199,714    |  
|                                                                                                                                                                                  |  |                            |            |   |      |   |            |  
|                                                                                                                                                                                  |  |                            | 3,665,566  |   |      |   | 7,947,771  |  
|                                                                                                                                                                                  |  |                            |            |   |      |   |            |  
|Expenses:                                                                                                                                                                         |  |                            |            |   |      |   |            |  
|Acquisition of technology rights                                                                                                                                                  |  |                            | 1,184,000  |   |      |   | 1,303,279  |  
|Salaries and wages                                                                                                                                                                |  |                            | 2,857,708  |   |      |   | 969,341    |  
|Professional fees                                                                                                                                                                 |  |                            | 308,195    |   |      |   | 321,947    |  
|Sales and marketing                                                                                                                                                               |  |                            | 648,032    |   |      |   | 631,979    |  
|General and administrative                                                                                                                                                        |  |                            | 825,194    |   |      |   | 831,809    |  
|Goodwill impairment                                                                                                                                                               |  |                            |           |   |      |   | 33,030     |  
|                                                                                                                                                                                  |  |                            |            |   |      |   |            |  
|                                                                                                                                                                                  |  |                            | 5,823,129  |   |      |   | 4,091,385  |  
|                                                                                                                                                                                  |  |                            |            |   |      |   |            |  
|(Loss) income before income taxes                                                                                                                                                 |  |                            | (2,157,563 | ) |      |   | 3,856,386  |  
|Provision for income tax (benefit) expense                                                                                                                                        |  |                            | (503,650   | ) |      |   | 1,622,995  |  
|                                                                                                                                                                                  |  |                            |            |   |      |   |            |  
|Net income (loss) from operations                                                                                                                                                 |  |                            | (1,653,913 | ) |      |   | 2,233,391  |  
|Net realized and unrealized gains (losses):                                                                                                                                       |  |                            |            |   |      |   |            |  
|Net realized loss on investments, net of income tax benefit of ($76,082) and ($662,240) for the three months ended March 31, 2008 and
2007, respectively                          |  |                            | (126,102   | ) |      |   | (1,097,632 | )
|Net change in unrealized depreciation of investments, net of deferred tax benefit of ($2,745,642) and ($930,540) for the three months ended
March 31, 2008 and 2007, respectively |  |                            | (4,550,776 | ) |      |   | (1,542,328 | )
|                                                                                                                                                                                  |  |                            |            |   |      |   |            |  
|Net decrease in net assets from operations                                                                                                                                        |  | $                          | (6,330,791 | ) |      | $ | (406,569   | )
|                                                                                                                                                                                  |  |                            |            |   |      |   |            |  
|Net decrease in net assets from operations per share:                                                                                                                             |  |                            |            |   |      |   |            |  
|Basic                                                                                                                                                                             |  | $                          | (0.69      | ) |      | $ | (0.05      | )
|Diluted                                                                                                                                                                           |  | $                          | (0.69      | ) |      | $ | (0.05      | )
|Weighted average shares:                                                                                                                                                          |  |                            |            |   |      |   |            |  
|Basic                                                                                                                                                                             |  |                            | 9,161,046  |   |      |   | 8,938,565  |  
|Diluted                                                                                                                                                                           |  |                            | 9,161,046  |   |      |   | 8,938,565  |  
|Dividend declared per share:                                                                                                                                                      |  |                            |           |   |      |   |           |  

See accompanying notes



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UTEK Corporation

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                                                 |  |                             |            |   |      |   |            |  
|---------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                                                 |  | Three Months Ended March 31 |           
|                                                                                                                 |  | 2008                        |            |   | 2007 |  
|                                                                                                                 |  | (Restated)                  |            |   |      |  
|Operating Activities:                                                                                            |  |                             |            |   |      |   |            |  
|Net decrease in net assets from operations                                                                       |  | $                           | (6,330,791 | ) |      | $ | (406,569   | )
|Adjustments to reconcile net decrease in net assets from operations to net cash flows from operating activities: |  |                             |            |   |      |   |            |  
|Change in net unrealized depreciation of investments                                                             |  |                             | 7,296,418  |   |      |   | 2,472,868  |  
|Net proceeds from sale (purchases) of short-term investments                                                     |  |                             | (586       | ) |      |   | 2,813,079  |  
|Proceeds received on sale of equity investments                                                                  |  |                             | 1,472,639  |   |      |   | 653,533    |  
|Repayment from (investment in) UTEK Real Estate Holdings, Inc.                                                   |  |                             | 45,322     |   |      |   | (543,496   | )
|Depreciation and amortization                                                                                    |  |                             | 85,540     |   |      |   | 55,142     |  
|Goodwill impairment                                                                                              |  |                             |           |   |      |   | 33,030     |  
|Loss on sale of investments                                                                                      |  |                             | 202,184    |   |      |   | 1,759,872  |  
|Loss on disposal of fixed assets                                                                                 |  |                             | 3,603      |   |      |   | 14,360     |  
|Bad debt expense                                                                                                 |  |                             |           |   |      |   | 110,011    |  
|Stock compensation                                                                                               |  |                             | 172,328    |   |      |   | 104,214    |  
|Deferred income taxes                                                                                            |  |                             | (3,325,374 | ) |      |   | 30,215     |  
|Investment securities received in connection with the sale of technology rights                                  |  |                             | (2,587,380 | ) |      |   | (6,701,340 | )
|Consulting and other services rendered in exchange for investment securities                                     |  |                             | (35,400    | ) |      |   | (377,881   | )
|Changes in operating assets and liabilities:                                                                     |  |                             |            |   |      |   |            |  
|Accounts receivable                                                                                              |  |                             | 110,837    |   |      |   | (17,017    | )
|Prepaid expenses and other assets                                                                                |  |                             | (42,534    | ) |      |   | (21,256    | )
|Deferred revenue                                                                                                 |  |                             | (229,515   | ) |      |   | 9,221      |  
|Accrued expenses                                                                                                 |  |                             | 1,780,405  |   |      |   | 167,204    |  
|                                                                                                                 |  |                             |            |   |      |   |            |  
|Net cash flows from operating activities                                                                         |  |                             | (1,382,304 | ) |      |   | 155,190    |  
|                                                                                                                 |  |                             |            |   |      |   |            |  
|Investing Activities:                                                                                            |  |                             |            |   |      |   |            |  
|Purchases of fixed assets                                                                                        |  |                             | (13,496    | ) |      |   | (18,292    | )
|                                                                                                                 |  |                             |            |   |      |   |            |  
|Net cash flows from investing activities                                                                         |  |                             | (13,496    | ) |      |   | (18,292    | )
|                                                                                                                 |  |                             |            |   |      |   |            |  
|Financing Activities:                                                                                            |  |                             |            |   |      |   |            |  
|Distributions to stockholders                                                                                    |  |                             |           |   |      |   | (179,032   | )
|Proceeds from exercise of stock options                                                                          |  |                             | 112,800    |   |      |   | 248,500    |  
|                                                                                                                 |  |                             |            |   |      |   |            |  
|Net cash flows from financing activities                                                                         |  |                             | 112,800    |   |      |   | 69,468     |  
|                                                                                                                 |  |                             |            |   |      |   |            |  
|Foreign currency translation adjustment                                                                          |  |                             | 29,701     |   |      |   | 1,768      |  
|                                                                                                                 |  |                             |            |   |      |   |            |  
|Increase (decrease) in cash and cash equivalents                                                                 |  |                             | (1,253,299 | ) |      |   | 208,134    |  
|Cash and cash equivalents at beginning of year                                                                   |  |                             | 5,254,576  |   |      |   | 9,685,111  |  
|                                                                                                                 |  |                             |            |   |      |   |            |  
|Cash and cash equivalents at end of period                                                                       |  | $                           | 4,001,277  |   |      | $ | 9,893,245  |  
|                                                                                                                 |  |                             |            |   |      |   |            |  

See accompanying notes



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UTEK Corporation

Consolidated Statements of Cash Flows (continued)

(Unaudited)



|                                                                                                                                                                 |  |                             |           |      |   |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | --------- | ---- | - | ------
|                                                                                                                                                                 |  | Three Months Ended March 31
|                                                                                                                                                                 |  | 2008                        |           | 2007
|Supplemental Disclosures of Non-Cash Investing Activities                                                                                                        |  |                             |           |      |   |       
|The Company issued 153,967 shares of common stock to purchase Pharmalicensing Limited. In conjunction with the acquisition, liabilities were
assumed as follows: |  |                             |           |      |   |       
|Fair value of assets acquired                                                                                                                                    |  | $                           | 2,534,197 |      |   |       
|Fair value of common stock issued                                                                                                                                |  |                             | 2,150,000 |      |   |       
|                                                                                                                                                                 |  |                             |           |      |   |       
|Liabilities assumed                                                                                                                                              |  | $                           | 384,197   |      |   |       
|                                                                                                                                                                 |  |                             |           |      |   |       
|Proceeds from the exercise of stock options that have not yet been received                                                                                      |  | $                           |          |      | $ | 44,375
|                                                                                                                                                                 |  |                             |           |      |   |       
|Investment securities received for unearned strategic alliance services                                                                                          |  | $                           |          |      | $ | 37,121
|                                                                                                                                                                 |  |                             |           |      |   |       

See accompanying notes



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UTEK Corporation

Consolidated Statements of Changes in Net Assets

(Unaudited)



|                                                                                    |  |                             |            |   |      |   |            |  
|----------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                    |  | Three Months Ended March 31 |           
|                                                                                    |  | 2008                        |            |   | 2007 |  
|                                                                                    |  | (Restated)                  |            |   |      |  
|Changes in net assets from operations:                                              |  |                             |            |   |      |   |            |  
|Net income (loss) from operations                                                   |  | $                           | (1,653,913 | ) |      | $ | 2,233,391  |  
|Net realized loss on sale of investments, net of related income taxes               |  |                             | (126,102   | ) |      |   | (1,097,632 | )
|Change in net unrealized depreciation of investments, net of related deferred taxes |  |                             | (4,550,776 | ) |      |   | (1,542,328 | )
|                                                                                    |  |                             |            |   |      |   |            |  
|Net decrease in net assets from operations                                          |  |                             | (6,330,791 | ) |      |   | (406,569   | )
|                                                                                    |  |                             |            |   |      |   |            |  
|Distribution to Stockholders:                                                       |  |                             |            |   |      |   |            |  
|From net income from operations (1)                                                 |  |                             |           |   |      |   |           |  
|                                                                                    |  |                             |            |   |      |   |            |  
|Capital stock transactions:                                                         |  |                             |            |   |      |   |            |  
|Proceeds from the exercise of stock options                                         |  |                             | 112,800    |   |      |   | 292,875    |  
|Stock compensationoptions                                                          |  |                             | 172,328    |   |      |   | 104,214    |  
|Acquisition of Pharmalicensing Ltd.                                                 |  |                             | 2,150,000  |   |      |   |           |  
|                                                                                    |  |                             |            |   |      |   |            |  
|Net increase in net assets from stock transactions                                  |  |                             | 2,435,128  |   |      |   | 397,089    |  
|                                                                                    |  |                             |            |   |      |   |            |  
|Foreign currency translation adjustment                                             |  |                             | 29,701     |   |      |   | 1,768      |  
|                                                                                    |  |                             |            |   |      |   |            |  
|Net decrease in net assets                                                          |  |                             | (3,865,962 | ) |      |   | (7,712     | )
|Net assets at beginning of year                                                     |  |                             | 43,674,548 |   |      |   | 50,981,162 |  
|                                                                                    |  |                             |            |   |      |   |            |  
|Net assets at end of period                                                         |  | $                           | 39,808,586 |   |      | $ | 50,973,450 |  
|                                                                                    |  |                             |            |   |      |   |            |  



|(1) | Distributions to shareholders as noted in the Consolidated Statement of Cash Flows for the three months ended March 31, 2007 was included in net income from operations for a
prior period; therefore, it is not reflected as a distribution to shareholders for purposes of this schedule.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes



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UTEK Corporation

Financial Highlights

(Unaudited)



|                                                                                                                   |  |                             |            |    |      |   |            |  
|------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ---------- | -- | ---- | - | ---------- | -
|                                                                                                                   |  | Three Months Ended March 31 |           
|                                                                                                                   |  | 2008                        |            |    | 2007 |  
|                                                                                                                   |  | (Restated)                  |            |    |      |  
|PER SHARE INFORMATION                                                                                              |  |                             |            |    |      |   |            |  
|                                                                                                                   |  |                            
|Net asset value, beginning of period                                                                               |  | $                           | 4.85       |    |      | $ | 5.71       |  
|Net income (loss) from operations (1)                                                                              |  |                             | (0.18      | )  |      |   | 0.25       |  
|Net change in realized gains (losses) and unrealized appreciation (depreciation) on investments, (after taxes) (2) |  |                             | (0.61      | )  |      |   | (0.33      | )
|Foreign currency translation adjustment (1)                                                                        |  |                             |           |    |      |   |           |  
|Net increase from stock transactions (1)                                                                           |  |                             | 0.27       |    |      |   | 0.06       |  
|Distribution to shareholders from net income from operations                                                       |  |                             | 0.00       |    |      |   | 0.00       |  
|                                                                                                                   |  |                             |            |    |      |   |            |  
|Net asset value, end of period                                                                                     |  | $                           | 4.33       |    |      | $ | 5.69       |  
|                                                                                                                   |  |                             |            |    |      |   |            |  
|Per share market value, end of period                                                                              |  | $                           | 10.05      |    |      | $ | 13.20      |  
|                                                                                                                   |  |                             |            |    |      |   |            |  
|Investment return, based on market price at end of period                                                          |  |                             | (24        | )% |      |   | 16         | %
|                                                                                                                   |  |                             |            |    |      |   |            |  
|RATIOS/SUPPLEMENTAL DATA                                                                                           |  |                             |            |    |      |   |            |  
|Net assets, end of period                                                                                          |  | $                           | 39,808,586 |    |      | $ | 50,973,450 |  
|                                                                                                                   |  |                            
|Ratio of expenses to average net assets                                                                            |  |                             | 14         | %  |      |   | 8          | %
|Ratio of net income from operations to average net assets                                                          |  |                             | (4         | )% |      |   | 4          | %
|Diluted weighted average number of shares outstanding during the period                                            |  |                             | 9,161,046  |    |      |   | 8,938,565  |  



|(1) | Calculated based on diluted weighted average number of shares outstanding during the period.
|--- | --------------------------------------------------------------------------------------------

|(2) | Calculated as a balancing amount necessary to reconcile the change in net assets value per share with the other per share information presented. This amount may not agree with the
aggregate gains and losses for the period because the difference in the net asset value at the beginning and end of period does not inherently equal the per share changes of the line items disclosed.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Distribution to shareholders as noted in the Consolidated Statement of Cash Flows for the three months ended March 31, 2007 was accrued at December 31, 2006; therefore, it
is not reflected as a distribution to shareholders for purposes of this schedule.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes



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UTEK CORPORATION

Consolidated Schedule of Investments

March 31, 2008

(Unaudited)

(Restated)



|           |  |                     |  |                                                                                                      |  |                    |           |       |   |                        |  |      |  
|---------- |  | ------------------- |  | ---------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | ----- | - | ---------------------- |  | ---- | -
|Shares     |  | Dates ofAcquisition |  | Non-Affiliate Investments (1)                                                                        |  | OriginalCost Basis |           | Value |   | Percentageof NetAssets | 
|           |  |                     |  | Advanced Medical Isotope Corporation (9)Medical isotope processes                                    |  |                    |           |       |   |                        |  |      |  
|95,000     |  | 9/06                |  | Preferred Stock                                                                                      |  | $                  | 1,803,417 |       | $ | 1,750,400              |  | 4.4  | %
|600,000    |  | 5/06                |  | Common Stock                                                                                         |  |                    | 63,000    |       |   | 403,200                |  | 1.0  |  
|148,000    |  | 11/061/07          |  | Cyberlux Corporation (8)LED lighting solutions Series C Preferred Stock                              |  |                    | 2,181,640 |       |   | 1,457,100              |  | 3.7  |  
|26,650,484 |  | 6/061/07           |  | Common Stock                                                                                         |  |                    | 514,960   |       |   | 475,700                |  | 1.2  |  
|100,000    |  | 4/06                |  | Advanced Refractive Technologies, Inc.Ophthalmic technologies Series D Preferred Stock               |  |                    | 1,996,176 |       |   | 560,000                |  | 1.4  |  
|97,000     |  | 3/06                |  | Series C Preferred Stock                                                                             |  |                    | 2,066,063 |       |   | 543,200                |  | 1.4  |  
|97,000     |  | 12/05               |  | Series B Preferred Stock                                                                             |  |                    | 1,032,675 |       |   | 282,300                |  | 0.7  |  
|4,000,000  |  | 5/06                |  | Common Stock                                                                                         |  |                    | 76,368    |       |   | 1,000                  |  | <0.1 |  
|(7)        |  | 4/07                |  | Synthetic Blood International, Inc.Biotechnology products                                            |  |                    | 120,000   |       |   | 1,070,000              |  | 2.7  |  
|560,000    |  | 1/07                |  | MiMedx Group, Inc. (MiMedx, Inc.)Connective tissue technology                                        |  |                    |          |       |   | 940,800                |  | 2.4  |  
|92,000     |  | 3/08                |  | Platina Energy Group Inc.Oil and gas exploration and production Series F Convertible Preferred Stock |  |                    | 794,880   |       |   | 794,880                |  | 2.0  |  
|40,000     |  | 7/06                |  | Bacterin International, Inc.(privately held)Bioactive coatings for medical devices                   |  |                    | 120,000   |       |   | 120,000                |  | 0.3  |  
|36,700     |  | 1/06                |  | Broadcast International, Inc.Telecommunications                                                      |  |                    | 44,407    |       |   | 90,600                 |  | 0.2  |  
|60,000     |  | 12/05               |  | Metamorphix Global, Inc.(privately held) (10)Design and manufacture of countertops                   |  |                    | 120,000   |       |   | 72,000                 |  | 0.2  |  
|171,432    |  | 10/06-9/07          |  | GammaCan International, Inc.Anti-cancer immunotherapy                                                |  |                    | 83,016    |       |   | 62,700                 |  | 0.2  |  
|264,333    |  | 1/07                |  | Ecosphere Technologies, Inc.Defense, homeland security and global ship repair                        |  |                    | 97,300    |       |   | 45,200                 |  | 0.1  |  
|697,860    |  | 8/06-11/06          |  | Magnitude Information Systems, Inc.Computer ergonomics                                               |  |                    | 25,920    |       |   | 18,800                 |  | <0.1 |  
|109,091    |  | 7/06                |  | Turbine Truck Engines, Inc.Heavy-duty highway truck engines                                          |  |                    | 72,000    |       |   | 15,500                 |  | <0.1 |  
|180,000    |  | 5/06                |  | U.S. Starcom, Inc.Communications services and products                                               |  |                    | 17,181    |       |   | 9,700                  |  | <0.1 |  
|1,200,000  |  | 10/06               |  | Laserlock Technologies, Inc.Security solutions for the gaming industry                               |  |                    | 24,100    |       |   | 6,000                  |  | <0.1 |  
|2,550,000  |  | 8/04-11/06          |  | TenthGate, Inc.Healthcare related products and services                                              |  |                    | 40,000    |       |   | 5,100                  |  | <0.1 |  
|269,230    |  | 8/06                |  | Protocall Technologies, Inc.On-demand software and entertainment                                     |  |                    | 11,577    |       |   | 3,900                  |  | <0.1 |  
|9,748      |  | 4/06-3/07           |  | Xethanol Corporation(10)Bioethanol and derivative products                                           |  |                    | 88,836    |       |   | 3,700                  |  | <0.1 |  
|4,962      |  | 8/05-8/06           |  | Industrial Biotechnology Corporation (8)Manufactures and markets flavors and fragrances              |  |                    | 5,770,526 |       |   | 3,300                  |  | <0.1 |  
|2,011,765  |  | 5/06-6/06           |  | KKS Venture Management, Inc (Rheologics, Inc.)Study of blood viscosity                               |  |                    | 86,100    |       |   | 3,200                  |  | <0.1 |  



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|           |  |            |  |                                                                                                                                             |  |   |            |  |   |           |  |      |  
|---------- |  | ---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- |  | - | --------- |  | ---- | -
|1,250,010  |  | 5/06       |  | In Veritas Medical Diagnostics, Inc.Medical devices designs and testing                                                                     |  |   | 74,400     |  |   | 1,250     |  | <0.1 |  
|825,852    |  | 5/06-7/06  |  | MM2 Group, Inc.Financial consulting for nutraceuticals                                                                                      |  |   | 32,685     |  |   | 700       |  | <0.1 |  
|384,000    |  | 7/06       |  | aeroTelesis, Inc.Satellite and wireless bandwidth utilization                                                                               |  |   | 33,394     |  |   | 700       |  | <0.1 |  
|387,097    |  | 6/06       |  | Tradequest International, Inc.Provider of voice over internet protocol                                                                      |  |   | 76,092     |  |   | 300       |  | <0.1 |  
|16,667     |  | 9/05-4/06  |  | Quest Minerals & Mining CorporationCoal and mineral mining                                                                                  |  |   | 69,044     |  |   | 60        |  | <0.1 |  
|660,000    |  | 6/05       |  | BP International, Inc.Shade structures                                                                                                      |  |   | 78,852     |  |   |          |  | 0.0  |  
|1,714      |  | 9/05       |  | Applied Wellness Corporation (New Life Scientific, Inc.)Pharmaceutical biotechnologies                                                      |  |   | 81,816     |  |   |          |  | 0.0  |  
|232,211    |  | 5/05       |  | EFuel EFN Corp. (Preservation Sciences, Inc.)Internet sites host                                                                            |  |   |           |  |   |          |  | 0.0  |  
|140,000    |  | 3/05       |  | AdAl Group, Inc. (5)Aluminum extruded products manufacturer                                                                                 |  |   | 72,912     |  |   |          |  | 0.0  |  
|6          |  | 5/06-6/06  |  | EFT BioTech Holdings, Inc. (HumWare Media Corp.)Media advertising                                                                           |  |   | 14,236     |  |   |          |  | 0.0  |  
|2,525,740  |  | 2/06-6/06  |  | UBA Technology, Inc.Software development Common Stock                                                                                       |  |   | 1,652,899  |  |   |          |  | 0.0  |  
|95,000     |  | 4/06       |  | Series A Convertible Preferred Stock                                                                                                        |  |   | 1,619,849  |  |   |          |  | 0.0  |  
|7,787,565  |  | 6/05-6/06  |  | Trio Industries Group, Inc.Protective powder coating                                                                                        |  |   | 12,330,401 |  |   |          |  | 0.0  |  
|           |  |            |  | KP Renewables Plc (Kwikpower International Plc) (5)Renewable energy                                                                         |  |   |            |  |   |           |  |      |  
|           |  | 5/06       |  | Convertible Debenture, due 5/10/07                                                                                                          |  |   | 4,433,403  |  |   |          |  | 0.0  |  
|           |  | 9/05       |  | Convertible Debenture, due 9/30/06                                                                                                          |  |   | 1,884,920  |  |   |          |  | 0.0  |  
|2,500      |  | 3/05       |  | Common Stock                                                                                                                                |  |   | 94,500     |  |   |          |  | 0.0  |  
|261,234    |  | 7/04-7/05  |  | eLinear, Inc. (5)Telecommunication security provider                                                                                        |  |   | 190,763    |  |   |          |  | 0.0  |  
|           |  |            |  |                                                                                                                                             |  |   |            |  |   |           |  |      |  
|           |  |            |  | Total Investments in Non-Affiliates                                                                                                         |  | $ | 39,990,308 |  | $ | 8,741,290 |  | 22.0 | %
|           |  |            |  |                                                                                                                                             |  |   |            |  |   |           |  |      |  
|           |  |            |  |                                                                                                                                             | 
|           |  |            |  | Affiliate Investments (2)                                                                                                                   |  |   |            |  |   |           |  |      |  
|49,500,000 |  | 7/07       |  | MachineTalker, Inc.Intelligent wireless security networks                                                                                   |  | $ | 993,000    |  | $ | 1,225,100 |  | 3.1  | %
|100,000    |  | 1/06       |  | Emission & Power Solutions, Inc. (Fuel FX International, Inc.) (privately held)Reductional
environmental emissions Series B Preferred Stock |  |   | 2,100,000  |  |   | 630,000   |  | 1.6  |  
|9,900,717  |  | 4/054/06  |  | Common Stock                                                                                                                                |  |   | 1,980,142  |  |   | 564,300   |  | 1.4  |  
|20,181,304 |  | 12/066/07 |  | Material Technologies, Inc.Metal fatigue detection Common Stock                                                                             |  |   | 4,818,862  |  |   | 468,200   |  | 1.2  |  
|           |  |            |  |                                                                                                                                            
|47,500     |  | 1/07       |  | Series E Convertible Preferred Stock                                                                                                        |  |   | 694,640    |  |   | 555,800   |  | 1.4  |  
|1,426,754  |  | 9/07       |  | USTelematics, Inc.(11)Broadband telecommunication for moving vehicles                                                                       |  |   |           |  |   | 454,400   |  | 1.1  |  
|412,000    |  | 9/07       |  | NeoStem, Inc.Stem cell banking services                                                                                                     |  |   | 761,440    |  |   | 426,800   |  | 1.1  |  
|95,000     |  | 1/07       |  | Manakoa Services Corporation (9)Compliance analysis and monitoring Series B Preferred Stock                                                 |  |   | 2,280,000  |  |   | 380,000   |  | 1.0  |  
|           |  |            |  |                                                                                                                                            
|7,799,515  |  | 8/044/07  |  | Common Stock                                                                                                                                |  |   | 2,122,641  |  |   | 31,200    |  | 0.1  |  



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|            |  |             |  |                                                                                                   |  |   |            |  |   |           |  |      |  
|----------- |  | ----------- |  | ------------------------------------------------------------------------------------------------- |  | - | ---------- |  | - | --------- |  | ---- | -
|2,040,000   |  | 4/067/06   |  | CytoDyn, Inc.Development stage biotechnology company Common Stock                                 |  |   | 3,640,772  |  |   | 81,600    |  | 0.2  |  
|100,000     |  | 1/07        |  | Series A Preferred Stock                                                                          |  |   | 845,000    |  |   | 260,000   |  | 0.7  |  
|6,849,390   |  | 9/056/07   |  | American Soil Technologies,Inc.Fertilizer innovation                                              |  |   | 1,609,306  |  |   | 335,600   |  | 0.8  |  
|3,530,607   |  | 7/069/07   |  | Avalon Oil and Gas, Inc.Oil and gas producers                                                     |  |   | 2,706,981  |  |   | 259,500   |  | 0.7  |  
|6,000,000   |  | 7/07        |  | Pathway One Plc(5)Sales and development licenses                                                  |  |   | 852,300    |  |   | 207,000   |  | 0.5  |  
|164,495,817 |  | 8/06-4/07   |  | Cargo Connection Logistics Holdings, Inc.World trade logistics                                    |  |   | 1,026,031  |  |   | 57,600    |  | 0.1  |  
|7,145,000   |  | 5/068/06   |  | NetFabric Holdings, Inc.Information technology services                                           |  |   | 607,034    |  |   | 28,600    |  | 0.1  |  
|872,502     |  | 5/05-9/05   |  | EcoSystem Corporation (GS Energy Corporation)Biotechnology                                        |  |   | 2,434,783  |  |   | 28,800    |  | 0.1  |  
|4,426,136   |  | 7/06        |  | vidShadow.com, Inc. (DME Interactive Holdings, Inc.)Multi-media entertainment                     |  |   | 752,443    |  |   | 17,700    |  | <0.1 |  
|33,730,000  |  | 4/05-1/06   |  | WebSky, Inc.Broadband wireless                                                                    |  |   | 897,750    |  |   |          |  | 0.0  |  
|4,221,165   |  | 4/01-12/02  |  | Stealth MediaLabs, Inc. (11)Software products                                                     |  |   | 1,708,000  |  |   |          |  | 0.0  |  
|5,346       |  | 7/069/06   |  | NutriPure Beverages, Inc. (Liberty Diversified Holdings, Inc.)Printing and
packaging Common Stock |  |   | 1,245,258  |  |   |          |  | 0.0  |  
|63,981      |  | 2/07        |  | Series B Preferred Stock                                                                          |  |   | 382,800    |  |   |          |  | 0.0  |  
|            |  |             |  |                                                                                                   |  |   |            |  |   |           |  |      |  
|            |  |             |  | Total Investments in Affiliates                                                                   |  | $ | 34,459,183 |  | $ | 6,012,200 |  | 15.1 | %
|            |  |             |  |                                                                                                   |  |   |            |  |   |           |  |      |  
|            |  |             |  |                                                                                                   | 
|            |  |             |  | Control Investments (3)                                                                           |  |   |            |  |   |           |  |      |  
|            |  |             |  |                                                                                                   | 
|1,000       |  | 11/99-11/06 |  | UTEK Real Estate Holdings, Inc. (privately held)Real estate development                           |  | $ | 4,131,574  |  | $ | 3,228,000 |  | 8.1  | %
|(6)         |  | 1/06-9/07   |  | UTEK Real Estate Holdings, Inc. (privately held)(Demand note, interest rate @ 5%)                 |  |   | 1,919,939  |  |   | 1,919,939 |  | 4.8  |  
|16,119,672  |  | 9/059/07   |  | World Energy Solutions, Inc.Energy saving technologies                                            |  |   | 4,628,449  |  |   | 1,450,800 |  | 3.6  |  
|210,000,000 |  | 1/08        |  | RIM Semiconductor CompanyData transmission technology                                             |  |   | 1,792,500  |  |   | 1,092,000 |  | 2.7  |  
|15,009,402  |  | 3/06-5/07   |  | Klegg Electronics, Inc.Manufacturer/distributor for retail electronic products                    |  |   | 6,506,174  |  |   | 30,000    |  | 0.1  |  
|            |  |             |  |                                                                                                   |  |   |            |  |   |           |  |      |  
|            |  |             |  | Total Investments in Control Investments                                                          |  | $ | 18,978,636 |  | $ | 7,720,739 |  | 19.4 | %
|            |  |             |  |                                                                                                   |  |   |            |  |   |           |  |      |  
|            |  |             |  |                                                                                                   | 
|            |  |             |  | U.S. Treasuries and Certificates of Deposit (4)                                                   |  |   |            |  |   |           |  |      |  
|            |  |             |  |                                                                                                   | 
|            |  |             |  | Certificates of Deposit:                                                                          |  |   |            |  |   |           |  |      |  
|100,000     |  | 1/08        |  | Washington Mutual Bank CD, maturity 4/16/08, interest rate @ 4.50%                                |  |   | 100,017    |  |   | 100,017   |  | 0.3  |  
|100,000     |  | 1/08        |  | Metropacific Bank CD, maturity 4/22/08, interest rate @ 4.45%                                     |  |   | 100,022    |  |   | 100,022   |  | 0.3  |  
|100,000     |  | 1/08        |  | American Chartered Bank CD, maturity 4/23/08, interest rate @ 4.40%                               |  |   | 100,020    |  |   | 100,020   |  | 0.3  |  
|100,000     |  | 1/08        |  | GE Money Bank CD, maturity 4/23/08, interest rate @ 4.30%                                         |  |   | 100,000    |  |   | 100,000   |  | 0.3  |  
|100,000     |  | 1/08        |  | Lydian Private Bank CD, maturity 4/23/08, interest rate @ 4.30%                                   |  |   | 100,015    |  |   | 100,015   |  | 0.3  |  



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|        |  |      |  |                                                                 |  |   |            |  |   |            |  |       |  
|------- |  | ---- |  | --------------------------------------------------------------- |  | - | ---------- |  | - | ---------- |  | ----- | -
|100,000 |  | 1/08 |  | Great Southern Bank CD, maturity 4/25/08, interest rate @ 4.30% |  |   | 100,016    |  |   | 100,016    |  | 0.3   |  
|100,000 |  | 8/07 |  | Capmark Bank CD, maturity 5/22/08, interest rate @ 5.15%        |  |   | 100,138    |  |   | 100,138    |  | 0.3   |  
|100,000 |  | 8/07 |  | Firstcity Bank CD, maturity 5/22/08, interest rate @ 5.1%       |  |   | 100,132    |  |   | 100,132    |  | 0.3   |  
|100,000 |  | 8/07 |  | Provident Bank CD, maturity 5/27/08, interest rate @ 5.1%       |  |   | 100,145    |  |   | 100,145    |  | 0.3   |  
|100,000 |  | 2/08 |  | Colonial Bank CD, maturity 8/27/08, interest rate @ 3.35%       |  |   | 99,735     |  |   | 99,735     |  | 0.2   |  
|100,000 |  | 2/08 |  | Capital One Bank CD, maturity 8/28/08, interest rate @ 3.35%    |  |   | 99,734     |  |   | 99,734     |  | 0.2   |  
|100,000 |  | 2/08 |  | Sunfirst Bank CD, maturity 8/28/08, interest rate @ 3.35%       |  |   | 99,742     |  |   | 99,742     |  | 0.2   |  
|100,000 |  | 2/08 |  | Coastal Community CD, maturity 8/29/08, interest rate @ 3.35%   |  |   | 99,732     |  |   | 99,732     |  | 0.2   |  
|100,000 |  | 2/08 |  | First Business Bank CD, maturity 8/29/08, interest rate @ 3.35% |  |   | 99,732     |  |   | 99,732     |  | 0.2   |  
|100,000 |  | 2/08 |  | Mercantile Bank CD, maturity 8/29/08, interest rate @ 3.40%     |  |   | 99,752     |  |   | 99,752     |  | 0.2   |  
|        |  |      |  |                                                                 |  |   |            |  |   |            |  |       |  
|        |  |      |  | Total Certificates of Deposit                                   |  | $ | 1,498,932  |  | $ | 1,498,932  |  | 3.8   | %
|        |  |      |  |                                                                 |  |   |            |  |   |            |  |       |  
|        |  |      |  | Total Investments in U.S. Treasuries and CDs                    |  | $ | 1,498,932  |  | $ | 1,498,932  |  | 3.8   | %
|        |  |      |  |                                                                 |  |   |            |  |   |            |  |       |  
|        |  |      |  | TOTAL INVESTMENTS                                               |  | $ | 94,927,059 |  | $ | 23,973,161 |  | 60.2  | %
|        |  |      |  |                                                                 |  |   |            |  |   |            |  |       |  
|        |  |      |  | Cash and other assets, less liabilities                         |  |   |            |  |   | 15,835,425 |  | 39.8  | %
|        |  |      |  |                                                                 |  |   |            |  |   |            |  |       |  
|        |  |      |  | Net assets at March 31, 2008                                    |  |   |            |  | $ | 39,808,586 |  | 100.0 | %
|        |  |      |  |                                                                 |  |   |            |  |   |            |  |       |  

Notes to Schedule of Investments:



| |  |  | Except where otherwise noted, all of our investments listed above are in common stock of companies that are publicly quoted on the OTC Bulletin Board or listed on
the American Stock Exchange or other similar markets.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The above investments, with the exception of the U.S. Treasuries and certificates of deposits and a demand note issued by UTEK Real Estate Holdings, Inc., are
non-income producing. Equity investments that have not paid dividends within the last twelve months are considered non-income producing.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The value of all securities for which there is no readily available market value is determined in good faith by the Board of Directors. In making its determination,
the Board of Directors has considered valuation appraisals provided by an independent valuation service provider. (See Note 3 to the Notes to the Consolidated Financial Statements.)
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As of March 31, 2008, all of the securities that we own are subject to legal restrictions on resale. As a result, our ability to sell or otherwise transfer the
securities we hold in our portfolio is limited.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(1) | Non-affiliate investments are generally defined under the Investment Company Act of 1940 as companies in which the Company owns less than 5% of the voting securities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Affiliate investments are generally defined under the Investment Company Act of 1940 as companies in which the Company owns at least 5% but not more than 25% of the voting
securities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Control investments are generally defined under the Investment Company Act of 1940 as companies in which the Company
owns more than 25% of the voting securities. We own 100% of UTEK Real Estate Holdings, Inc. (UREHI), which holds four investments: Rosbon LLC, ABM of Tampa Bay, Inc., 22ndStreet of Ybor City, Inc. and Ybor City Group, Inc. UREHI holds 150 equity interests of the total equity interests outstanding of Rosbon LLC and all of the outstanding shares of
capital stock of ABM of Tampa Bay, Inc., 22ndStreet of Ybor City, Inc. and Ybor City Group, Inc.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The Company invests excess cash in a number of U.S. Treasury Bills and certificates of deposit. These short-term investments normally have three month to one year maturities and do
not qualify as cash or cash equivalents.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Non-U.S. company or the companys principal place of business is outside the U.S.
|--- | ---------------------------------------------------------------------------------

|(6) | Investment consists of a loan receivable with subsidiaries of UTEK Real Estate Holdings, Inc.
|--- | ---------------------------------------------------------------------------------------------

|(7) | Investment consists of warrants to purchase 1,500,000 shares of Synthetic Blood International, Inc. common stock.
|--- | -----------------------------------------------------------------------------------------------------------------

|(8) | During the period ended March 31, 2008, the Company reclassified this investment from Affiliate investments to Non-affiliate investments based on the criteria in notes
(1) and (2).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Advanced Medical Isotope Corporation and Manakoa Services Company are related through common management.
|--- | --------------------------------------------------------------------------------------------------------

|(10) | Xethanol Corporation and Metamorphix Global are related though common management.
|---- | ---------------------------------------------------------------------------------

|(11) | Stealth MediaLabs, Inc. and USTelematics, Inc. are related through common management.
|---- | -------------------------------------------------------------------------------------

See accompanying notes



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UTEK CORPORATION

Consolidated Schedule of Investments

December 31, 2007



|          |  |                      |  |                                                                                        |  |                    |           |       |   |                        |  |      |  
|--------- |  | -------------------- |  | -------------------------------------------------------------------------------------- |  | ------------------ | --------- | ----- | - | ---------------------- |  | ---- | -
|Shares    |  | Dates of Acquisition |  | Non-Affiliate Investments (1)                                                          |  | OriginalCost Basis |           | Value |   | Percentageof NetAssets | 
|          |  |                      |  | Advanced Medical Isotope Corporation (12)Medical isotope processes                     |  |                    |           |       |   |                        |  |      |  
|95,000    |  | 9/06                 |  | Preferred Stock                                                                        |  | $                  | 1,803,417 |       | $ | 1,750,000              |  | 4.0  | %
|600,000   |  | 5/06                 |  | Common Stock                                                                           |  |                    | 63,000    |       |   | 324,000                |  | 0.7  |  
|478,562   |  | 1/06                 |  | Broadcast International, Inc.Telecommunications                                        |  |                    | 579,060   |       |   | 1,682,100              |  | 3.9  |  
|100,000   |  | 4/06                 |  | Advanced Refractive Technologies, Inc.Ophthalmic technologies Series D Preferred Stock |  |                    | 1,996,176 |       |   | 560,000                |  | 1.3  |  
|97,000    |  | 3/06                 |  | Series C Preferred Stock                                                               |  |                    | 2,066,063 |       |   | 543,200                |  | 1.2  |  
|97,000    |  | 12/05                |  | Series B Preferred Stock                                                               |  |                    | 1,032,675 |       |   | 282,300                |  | 0.6  |  
|4,000,000 |  | 5/06                 |  | Common Stock                                                                           |  |                    | 76,368    |       |   | 400                    |  | <0.1 |  
|560,000   |  | 1/07                 |  | MiMedx, Inc. (privately held)Connective tissue technology                              |  |                    |          |       |   | 840,000                |  | 1.9  |  
|(7)       |  | 4/07                 |  | Synthetic Blood International, Inc.Biotechnology products                              |  |                    | 120,000   |       |   | 233,700                |  | 0.5  |  
|40,000    |  | 7/06                 |  | Bacterin International, Inc.(privately held)Bioactive coatings for medical devices     |  |                    | 120,000   |       |   | 120,000                |  | 0.3  |  
|60,000    |  | 12/05                |  | Metamorphix Global, Inc.(privately held) (13)Design and manufacture of countertops     |  |                    | 120,000   |       |   | 90,000                 |  | 0.2  |  
|171,432   |  | 10/06-9/07           |  | GammaCan International, Inc.Anti-cancer immunotherapy                                  |  |                    | 83,016    |       |   | 65,100                 |  | 0.1  |  
|264,333   |  | 1/07                 |  | Ecosphere Technologies, Inc.Defense, homeland security and global ship repair          |  |                    | 97,300    |       |   | 47,600                 |  | 0.1  |  
|109,091   |  | 7/06                 |  | Turbine Truck Engines, Inc.Heavy-duty highway truck engines                            |  |                    | 72,000    |       |   | 41,500                 |  | 0.1  |  
|269,230   |  | 8/06                 |  | Protocall Technologies, Inc.On-demand software and entertainment                       |  |                    | 11,577    |       |   | 31,500                 |  | 0.1  |  
|697,860   |  | 8/06-11/06           |  | Magnitude Information Systems, Inc.Computer ergonomics                                 |  |                    | 25,920    |       |   | 27,900                 |  | 0.1  |  
|2,560,000 |  | 8/04-11/06           |  | TenthGate, Inc. (8)Healthcare related products and services                            |  |                    | 40,000    |       |   | 24,200                 |  | 0.1  |  
|180,000   |  | 5/06                 |  | U.S. Starcom, Inc.Communications services and products                                 |  |                    | 17,181    |       |   | 12,000                 |  | <0.1 |  
|9,748     |  | 4/06-3/07            |  | Xethanol Corporation(13)Bioethanol and derivative products                             |  |                    | 88,836    |       |   | 5,850                  |  | <0.1 |  
|825,852   |  | 5/06-7/06            |  | MM2 Group, Inc.Financial consulting for nutraceuticals                                 |  |                    | 32,685    |       |   | 5,800                  |  | <0.1 |  
|1,200,000 |  | 10/06                |  | Laserlock Technologies, Inc.Security solutions for the gaming industry                 |  |                    | 24,100    |       |   | 5,100                  |  | <0.1 |  
|808,529   |  | 12/04                |  | SolarBrook Water and Power Corp. (HydroFlo, Inc.)Treatment and purification of water   |  |                    | 125,861   |       |   | 3,900                  |  | <0.1 |  
|660,000   |  | 6/05                 |  | BP International, Inc.Shade structures                                                 |  |                    | 78,852    |       |   | 3,400                  |  | <0.1 |  
|1,250,010 |  | 5/06                 |  | In Veritas Medical Diagnostics, Inc.Medical devices designs and testing                |  |                    | 74,400    |       |   | 2,700                  |  | <0.1 |  
|2,011,765 |  | 5/06-6/06            |  | KKS Venture Management, Inc (Rheologics, Inc.)Study of blood viscosity                 |  |                    | 86,100    |       |   | 1,000                  |  | <0.1 |  
|66,667    |  | 9/05-4/06            |  | Quest Minerals & Mining CorporationCoal and mineral mining                             |  |                    | 69,044    |       |   | 800                    |  | <0.1 |  



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|           |  |            |  |                                                                                                                                              |  |   |            |  |   |           |  |      |  
|---------- |  | ---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- |  | - | --------- |  | ---- | -
|85,714     |  | 9/05       |  | New Life Scientific, Inc.Pharmaceutical biotechnologies                                                                                      |  |   | 81,816     |  |   | 600       |  | <0.1 |  
|384,000    |  | 7/06       |  | aeroTelesis, Inc.Satellite and wireless bandwidth utilization                                                                                |  |   | 33,394     |  |   | 600       |  | <0.1 |  
|387,097    |  | 6/06       |  | Tradequest International, Inc.Provider of voice over internet protocol                                                                       |  |   | 76,092     |  |   | 400       |  | <0.1 |  
|122,449    |  | 1/06       |  | 5G Wireless Communications, Inc.Broadband wireless                                                                                           |  |   | 78,851     |  |   | 200       |  | <0.1 |  
|232,211    |  | 5/05       |  | Preservation Sciences, Inc.Green technologies and development                                                                                |  |   |           |  |   |          |  | 0.0  |  
|140,000    |  | 3/05       |  | AdAl Group, Inc. (5)Aluminum extruded products manufacturer                                                                                  |  |   | 72,912     |  |   |          |  | 0.0  |  
|37,500     |  | 6/05       |  | Modern Technology CorporationTechnology development and acquisition company                                                                  |  |   | 82,152     |  |   |          |  | 0.0  |  
|6          |  | 5/06-6/06  |  | EFT BioTech Holdings, Inc. (HumWare Media Corp.)Media advertising                                                                            |  |   | 14,236     |  |   |          |  | 0.0  |  
|2,482,521  |  | 2/06-6/06  |  | UBA Technology, Inc.Software development Common Stock                                                                                        |  |   | 1,691,419  |  |   |          |  | 0.0  |  
|95,000     |  | 4/06       |  | Series A Convertible Preferred Stock                                                                                                         |  |   | 1,619,849  |  |   |          |  | 0.0  |  
|7,787,565  |  | 6/05-6/06  |  | Trio Industries Group, Inc.Protective powder coating                                                                                         |  |   | 12,330,401 |  |   |          |  | 0.0  |  
|           |  |            |  | KP Renewables Plc (Kwikpower International Plc) (5)Renewable energy                                                                          |  |   |            |  |   |           |  |      |  
|           |  | 5/06       |  | Convertible Debenture, due 5/10/07                                                                                                           |  |   | 4,433,401  |  |   |          |  | 0.0  |  
|           |  | 9/05       |  | Convertible Debenture, due 9/30/06                                                                                                           |  |   | 1,884,920  |  |   |          |  | 0.0  |  
|2,500      |  | 3/05       |  | Common Stock                                                                                                                                 |  |   | 94,500     |  |   |          |  | 0.0  |  
|261,234    |  | 7/04-7/05  |  | eLinear, Inc. (5)Telecommunication security provider                                                                                         |  |   | 190,763    |  |   |          |  | 0.0  |  
|           |  |            |  |                                                                                                                                              |  |   |            |  |   |           |  |      |  
|           |  |            |  | Total Investments in Non-Affiliates                                                                                                          |  | $ | 31,588,337 |  | $ | 6,705,850 |  | 15.4 | %
|           |  |            |  |                                                                                                                                              |  |   |            |  |   |           |  |      |  
|           |  |            |  |                                                                                                                                              | 
|           |  |            |  | Affiliate Investments (2)                                                                                                                    |  |   |            |  |   |           |  |      |  
|           |  |            |  |                                                                                                                                              | 
|20,550,304 |  | 9/046/07  |  | Material Technologies, Inc. (9)Metal fatigue detection Common Stock                                                                          |  | $ | 4,907,329  |  | $ | 4,521,100 |  | 10.4 | %
|47,500     |  | 1/07       |  | Series E Convertible Preferred Stock                                                                                                         |  |   | 694,640    |  |   | 648,400   |  | 1.5  |  
|148,000    |  | 11/061/07 |  | Cyberlux Corporation (9)LED lighting solutions Series C Preferred Stock                                                                      |  |   | 2,181,640  |  |   | 1,781,000 |  | 4.1  |  
|27,981,484 |  | 6/061/07  |  | Common Stock                                                                                                                                 |  |   | 537,920    |  |   | 559,600   |  | 1.3  |  
|100,000    |  | 1/06       |  | Emission & Power Solutions, Inc. (Fuel FX International, Inc.) (privately held) Reductional environmental emissions Series B Preferred Stock |  |   | 2,100,000  |  |   | 840,000   |  | 1.9  |  
|9,900,717  |  | 4/054/06  |  | Common Stock                                                                                                                                 |  |   | 1,980,142  |  |   | 752,500   |  | 1.7  |  
|3,620,307  |  | 5/069/07  |  | Avalon Oil and Gas, Inc.Oil and gas producers                                                                                                |  |   | 2,854,089  |  |   | 868,900   |  | 2.0  |  
|95,000     |  | 1/07       |  | Manakoa Services Corporation(12)Compliance analysis and monitoring Series B Preferred Stock                                                  |  |   | 2,280,000  |  |   | 760,000   |  | 1.7  |  
|7,799,515  |  | 8/044/07  |  | Common Stock                                                                                                                                 |  |   | 2,122,641  |  |   | 58,500    |  | 0.1  |  
|6,000,000  |  | 7/07       |  | Pathway One Plc(5) (9)Sales and development licenses                                                                                         |  |   | 852,300    |  |   | 719,500   |  | 1.6  |  
|49,500,000 |  | 7/07       |  | MachineTalker, Inc. (9)Intelligent wireless security networks                                                                                |  |   | 993,000    |  |   | 668,300   |  | 1.5  |  



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|            |  |             |  |                                                                                          |  |   |            |  |   |            |  |      |  
|----------- |  | ----------- |  | ---------------------------------------------------------------------------------------- |  | - | ---------- |  | - | ---------- |  | ---- | -
|1,426,754   |  | 9/07        |  | USTelematics, Inc. (14)Broadband telecommunication for moving vehicles                   |  |   |           |  |   | 510,100    |  | 1.2  |  
|412,000     |  | 9/07        |  | NeoStem, Inc. (9)Stem cell banking services                                              |  |   | 761,440    |  |   | 441,700    |  | 1.0  |  
|2,040,000   |  | 4/067/06   |  | CytoDyn, Inc.Development stage biotechnology company Common Stock                        |  |   | 3,640,772  |  |   | 118,300    |  | 0.3  |  
|100,000     |  | 1/07        |  | Series A Preferred Stock                                                                 |  |   | 845,000    |  |   | 260,000    |  | 0.6  |  
|6,909,390   |  | 9/056/07   |  | American Soil Technologies,Inc. (9)Fertilizer innovation                                 |  |   | 1,622,606  |  |   | 314,400    |  | 0.7  |  
|4,426,136   |  | 7/06        |  | vidShadow.com, Inc. (DME Interactive Holdings, Inc.)Multi-media entertainment            |  |   | 752,443    |  |   | 199,200    |  | 0.5  |  
|164,495,817 |  | 8/06-4/07   |  | Cargo Connection Logistics Holdings, Inc.World trade logistics                           |  |   | 1,026,031  |  |   | 172,700    |  | 0.4  |  
|7,145,000   |  | 5/068/06   |  | NetFabric Holdings, Inc.Information technology services                                  |  |   | 607,034    |  |   | 142,900    |  | 0.3  |  
|461,222,608 |  | 5/05-9/05   |  | GS Energy Corporation (INSEQ Corp.)Waste minimization                                    |  |   | 2,434,783  |  |   | 89,900     |  | 0.2  |  
|5,462       |  | 8/05-8/06   |  | Industrial Biotechnology Corporation (10)Manufactures and markets flavors and fragrances |  |   | 6,351,998  |  |   | 2,000      |  | <0.1 |  
|33,730,000  |  | 4/05-1/06   |  | WebSky, Inc.Broadband wireless                                                           |  |   | 897,750    |  |   |           |  | 0.0  |  
|4,221,165   |  | 4/01-12/02  |  | Stealth MediaLabs, Inc. (14)Software products                                            |  |   | 1,708,000  |  |   |           |  | 0.0  |  
|5,346       |  | 7/069/06   |  | Liberty Diversified Holdings, Inc.Printing and packaging Common Stock                    |  |   | 1,245,258  |  |   |           |  | 0.0  |  
|63,981      |  | 2/07        |  | Series B Preferred Stock                                                                 |  |   | 382,800    |  |   |           |  | 0.0  |  
|            |  |             |  |                                                                                          |  |   |            |  |   |            |  |      |  
|            |  |             |  | Total Investments in Affiliates                                                          |  | $ | 43,779,616 |  | $ | 14,429,000 |  | 33.0 | %
|            |  |             |  |                                                                                          |  |   |            |  |   |            |  |      |  
|            |  |             |  | Control Investments (3)                                                                  |  |   |            |  |   |            |  |      |  
|            |  |             |  |                                                                                          | 
|1,000       |  | 11/99-11/06 |  | UTEK Real Estate Holdings, Inc. (privately held)Real estate development                  |  | $ | 4,131,574  |  | $ | 3,472,000  |  | 7.9  | %
|16,119,672  |  | 9/059/07   |  | World Energy Solutions, Inc.(11)Energy saving technologies Common Stock                  |  |   | 4,628,449  |  |   | 2,031,100  |  | 4.7  |  
|(6)         |  | 1/06-9/07   |  | UTEK Real Estate Holdings, Inc. (privately held) (Demand note, interest rate @ 5%)       |  |   | 1,965,261  |  |   | 1,965,261  |  | 4.5  |  
|15,009,402  |  | 3/06-5/07   |  | Klegg Electronics, Inc.Manufacturer/distributor for retail electronic products           |  |   | 6,506,174  |  |   | 300,200    |  | 0.7  |  
|            |  |             |  |                                                                                          |  |   |            |  |   |            |  |      |  
|            |  |             |  | Total Investments in Control Investments                                                 |  | $ | 17,231,458 |  | $ | 7,768,561  |  | 17.8 | %
|            |  |             |  |                                                                                          |  |   |            |  |   |            |  |      |  
|            |  |             |  |                                                                                          | 
|            |  |             |  | U.S. Treasuries and Certificates of Deposit (4)                                          |  |   |            |  |   |            |  |      |  
|            |  |             |  |                                                                                          | 
|            |  |             |  | U.S. Treasuries:                                                                         |  |   |            |  |   |            |  |      |  
|            |  |             |  |                                                                                          | 
|500,000     |  | 11/07       |  | United States Treasury Bill, maturity 2/07/08, interest rate @ 3.06%                     |  | $ | 498,550    |  | $ | 498,550    |  | 1.1  | %
|            |  |             |  |                                                                                          |  |   |            |  |   |            |  |      |  
|            |  |             |  | Total U.S. Treasuries                                                                    |  | $ | 498,550    |  | $ | 498,550    |  | 1.1  | %
|            |  |             |  |                                                                                          |  |   |            |  |   |            |  |      |  
|            |  |             |  | Certificates of Deposit:                                                                 |  |   |            |  |   |            |  |      |  
|            |  |             |  |                                                                                          | 
|100,000     |  | 8/07        |  | State Bank India CD, maturity 2/22/08, interest rate @ 5.15%                             |  | $ | 99,983     |  | $ | 99,983     |  | 0.2  | %
|100,000     |  | 8/07        |  | Indymac Bank FSB CD, maturity 2/25/08, interest rate @ 5.2%                              |  |   | 100,004    |  |   | 100,004    |  | 0.2  |  



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|        |  |      |  |                                                                      |  |   |            |  |   |            |  |       |  
|------- |  | ---- |  | -------------------------------------------------------------------- |  | - | ---------- |  | - | ---------- |  | ----- | -
|100,000 |  | 8/07 |  | First Natl Bank Arizona CD, maturity 2/27/08, interest rate @ 5.15% |  |   | 99,982     |  |   | 99,982     |  | 0.2   |  
|100,000 |  | 8/07 |  | Charter Bank West CD, maturity 2/29/08, interest rate @ 5.1%         |  |   | 99,975     |  |   | 99,975     |  | 0.2   |  
|100,000 |  | 8/07 |  | Discover Bank CD, maturity 2/29/08, interest rate @ 5.15%            |  |   | 99,982     |  |   | 99,982     |  | 0.2   |  
|100,000 |  | 8/07 |  | Lehman Coml Bank CD, maturity 2/29/08, interest rate @ 5.15%         |  |   | 99,982     |  |   | 99,982     |  | 0.2   |  
|100,000 |  | 8/07 |  | Sterling Savings Bank CD, maturity 3/24/08, interest rate @ 5.1%     |  |   | 99,966     |  |   | 99,966     |  | 0.2   |  
|100,000 |  | 8/07 |  | Capmark Bank CD, maturity 5/22/08, interest rate @ 5.15%             |  |   | 99,986     |  |   | 99,986     |  | 0.2   |  
|100,000 |  | 8/07 |  | Firstcity Bank CD, maturity 5/22/08, interest rate @ 5.1%            |  |   | 99,967     |  |   | 99,967     |  | 0.2   |  
|100,000 |  | 8/07 |  | Provident Bank CD, maturity 5/27/08, interest rate @ 5.1%            |  |   | 99,969     |  |   | 99,969     |  | 0.2   |  
|        |  |      |  |                                                                      |  |   |            |  |   |            |  |       |  
|        |  |      |  | Total Certificates of Deposit                                        |  | $ | 999,796    |  | $ | 999,796    |  | 2.3   | %
|        |  |      |  |                                                                      |  |   |            |  |   |            |  |       |  
|        |  |      |  | Total Investments in U.S. Treasuries and CDs                         |  | $ | 1,498,346  |  | $ | 1,498,346  |  | 3.4   | %
|        |  |      |  |                                                                      |  |   |            |  |   |            |  |       |  
|        |  |      |  | TOTAL INVESTMENTS                                                    |  | $ | 94,097,757 |  | $ | 30,401,757 |  | 69.6  | %
|        |  |      |  |                                                                      |  |   |            |  |   |            |  |       |  
|        |  |      |  | Cash and other assets, less liabilities                              |  |   |            |  |   | 13,272,791 |  | 30.4  | %
|        |  |      |  |                                                                      |  |   |            |  |   |            |  |       |  
|        |  |      |  | Net assets at December 31, 2007                                      |  |   |            |  | $ | 43,674,548 |  | 100.0 | %
|        |  |      |  |                                                                      |  |   |            |  |   |            |  |       |  

Notes to Schedule of Investments:



| |  |  | Except where otherwise noted, all of our investments listed above are in common stock of companies that are publicly quoted on the OTC Bulletin Board or listed on
the American Stock Exchange or other similar markets.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The above investments, with the exception of the U.S. Treasuries and certificates of deposits and a demand note issued by UTEK Real Estate Holdings, Inc., are
non-income producing. Equity investments that have not paid dividends within the last twelve months are considered non-income producing.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The value of all securities for which there is no readily available market value is determined in good faith by the Board of Directors. In making its determination,
the Board of Directors has considered valuation appraisals provided by an independent valuation service provider. (See Note 3 to the Notes to the Consolidated Financial Statements.)
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As of December 31, 2007, all of the securities that we own are subject to legal restrictions on resale. As a result, our ability to sell or otherwise transfer
the securities we hold in our portfolio is limited.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(1) | Non-affiliate investments are generally defined under the Investment Company Act of 1940 as companies in which the Company owns less than 5% of the voting securities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Affiliate investments are generally defined under the Investment Company Act of 1940 as companies in which the Company owns at least 5% but not more than 25% of the voting
securities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Control investments are generally defined under the Investment Company Act of 1940 as companies in which the Company
owns more than 25% of the voting securities. We own 100% of UTEK Real Estate Holdings, Inc. (UREHI), which holds four investments: Rosbon LLC, ABM of Tampa Bay, Inc., 22ndStreet of Ybor City, Inc. and Ybor City Group, Inc. UREHI holds 150 equity interests of the total equity interests outstanding of Rosbon LLC and all of the outstanding shares of
capital stock of ABM of Tampa Bay, Inc., 22ndStreet of Ybor City, Inc. and Ybor City Group, Inc.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The Company invests excess cash in a number of U.S. Treasury Bills and certificates of deposit. These short-term investments normally have three month to one year maturities and do
not qualify as cash or cash equivalents.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Non-U.S. company or the companys principal place of business is outside the U.S.
|--- | ---------------------------------------------------------------------------------



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|(6) | Investment consists of a loan receivable with subsidiaries of UTEK Real Estate Holdings, Inc.
|--- | ---------------------------------------------------------------------------------------------

|(7) | Investment consists of warrants to purchase 1,500,000 shares of Synthetic Blood International, Inc. common stock.
|--- | -----------------------------------------------------------------------------------------------------------------

|(8) | During the period ended December 31, 2007, the Company reclassified this investment from Affiliate investments to Non-affiliate investments based on the criteria in notes
(1) and (2).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | During the period ended December 31, 2007, the Company reclassified this investment from Non-affiliate investments to Affiliate investments based on the criteria in notes
(1) and (2).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | During the period ended December 31, 2007, the Company reclassified this investment from Control investments to Affiliate investments based on the criteria in notes
(2) and (3).
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | During the period ended December 31, 2007, the Company reclassified this investment from Affiliate investments to Control investments based on the criteria in notes
(2) and (3).
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Advanced Medical Isotope Corporation and Manakoa Services Company are related through common management.
|---- | --------------------------------------------------------------------------------------------------------

|(13) | Xethanol Corporation and Metamorphix Global are related though common management.
|---- | ---------------------------------------------------------------------------------

|(14) | Stealth MediaLabs, Inc. and USTelematics, Inc. are related through common management.
|---- | -------------------------------------------------------------------------------------

See accompanying notes



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UTEK Corporation

Notes to Consolidated Financial Statements

Three months ended March 31,
2008 and 2007

(Unaudited)

1.
Nature of Business and Significant Accounting Policies

Interim Financial Information

The financial information for UTEK Corporation (the Company, we, us or UTEK) as of March 31, 2008 and 2007 and for
the three month periods then ended is unaudited, but includes all adjustments (consisting only of normal recurring accruals), which, in the opinion of management are necessary in order to make the consolidated financial statements not misleading at
such dates and for those periods. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and, therefore, do not include
all information and notes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These consolidated financial statements should be read in conjunction with the
consolidated audited financial statements and related notes included in the Companys Form 10-K for the year ended December 31, 2007. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the
results that may be expected for the entire year.

The Company

The Company provides innovation services. The Companys services enable companies to acquire externally developed technologies from universities and research laboratories worldwide to augment their internal research and development
efforts. In addition, UTEK provides services to help companies develop innovation strategies and create value from their intellectual property. One component of a comprehensive innovation program is technology transfer which refers to the process by
which new technologies, developed in universities, government research facilities, or similar research settings, are licensed to companies for potential commercial development and use. The Companys goal is to provide its clients an opportunity
to acquire and commercialize innovative technologies primarily developed by universities, medical centers, federal research laboratories and select corporations.

The Company is a non-diversified, closed-end management investment company that has elected to be treated as a business development company (BDC) under the Investment Company Act of 1940 (1940 Act). The
Companys strategic objective is to increase net assets by providing innovation services and by effectuating technology transfer transactions with companies pursuant to which we receive securities or cash as compensation for the sale of
technology rights.

Innovation and Strategic Consulting

The Company provides strategic innovation consulting services to larger clients to help them become more efficient innovators. The process involves our clients working with a handful of seasoned and experienced professionals capable of
unlocking an organizations capacity for strategy and innovation.

Technology Acquisition Alliance

The Companys technology acquisition alliance agreements are designed to help our customers enhance their new product pipeline through the acquisition of proprietary
technologies primarily from universities, medical centers, corporations and federal research laboratories. The Company may receive cash or unregistered shares of common stock from companies as payment for the services we provide. Technology
transfers are completed according to the terms set forth in these agreements with our client companies.

Technology Transfers

To effectuate a technology transfer, we will typically create a newly formed company to acquire a new technology from a university, medical center, corporation or federal
research laboratory and then sell this newly formed company to our client for securities or cash. It is our plan that the shares we receive in these exchanges will, in the course of our business, be sold for cash or other assets. A benefit of
effectuating technology transfers through our innovation process is that such transactions do not result in a current taxable event for us for income tax purposes. We have not acquired, and do not currently intend to acquire a new technology from a
university, medical center and federal research laboratory in connection with our innovation process without the prior agreement of our client to subsequently acquire such new technology from us.



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Patent Analytic Services

UTEK Intellectual Capital Consulting, a division of the Company, uses a team of on-call scientists and industry experts to provide technical and business knowledge to help our clients identify, assess, protect and leverage their
intellectual property assets (IP). This division helps clients identify the strengths and weaknesses of corporate IP and competitors IP. This division also identifies gaps in competitors IP portfolios that reveal
opportunities to pursue for our clients.

Online Exchanges and Databases

UTEK Information Services is a division that operates a group of subscription-based websites. Pharma Transfer provides a source of research and business development opportunities for the international
pharmaceutical market encompassing all areas of pipeline development, from early-stage discovery, through pre-clinical and clinical trials, to registered products that are all available for co-development or licensing. TechEx is an online
searchable database for life science discoveries. Knowledge Express is a searchable database of valuable information for licensing professionals, which provides our clients with comprehensive coverage of licensing agreements, corporate
profiles, clinical trials, deals, drug pipelines, drug sales, licensable technologies, patents and royalty rates. Pharmalicensing is a biopharmaceutical innovation resource designed for professionals involved with partnering, licensing and
business development worldwide. Pharmalicensing affords clients the ability to in-license and out-license intellectual property and also provides partnering services, business development reports, industry news and a jobs source for candidates and
employers. TekScout enables companies to outsource unfinished research and development (R&D) projects to scientists from around the world. TekScout provides a platform for companies to supplement internal R&D and resources
to accelerate product development.

Principles of Consolidation

UTEK Corporation commenced operations in 1997, originally incorporated under the laws of the State of Florida and subsequently under the laws of the State of Delaware in July 1999. The consolidated financial statements include the accounts
of UTEK Corporation and its wholly owned subsidiaries; UTEK-Europe, Ltd. (Europe) and UTEKip, Ltd. (Israel). All intercompany transactions and balances are eliminated in consolidation.

Portfolio investments are held for the purpose of deriving investment income and future capital gains. The financial results of the Companys portfolio companies
are not consolidated in the Companys financial statements.

Reclassifications

Certain reclassifications have been made to the 2007 balances to conform to the 2008 financial statement presentation.

Goodwill Impairment

As a result of the Companys annual impairment analysis, the Company determined that there was an impairment of
the goodwill related to the Pharma Transfer acquisition in the first quarter of 2007. The Company recorded a partial impairment of the goodwill for the United States segment in 2007. This resulted in a write-down of approximately $33,000, $21,000
after tax, which is an operating expense in the consolidated statements of operations for the three months ended March 31, 2007. There were no impairments to goodwill during the three months ended March 31, 2008.

Earnings per Share (EPS)

Basic earnings per share is computed on the
basis of the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock outstanding plus the effect of dilutive
potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares consist of outstanding stock options.

Components of basic and diluted earnings per share are as follows:



|                                                    |  |                             |  |          
|--------------------------------------------------- |  | --------------------------- |  | ---------
|                                                    |  | Three months ended March 31
|                                                    |  | 2008                        |  | 2007     
|Weighted average outstanding shares of common stock |  | 9,161,046                   |  | 8,938,565
|Dilutive effect of stock options                    |  |                            |  |         
|                                                    |  |                             |  |          
|Common stock and common stock equivalents           |  | 9,161,046                   |  | 8,938,565
|                                                    |  |                             |  |          
|Shares excluded from calculation of diluted EPS (1) |  | 640,025                     |  | 526,889  
|                                                    |  |                             |  |          



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|(1) | These shares attributable to outstanding stock options were excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive. These shares would
have been anti-dilutive because there was a net decrease in net assets from operations during the period.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Financial Instruments and
Concentrations of Credit Risk

The Companys financial instruments consist of investments, U.S. Treasuries and certificates of deposit, cash and
cash equivalents, accounts receivable, accounts payable and accrued expenses. The fair value of trade accounts receivable and payable and certain accrued expenses approximate their carrying amounts in the financial statements due to the short
maturity of such instruments. The fair value of U.S. Treasuries and certificates of deposit is recorded based upon their market value. The fair value of all other investments is determined by the Board of Directors as further discussed in Note 3.

Financial instruments with significant credit risk include investments and cash and cash equivalents. The Company invests its cash and cash equivalents
and its U.S. Treasuries and certificates of deposit with high credit quality financial institutions. Certain cash and cash equivalents were in excess of FDIC insurance limits at March 31, 2008. The Company has not experienced any losses on such
accounts.

Use of Estimates

The preparation of the
Companys consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that could affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimate relates to the fair value of the
investments. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurementsas it
relates to financial assets and liabilities recognized or disclosed on a recurring basis. The effective date of this Statement for non-financial assets and liabilities that are not recognized or disclosed on a recurring basis has been delayed to
fiscal years beginning after November 15, 2008. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value
measurements. The adoption of the effective portion of SFAS No. 157 expanded the Companys disclosures regarding the fair value measurements of its investments.

Effective January 1, 2008, the Company adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilitiesincluding an amendment of FASB Statement No. 115. SFAS
No. 159 expands the use of fair value measurement by permitting entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The Companys
most significant financial instruments are its investments, which are currently carried at fair value. The Company did not elect the fair value option under SFAS No. 159 for any other of its financial assets or liabilities.

In March 2008, the Financial Accounting Standards Board issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS
No. 161 requires additional disclosures related to the use of derivative instruments, the accounting for derivatives and the financial statement impact of derivatives. SFAS No. 161 is effective for fiscal years beginning after
November 15, 2008. The adoption of SFAS No. 161 will not impact the Companys consolidated financial statements.

2. Restatement
of Consolidated Financial Statements

The financial statements as of and for the three months ended March 31, 2008 have been restated to correct
the accounting treatment previously accorded the following transaction.

The Company determined that pursuant to Statement of Financial Accounting
Standards No. 5, Accounting for Contingencies, we should have accrued and reported as a liability in our 2008 financial statements a payment obligation which arose in connection with our entry into an employment agreement on
March 1, 2008 with our then chief executive officer, Clifford M. Gross, Ph.D. Pursuant to the terms of the employment agreement, Dr. Gross was entitled to receive a payment, at the end of the term of the agreement or if Dr. Gross
is terminated for any reason, equal to the number of years Dr. Gross had worked for us times $100,000 per year, grossed-up to cover any tax liability. At the time of our entry into the employment agreement, Dr. Gross
had been employed by us for 10.5 years. Given that the payment obligation was certain to be paid at some point in the future (i.e., when the employment agreement was not renewed at some future date) and the amount of the payment obligation was
determinable at the time of entry into the employment agreement, we should have accrued and reported such payment obligation as a liability in our financial statements for the quarter ended March 31, 2008 as well as in our subsequent interim
and annual financial statements for 2008.

As previously disclosed in our Form 10-K for the year ended December 31, 2008, Dr. Gross retired from
his position as our chief executive officer on March 1, 2009, following the conclusion of the term of the employment agreement, including a subsequent extension to the term thereof. Moreover, as disclosed in a Form 8-K filed with the SEC on
April 13, 2009, we entered into a separation agreement with Dr. Gross that modified the payment terms, but not the monetary obligation amount that Dr. Gross was entitled to receive pursuant to the employment agreement.

The following schedule illustrates the effects on the account classifications resulting from the above restatements:

As of March 31, 2008:



|                                                     |  |   |            |  
|---------------------------------------------------- |  | - | ---------- | -
|Net assets, as previously reported                   |  | $ | 41,084,100 |  
|Adjustment to accrue severance liability, net of tax |  |   | (1,275,514 | )
|                                                     |  |   |            |  
|Net assets, as restated                              |  | $ | 39,808,586 |  
|                                                     |  |   |            |  
|                                                     | 
|Net asset value per share, as previously reported    |  | $ | 4.47       |  
|Net asset value per share, as restated               |  | $ | 4.33       |  

For the three months ended March 31, 2008:



|                                                                             |  |   |            |  
|---------------------------------------------------------------------------- |  | - | ---------- | -
|Net decrease in net assets from operations, as previously reported           |  | $ | (5,055,277 | )
|Adjustment to accrue severance liability, net of tax                         |  |   | (1,275,514 | )
|                                                                             |  |   |            |  
|Net decrease in net assets from operations, as restated                      |  | $ | (6,330,791 | )
|                                                                             |  |   |            |  
|                                                                             | 
|Net decrease in net assets from operations per share, as previously reported |  | $ | (0.55      | )
|Net decrease in net assets from operations per share, as restated            |  | $ | (0.69      | )

3. Stock-Based Compensation

The Company had two stock-based equity compensation plans at March 31, 2008. See Note 8 of our consolidated financial statements included in the Companys Form 10-K for the year ended December 31, 2007.

Options under both plans are granted at the fair market value of the stock on the date of grant, except in the case of a more than 10% shareholder, for
which grants are exercisable at 110% of fair market value of the stock on the date of grant. Options generally become fully vested three to four years from the date of grant and expire five to seven years from the date of grant. During the three
months ended March 31, 2008 and 2007, respectively, we granted 27,000 and 134,000 options to purchase shares of common stock. At March 31, 2008, the Company had 441,203 shares available for future stock option grants under existing plans.



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The Company accounts for stock option grants in accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 123(R), Share-Based Payment. Under the modified prospective approach of SFAS 123(R), compensation cost recognized during the three months ended March 31, 2008 and 2007 includes compensation cost for
all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and compensation cost for all share based payments granted
subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R).

The Company recorded
approximately $172,000 and $104,000 for the three months ended March 31, 2008 and 2007, respectively, in compensation expense related to stock-based payments pursuant to SFAS 123(R). Stock-based compensation expense is included in salaries and
wages in the accompanying consolidated statements of operations.

The Company uses the Black-Scholes option pricing model to estimate the fair value of
stock-based awards on the date of grant. The assumptions employed in the calculation of the fair value of stock-based compensation expense for the three months ended March 31, 2008 and 2007 were determined as follows:



| |  |  | Expected dividend yield  based on the Companys historical dividend yield.
| | - |  | ---------------------------------------------------------------------------



| |  |  | Expected volatility  based on the Companys historical market price at consistent points in a period equal to the expected life of the options.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Risk-free interest rate  based on the U.S. Treasury yield curve in effect at the time of grant.
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | Expected life of options  2008: based on the Companys historical life of options exercised; 2007: calculated using the simplified method as prescribed
in Staff Accounting Bulletin No. 107, where the expected life is equal to the sum of the vesting period and the contractual term divided by two.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table summarizes the assumptions used to estimate the fair value of stock options granted during the three months ended March 31, 2008 and 2007.



|                         |  |      |            |      |   |           
|------------------------ |  | ---- | ---------- | ---- | - | ----------
|                         |  | 2008 |            | 2007
|Expected dividend yield  |  |      | 0%         |      |   | 0.248%    
|Expected volatility      |  |      | 37.81%     |      |   | 37.46%    
|Risk-free interest rate  |  |      | 1.180%     |      |   | 4.46%     
|Expected life of options |  |      | 4.00 years |      |   | 3.75 years
|Grant date fair value    |  | $    | 3.38       |      | $ | 4.54      

Net cash proceeds from the exercise of stock options were approximately $112,800 and $248,500 for the three months
ended March 31, 2008 and 2007, respectively. At March 31, 2008, there was approximately $1,695,000 of unrecognized compensation cost related to share-based payments, which is expected to be recognized over a weighted average period of 2.8
years.

The following table represents stock option activity as of and for the three months ended March 31, 2008:



|                                         |  |                 |   |  |                              |       |                                          |            |                         |   |        
|---------------------------------------- |  | --------------- | - |  | ---------------------------- | ----- | ---------------------------------------- | ---------- | ----------------------- | - | -------
|                                         |  | Numberof Shares |   |  | WeightedAverageExercisePrice |       | WeightedAverageRemainingContractual Life |            | AggregateIntrinsicValue
|Options Outstanding - January 1, 2008    |  | 652,025         |   |  | $                            | 14.08 |                                          | 3.25 years |                         | $ | 451,000
|                                         |  |                 |   | 
|Granted                                  |  | 27,000          |   |  |                              | 10.85 |                                          |            |                         |   |        
|Exercised                                |  | (20,000         | ) |  |                              | 5.64  |                                          |            |                         | $ | 87,000 
|Forfeited/expired/cancelled              |  | (19,000         | ) |  |                              | 18.48 |                                          |            |                         |   |        
|                                         |  |                 |   |  |                              |       |                                          |            |                         |   |        
|Options Outstanding  March 31, 2008     |  | 640,025         |   |  | $                            | 14.08 |                                          | 3.16 years |                         | $ | 138,000
|                                         |  |                 |   |  |                              |       |                                          |            |                         |   |        
|Outstanding Exercisable  March 31, 2008 |  | 279,739         |   |  | $                            | 13.78 |                                          | 2.06 years |                         | $ | 138,000
|                                         |  |                 |   |  |                              |       |                                          |            |                         |   |        

The total grant date fair value of options vested during the three months ended March 31, 2008 and 2007 was
$178,000 and $24,000, respectively.



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4. Investments

Pursuant to the requirements of the 1940 Act, our Board of Directors is responsible for determining, in good faith, the fair value of our securities and assets for which market quotations are not readily available. In making its
determination, the Board of Directors has utilized valuation appraisals provided by an independent valuation service provider for each equity stake in our portfolio. With respect to equity securities in privatelyowned companies, each
investment is valued using industry valuation benchmarks, and then the value is assigned a discount reflecting the illiquid nature of the investment, as well as our minority, non-control position. When an external event such as a purchase
transaction, public offering, or subsequent equity sale occurs, the pricing indicated by the external event is used to corroborate our private equity valuation. Equity securities in public companies that carry certain restrictions on resale are
generally valued at a discount from the market value of the securities as quoted on the national securities exchange or the OTC Bulletin Board.

The Board
of Directors bases its determination upon, among other things, applicable quantitative and qualitative factors. These factors may include, but are not limited to, type of securities, nature of business, marketability, market price of unrestricted
securities of the same issue (if any), comparative valuation of securities of publicly traded companies in the same or similar industries, current financial conditions and operating results, sales and earnings growth, operating revenues, competitive
conditions and current and prospective conditions in the overall stock market.

With respect to loans or debt securities we hold in our portfolio for which
there is no liquid public market, the fair value of such loans or debt securities normally corresponds to cost, unless the borrowers condition or other factors lead to a determination of fair value at a different amount.

Without a readily available market value, the value of our portfolio of securities may differ significantly from the values that would be placed on the portfolio if
there existed a ready market for such securities, and the differences could be material. Substantially all of the Companys investments owned at March 31, 2008 and December 31, 2007 are stated at fair value as determined by the Board
of Directors, in the absence of readily available fair values. The Company uses the first-in, first-out (FIFO) method of accounting for sales of its investments.

Shares of stock received by portfolio companies in exchange for both strategic alliance services and technology transfer transactions are recorded at fair value on the day that the transactions are executed. The fair value of such shares is
recorded as revenue in our statements of operations and as the cost of such shares in our statements of assets and liabilities. The certificates are received subsequent to the transaction date.

The Companys investments are measured at fair value on a recurring basis throughout the year. The following table provides certain quantitative disclosures about
the fair value measurements for these investments during the current period as required under SFAS No. 157.



|            |  |                      |            |                                                             |   |                                             |  |                                         |            |  |   |  
|----------- |  | -------------------- | ---------- | ----------------------------------------------------------- | - | ------------------------------------------- |  | --------------------------------------- | ---------- |  | - | -
|            |  |                      |            | Fair Value Measurements at Reporting Date Using            
|Description |  | Fair Value at3/31/08 |            | Quoted Prices inActive Markets forIdentical Assets(Level 1) |   | Significant OtherObservable Inputs(Level 2) |  | SignificantUnobservableInputs (Level 3)
|Investments |  | $                    | 23,973,161 |                                                             | $ | 10,855,242                                  |  | $                                       | 13,117,919 |  | $ | 

Technology acquisition alliances:

During the three months ended March 31, 2008, the Company entered into 14 technology acquisition alliance agreements. The income recognized from all technology acquisition alliance agreements for the three months
ended March 31, 2008 was approximately $260,200. At March 31, 2008, the Company had 65 active technology acquisition alliance clients.

During
the three months ended March 31, 2007, the Company entered into 22 technology acquisition alliance agreements. The income recognized from all technology acquisition alliance agreements for the three months ended March 31, 2007 was
approximately $400,000. At March 31, 2007, the Company had 42 active strategic alliance clients.



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Technology Transfers:

All of our technology transfers are generally completed as set forth in our technology acquisition alliance service agreements with our clients. During the three months ended March 31, 2008, the Company completed the following four
technology transfers:



|            |  |                                                   |  |                                          |  |                                            |                      |                    |   |      
|----------- |  | ------------------------------------------------- |  | ---------------------------------------- |  | ------------------------------------------ | -------------------- | ------------------ | - | -----
|Date        |  | Name of Company Acquiring theNewly Formed Company |  | Newly Formed Company                     |  | Consideration Unregistered Shares orCash* |                      | Price perShare (1)
|January 28  |  | RIM Semiconductor Company                         |  | Broadband Distance Systems, Inc.         |  |                                            | 60,000,000           |                    | $ | 0.015
|February 25 |  | Artilium Plc                                      |  |                                          |  | $                                          | 125,000 cash (2)     |                    |   |      
|March 24    |  | RIM Semiconductor Company                         |  | Multi-Carrier Communications, Inc.       |  |                                            | 150,000,000          |                    |   | 0.006
|March 31    |  | Platina Energy Group Inc.                         |  | Enhanced Oil Recovery Technologies, Inc. |  |                                            | 92,000 preferred (3) |                    |   | 8.640



|* | Unless otherwise noted, the Company received unregistered shares of common stock of the company acquiring the Companys newly formed company.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------

|(1) | Represents the valuation price per share at the date of acquisition.
|--- | --------------------------------------------------------------------

|(2) | Represents a technology transfer assistance fee we received for assisting Artilium Plc with an acquisition.
|--- | -----------------------------------------------------------------------------------------------------------

|(3) | Preferred F shares convertible into common shares based on a value of $1,324,800.
|--- | ---------------------------------------------------------------------------------

During the three months ended March 31, 2007, the Company completed the following eight technology transfers:



|            |  |                                                   |  |                                            |  |                                            |                                       |                    |   |          
|----------- |  | ------------------------------------------------- |  | ------------------------------------------ |  | ------------------------------------------ | ------------------------------------- | ------------------ | - | ---------
|Date        |  | Name of Company Acquiring theNewly Formed Company |  | Newly Formed Company                       |  | Consideration Unregistered Shares orCash* |                                       | Price perShare (1)
|January 4   |  | Manakoa Services Corporation                      |  | Infinite Identification Technologies, Inc. |  |                                            | 95,000 preferred (2)                  |                    | $ | 24.00    
|January 11  |  | Cyberlux Corporation                              |  | Hybrid Lighting Technologies, Inc.         |  |                                            | 50,000 preferred (3)26,500,000 common |                    |   | 11.530.02
|January 30  |  | CytoDyn, Inc.                                     |  | Advanced Genetic Technologies, Inc.        |  |                                            | 100,000 preferred (4)                 |                    |   | 8.45     
|January 31  |  | Material Technologies, Inc.                       |  | Stress Analysis Technologies, Inc.         |  |                                            | 47,500 preferred (5)                  |                    |   | 14.62    
|February 12 |  | Liberty Diversified Holdings, Inc.                |  | Sero Tonin Solutions, Inc.                 |  |                                            | 63,981 preferred (6)                  |                    |   | 6.00     
|March 12    |  | Metamorphix Global, Inc.                          |  | Flex Crete Technologies, Inc.              |  | $                                          | 200,000 cash                          |                    |   |         
|March 12    |  | Klegg Electronics, Inc.                           |  | Tempo Control Technologies, Inc.           |  |                                            | 10,901,250                            |                    |   | 0.04     
|March 28    |  | Avalon Oil & Gas, Inc.                            |  | Leak Location Technologies, Inc.           |  |                                            | 34,875,000                            |                    |   | 0.02     



|* | Unless otherwise noted, the Company received unregistered shares of common stock of the company acquiring the Companys newly formed company.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------

|(1) | Represents the valuation price per share at the date of acquisition.
|--- | --------------------------------------------------------------------

|(2) | Preferred A shares convertible into common shares based on a value of $3.8 million.
|--- | -----------------------------------------------------------------------------------

|(3) | Preferred C shares convertible into common shares based on a value of $768,500.
|--- | -------------------------------------------------------------------------------

|(4) | Preferred A shares convertible into common shares based on a value of $1.3 million.
|--- | -----------------------------------------------------------------------------------

|(5) | Preferred E shares convertible into common shares based on a value of $926,250.
|--- | -------------------------------------------------------------------------------

|(6) | Preferred D shares convertible into common shares based on a value of $638,000.
|--- | -------------------------------------------------------------------------------

5. Acquisition

On December 20, 2007, the Company entered into a Stock Purchase Agreement with Partnering
Intelligence Limited and Bridgehead International Limited to acquire Pharmalicensing Limited (Pharmalicensing). The transaction closed and became effective on January 3, 2008, at which time the Company issued 153,967 shares of
unregistered UTEK common stock, valued at $2,150,000, to Partnering Intelligence in consideration for all of the shares of Pharmalicensing owned by Partnering Intelligence. The value of the shares was based on the average ten-day closing price prior
to execution of the stock purchase agreement. The shares acquired represent 100% of the issued and outstanding shares of Pharmalicensing. The Company acquired the shares of Pharmalicensing through its subsidiary UTEK Europe, Ltd. Transfer of the
153,967 shares of UTEK common stock is restricted for twelve months following the completion of the transaction.

The Companys purchase price
allocation in accordance with SFAS 141, Business Combinations, includes the addition of certain intangible assets valued at $858,386 and goodwill valued at $1,526,643. The intangible assets will be amortized over a weighted-average
amortization period of 7.3 years. The estimated aggregate amortization expense for these intangible assets approximately $132,000 for each year from 2008 through 2012 and $197,000 in total thereafter.

Pharmalicensing Limited was organized under the laws of England and Wales and is based in York, England. Pharmalicensing is engaged in an innovation service for
partnering, licensing and business development within the biopharmaceutical and life science industry. The Company acquired Pharmalicensing in an effort to expand the innovation services available to its clients.



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Pharmalicensings results of operations are included in the Companys consolidated statements of operations from inception (January 3, 2008) though
the end of the period. With the exception of the information provided within this footnote, certain information and details regarding the acquisition have not been included for disclosure because Pharmalicensings assets and operations are
immaterial to the Companys consolidated financial statements.

6. Commitments and Contingencies

Employment Agreements:

On March 10, 2008, UTEK Corporation
entered into a one year employment agreement, effective January 1, 2008, with its Chief Executive Officer, Clifford M. Gross, Ph.D. Under the terms of the employment agreement, Dr. Gross will receive a base salary of $550,000 per year and
for each annual period thereafter. In addition to his base salary, Dr. Gross will be entitled to:



| |  |  | A reasonable automobile allowance to cover the cost of leasing, insuring and maintaining a vehicle for the duration of the employment agreement and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Participate in UTEKs executive officer health insurance program. UTEK will pay all of the premiums related to Dr. Gross participation in such
program.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

The employment agreement provides that if (i) Dr. Gross is terminated or requested or forced to resign during the
term of the employment agreement, (ii) the employment agreement is not renewed at the end of its term by either party or (iii) UTEK terminates Dr. Grosss employment for cause or in any way that is a breach of the employment
agreement, then Dr. Gross shall receive a severance payment equal to the number of years Dr. Gross has worked for us times $100,000 per year, grossed-up to cover any tax liability on such severance payment. In addition, all
stock options held by Dr. Gross accelerate and become immediately vested, and we will be obligated to file a registration statement with the SEC to register any of our unregistered securities held by Dr. Gross.

The employment agreement also provides that in the event of a change of control, Dr. Gross will be entitled to receive a one-time bonus equal to twice
his annual salary, grossed-up to cover any tax liability on such bonus. In addition, all stock options held by Dr. Gross accelerate and become immediately vested upon a change of control, and we will be obligated to file a
registration statement with the SEC to register any of our unregistered securities held by Dr. Gross. A change of control occurs, as defined in the employment agreement, when: (i) a person or group becomes the beneficial owner
of more than 30% of our outstanding securities; (ii) at any time that the board nominated slate of directors is not elected; (iii) we consummate a merger in which we are not the surviving entity; or (iv) substantially all of our
assets are sold or our stockholders approve our dissolution or liquidation.

The employment agreement obligates us to nominate Dr. Gross to serve as a
member of our Board of Directors during the term of the employment agreement.

In consideration of the benefits provided under the employment agreement,
Dr. Gross has agreed to protect UTEKs confidential or secret information and, during the period of employment and one year thereafter, to not compete with UTEK.

The Company entered into an employment agreement with our Chief Operating Officer and Chief Compliance Officer, Douglas Schaedler, effective March 20, 2007. The term of the agreement was for one year and provides
for an annual salary of $225,000, a bi-annual discretionary bonus, 100,000 stock options and a severance package equal to 90 days of his annual salary. This agreement automatically renewed at the same terms for a one-year period during the first
quarter of 2008.

Other:

From time to time, some of
the Companys portfolio companies may receive correspondence or other notices of alleged breach of a license agreement. Some of these correspondences and notices provide for a period of time in which to cure the alleged breach. The failure of
the Companys portfolio companies to cure the alleged breach may have a material adverse impact on the Companys results of operations and financial position.

7. Segment Reporting

The Companys principal area of activity is providing technology transfer services
and supporting innovation services. The Company has three reportable operating segments: United Kingdom, Israel and the United States. The United Kingdom segment includes our wholly owned subsidiary UTEK-Europe, Ltd., the Israel segment includes our
wholly owned subsidiary UTEKip, Ltd., and the United States segment includes UTEK Corporation.



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A summary of income from operations and other financial information by reportable operating segment is shown below:



|                                       |  |                                                      |           |   |        |   |          |               |  |   |            |   |  |   |            |  
|-------------------------------------- |  | ---------------------------------------------------- | --------- | - | ------ | - | -------- | ------------- |  | - | ---------- | - |  | - | ---------- | -
|                                       |  | UnitedKingdom                                        |           |   | Israel |   |          | United States |  |   | Total      |  
|Total assets March 31, 2008 (Restated) |  | $                                                    | 3,319,334 |   |        | $ | 22,753   |               |  | $ | 40,168,823 |   |  | $ | 43,510,910 |  
|Total assets December 31, 2007         |  |                                                      | 681,140   |   |        |   | 39,317   |               |  |   | 44,500,620 |   |  |   | 45,221,077 |  
|                                       | 
|                                       |  | For the Three Months Ended March 31, 2008 (Restated) |          
|                                       |  | UnitedKingdom                                        |           |   | Israel |   |          | United States |  |   | Total      |  
|Income from operations                 |  | $                                                    | 244,486   |   |        | $ | 12,303   |               |  | $ | 3,408,777  |   |  | $ | 3,665,566  |  
|Income (loss) before income taxes      |  | $                                                    | (35,248   | ) |        | $ | (116,485 | )             |  | $ | (2,005,830 | ) |  |   | (2,157,563 | )
|Depreciation and amortization          |  |                                                      | 36,185    |   |        |   | 668      |               |  |   | 48,687     |   |  |   | 85,540     |  
|                                       | 
|                                       |  | For the Three Months Ended March 31, 2007            |          
|                                       |  | UnitedKingdom                                        |           |   | Israel |   |          | United States |  |   | Total      |  
|Income from operations                 |  | $                                                    | 89,648    |   |        | $ | 40,169   |               |  | $ | 7,817,954  |   |  | $ | 7,947,771  |  
|Income (loss) before income taxes (1)  |  |                                                      | (52,671   | ) |        |   | (40,461  | )             |  |   | 3,949,518  |   |  |   | 3,856,386  |  
|Depreciation and amortization          |  |                                                      | 406       |   |        |   | 1,585    |               |  |   | 53,151     |   |  |   | 55,142     |  



|(1) | During the three months ended March 31, 2007, the United States segment recorded goodwill impairment for Pharma Transfer of $33,030, which is included in that segments
loss for the period.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8. Related Party Transactions

During the three months ended March 31, 2008 and 2007, we loaned funds for operations and real estate improvements of approximately $2,000 and $543,000, respectively, to certain subsidiaries of UTEK Real Estate
Holdings, Inc., one of UTEKs portfolio companies. A portion of the loan was repaid in the first quarter of 2008. In addition, we paid rent of approximately $69,000 and $56,000 to Ybor City Group, Inc., a subsidiary of UTEK Real Estate
Holdings, Inc., during the three months ended March 31, 2008 and 2007, respectively.

9. Subsequent Events

Effective April 17, 2008, the Company closed on its Stock Purchase Agreement with Strategos, Inc. (Strategos). Strategos was acquired for 1,248,960
shares of UTEK Corporation unregistered common stock valued at $15 million as of such date. The number of shares is based on the average ten-day closing price prior to execution of the stock purchase agreement. Under the terms of the agreement,
Strategos shareholders received one third, or 416,320, of the UTEK shares worth $5 million at closing. Transfer of the 416,320 UTEK unregistered shares is restricted for at least 12 months following the close of the transaction. The remaining UTEK
shares are held in escrow, to be released in two installments, 12 and 24 months after closing. Delivery of the escrowed shares to Strategos is dependent on the achievement of specific revenue targets for 2008 and 2009. If such targets are not met, a
portion of the escrowed shares will be returned to UTEK. The cost of these contingent shares will be accounted for separately from the purchase price when and if the shares are earned.

Strategos, Inc. was organized under the laws of California and is based in Chicago, Illinois. Strategos is engaged in providing long-term business and strategic consulting services focused on innovation to create
growth, build capability and new business models for its clients and related goods and services, including software and training.

The Company disclosed
herein all information regarding this acquisition that was practicable as of the date of this filing given the time constraints.



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|ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Special Note Regarding Forward-Looking Statements

The following discussion should be read in conjunction with
our consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q/A. This Form 10-Q/A contains forward-looking statements regarding the plans and objectives of management for future operations. These forward-looking
statements may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words may, will, should,
expect, anticipate, estimate, believe, intend or project or the negative of these words or other variations on these words or comparable terminology. These forward-looking
statements are based on assumptions that may be incorrect, and we cannot assure you that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by
the forward-looking statements as a result of various factors.

Overview

Executive Summary

Our financial condition is dependent on a number of factors including our ability to
effectuate technology transfers and the performance of the equity investments that we receive in connection with these transfers. Substantially all of our investments are in development stage and start-up companies and thinly traded public
companies. These businesses are thinly capitalized, unproven, small companies that lack management depth, are dependent on new, commercially unproven technologies and have no or a limited history of operations.

Our total assets were $43.5 million and our net assets were $39.8 million at March 31, 2008, compared to $45.2 million and $43.7 million at December 31, 2007,
respectively. Net asset value per share was $4.33 at March 31, 2008 and $4.85 at December 31, 2007. At March 31, 2008, we had no long-term debt outstanding and $4.0 million in cash and cash equivalents.

Income from operations for the three months ended March 31, 2008 totaled approximately $3.7 million, as compared to $7.9 million for the three months ended
March 31, 2007. Net income (loss) from operations for the three months ended March 31, 2008 totaled approximately ($1.7) million as compared to $2.2 million for the same period of 2007. Net realized losses on investments, net of deferred
tax effect, totaled approximately $126,100 for the three months ended March 31, 2008 as compared to net realized losses of $1.1 million for the same period of 2007. In this regard, we received gross proceeds of $1.5 million for the three months
ended March 31, 2008 and $654,000 for the same period of 2007 in connection with the sale of the securities we received in connection with our technology acquisition alliance agreements and technology transfers. Net change in unrealized
depreciation of investments, net of deferred tax benefit, was $4.6 million for the three months ended March 31, 2008 as compared to $1.5 million for the same period of 2007.

Recently, we have taken steps to improve the efficiency of our technology transfer business model and refocused it on innovation services. Some of the improvements we have made include:



| |  |  | Expanded our technology search and scientific review team for technology due diligence;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Hired an experienced head of business development formerly employed by IBM to oversee our sales efforts;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | Hired an experienced professional in technology licensing who was formerly president of Lucents technology licensing business;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Hired an experienced manager to run our on-line innovation technology sourcing service;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Engaged Professor Henry Chesbrough, the worlds thought leader on Open Innovation as a strategic advisor to the Company;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Improved our technology search capabilities through our expanded proprietary technology database and internally developed search engine;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Acquired Pharmalicensing.com, one of the worlds leading innovation exchanges in the life sciences;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | Acquired Strategos, Inc. a strategic innovation consulting firm; and
| | - |  | --------------------------------------------------------------------



| |  |  | Developed and launched TekScout, a crowd sourcing exchange focused on helping our clients source solutions to product development challenges from scientists
and engineers around the world.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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As a result of these efforts, we have experienced an increase in the number of active engagements and the average market
capitalization of our clients, as well as the number of on-line clients and consulting clients. Our business objective is to provide a comprehensive range of innovation services to enable our clients to grow their businesses while reducing their
R&D expenditures. Transactions with larger clients will normally require additional time to close. This resulted in a decrease in the number of executed technology transfers as well as a decrease in gross revenues during the first quarter of
2008 as compared to the first quarter of 2007.

UTEK is refining its corporate strategy for 2008 to expand our business. Changes in our strategy include
the following:



| |  |  | Seeking to be the first full-service provider of innovation services;
| | - |  | ---------------------------------------------------------------------



| |  |  | Increasing our pricing for technology acquisition alliances;
| | - |  | ------------------------------------------------------------



| |  |  | Diversify our technology transfer business to include cash transactions;
| | - |  | ------------------------------------------------------------------------



| |  |  | Identifying and, when appropriate, acquiring companies that complement our innovation services;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Launch of the TekScout Innovation Network; and
| | - |  | -----------------------------------------------

Technology Transfers and Technology Acquisition Alliances

In the first quarter of 2008, we increased the number and diversity of
active technology acquisition alliance clients, but due to the longer time required to closed technology transfers with our expanding client base of larger client companies, the number of completed technology transfers decreased:



| |  |  | As of March 31, 2008, we had 65 active technology acquisition alliance agreements as compared to 42 active technology acquisition alliances at March 31,
2007; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During the three months ended March 31, 2008, we completed four technology transfers valued at approximately $2.7 million as compared to eight technology
transfers valued at approximately $6.7 million in the same period of 2007.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Portfolio Activity

The following is a list of significant changes in our portfolio during the three months ended March 31, 2008:



| |  |  | The sale of some or all of our shares in Broadcast International, Inc., Material Technologies, Inc., Cyberlux Corporation, Avalon Oil and Gas, Inc. and various
other portfolio companies for approximately $1.5 million, which resulted in realized losses of $126,000 (net of income tax effect);
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The completion of 3 technology transfers for stock valued at approximately $2.6 million; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Net unrealized depreciation of $4.6 million (net of income tax effect) in the fair value of our investments.
| | - |  | ------------------------------------------------------------------------------------------------------------

Our most significant portfolio investments at March 31, 2008 were in UTEK Real Estate Holdings, Inc., Advanced Medical Isotope Corporation, World Energy Solutions,
Inc. and Cyberlux Corporation. These four investments total $8.8 million in fair value and represent 37% of our investments and 22% of net assets at March 31, 2008.

Our capital investments made in our newly formed companies during the three months ended March 31, 2008 totaled $1.2 million. Of the total capital invested in our newly formed companies during the three months
ended March 31, 2008, $184,000 was expended on license and consulting fees and $1.0 million was to assist our clients in commercializing their new technology. All of these items are reflected in the accompanying consolidated statement of
operations as acquisition of technology rights.

The net unrealized depreciation for the three months ended March 31, 2008 was primarily due to a
reduction in value of the following four investments in our portfolio: Material Technologies, Inc., Broadcast International, Inc., RIM Semiconductor Company and World Energy Solutions, Inc.; partially offset by the appreciation of Synthetic Blood
International, Inc. and Industrial Biotechnology Corporation.

While these unrealized losses were significant, failures among small cap companies are not
unexpected and may occur in the future. The current portfolio is comprised of approximately 60 holdings. Many of these positions are in small capitalization companies, which over time may have high failure rates due to a variety of factors. For
clients that fail, UTEK may lose the entire amount of its capital spent acquiring and transferring the technology to them.

The value of our investments
can fluctuate due to factors that are specific to each investment (e.g., inability to obtain additional capital, inability to execute business model, termination of technology licenses, etc.) or to general marketplace factors.



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Results of Operations

Income from Operations (Revenue)



|                                   |  |                            |       |                  |   |       |  |     |   
|---------------------------------- |  | -------------------------- | ----- | ---------------- | - | ----- |  | --- | --
|                                   |  | Three monthsendedMarch 31, |       | PercentageChange |  
|(in thousands, except percentages) |  | 2008                       |       | 2007             |   |       | 
|Sale of Technology Rights          |  | $                          | 2,712 |                  | $ | 6,701 |  | (60 | )%
|Consulting and Other Services      |  |                            | 869   |                  |   | 1,047 |  | (17 | )%
|Investment Income, net             |  |                            | 85    |                  |   | 200   |  | (58 | )%
|                                   |  |                            |       |                  |   |       |  |     |   
|Income from Operations             |  | $                          | 3,666 |                  | $ | 7,948 |  | (54 | )%
|                                   |  |                            |       |                  |   |       |  |     |   

Sale of Technology Rights

Sale of technology rights revenue decreased as a result of our having completed four technology transfers during the three months ended March 31, 2008 as compared to eight during the three months ended
March 31, 2007. Overall equity market conditions have generally forced micro-capitalization stock prices down, making it more difficult for some of our clients to issue stock with sufficient value in exchange for these technologies. To mitigate
risk, the Company is pursuing technology transfers on a more selective basis.

Consulting and Other Services

The decrease in consulting fees and other services resulted primarily from a change in the Companys pricing strategy on its technology acquisition alliance
agreements, which was implemented in the first quarter of 2007, and a decrease in the consulting income from the Companys subsidiaries. The change in the pricing structure of our technology acquisition alliances did not have its full effect on
our operating results until the first quarter of 2008, when it resulted in a reduction of the related revenue from $530,000 for the first quarter of 2007 to $260,000 for the first quarter of 2008. Other consulting income for the three months ended
March 31, 2008 included income of $528,000 from our UTEK Information Services division, as compared to $319,000 for the three months ended March 31, 2007. With the addition of the Pharmalicensing Ltd. revenue, this division was able to
increase its sales by 66% over the previous years revenue. UTEK Intellectual Capital Consulting, a division of the Company, comprised the balance of consulting fee and other services income for 2008 and 2007. We expect the consulting income to
increase significantly for the remainder of 2008 as a result of recent acquisitions.

Investment Income, net

Investment income decreased in 2008 compared to 2007 due to lower cash and cash equivalent balances and lower interest rates. Interest income is expected to continue to
decline as a result of these factors.

Our income from operations can vary substantially on a quarterly basis due to a variety of factors. Therefore,
quarterly income from operations should not be annualized to predict expected annual results and may not be indicative of future performance.

Expenses:

Acquisition of Technology Rights



|                                          |  |                            |       |                  |   |       |  |       
|----------------------------------------- |  | -------------------------- | ----- | ---------------- | - | ----- |  | ------
|                                          |  | Three monthsendedMarch 31, |       | PercentageChange
|(In thousands, except percentages)        |  | 2008                       |       | 2007             |   |      
|Acquisition of technology rights          |  | $                          | 1,184 |                  | $ | 1,303 |  | (9)%  
|As a percent of sale of technology rights |  |                            | 44%   |                  |   | 19 %  |  | 25 ppt



|* | The abbreviation ppt denotes percentage points.
|- | -------------------------------------------------

Acquisition
of technology rights costs consist of the direct costs associated with our technology transfers, which include cash to further accelerate commercialization efforts, license fees to acquire new technologies, consulting fees with the inventor of the
technologies, and sponsored research fees with the university or research facility transferring the technologies. The acquisition of



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technology rights costs as a percentage of sale of technology rights revenue increased by 25 percentage points for the first quarter of 2008 versus the first
quarter of 2007. Overall equity market conditions have had a significant impact on our revenue to cost ratio. Stock prices for our micro-capitalization clients have decreased, making it more difficult for some of our clients to issue stock with
sufficient value in exchange for technologies. Consequently, the costs we have incurred on technology transfers have been a higher percentage of the related revenue earned.

Acquisition of technology rights costs are directly related to sale of technology rights revenue. In an effort to curb costs associated with technology transfers, as a result of market conditions and cash constraints,
our plan is to focus for the remainder of 2008 on technology transfers for cash remuneration and equity transfers which do not require significant amounts of upfront cash costs.

The following tables provide certain information relating to the acquisition of technology rights expenses we incurred in connection with our technology transfers during the three months ended March 31, 2008:



|           |  |                                                   |  |                                             |  |                         |          
|---------- |  | ------------------------------------------------- |  | ------------------------------------------- |  | ----------------------- | ---------
|Date       |  | Name of Company Acquiring theNewly Formed Company |  | Newly Formed Company                        |  | DollarAmount ofExpenses
|January 28 |  | RIM Semiconductor Company                         |  | Broadband Distance Systems, Inc.            |  | $                       | 440,000  
|March 24   |  | RIM Semiconductor Company                         |  | Multi-Carrier Communications, Inc.          |  |                         | 383,500  
|March 31   |  | Platina Energy Group Inc.                         |  | Enhanced Oil Recovery Technologies, Inc.    |  |                         | 360,500  
|           |  |                                                   |  |                                             |  |                         |          
|           |  |                                                   |  | Total for three months ended March 31, 2008 |  | $                       | 1,184,000
|           |  |                                                   |  |                                             |  |                         |          

The following tables provide certain information relating to the acquisition of technology rights expenses we
incurred in connection with our technology transfers during the three months ended March 31, 2007:



|            |  |                                                   |  |                                             |  |                         |          
|----------- |  | ------------------------------------------------- |  | ------------------------------------------- |  | ----------------------- | ---------
|Date        |  | Name of Company Acquiring theNewly Formed Company |  | Newly Formed Company                        |  | DollarAmount ofExpenses
|January 4   |  | Manakoa Services Corporation                      |  | Infinite Identification Technologies, Inc.  |  | $                       | 400,000  
|January 11  |  | Cyberlux Corporation                              |  | Hybrid Lighting Technologies, Inc.          |  |                         | 192,455  
|January 30  |  | CytoDyn, Inc.                                     |  | Advanced Genetic Technologies, Inc.         |  |                         | 167,500  
|January 31  |  | Material Technologies, Inc.                       |  | Stress Analysis Technologies, Inc.          |  |                         | 130,000  
|February 12 |  | Liberty Diversified Holdings, Inc.                |  | Sero Tonin Solutions, Inc.                  |  |                         | 70,052   
|March 12    |  | Metamorphix Global, Inc.                          |  | Flex Crete Technologies, Inc.               |  |                         | 52,884   
|March 12    |  | Klegg Electronics, Inc.                           |  | Tempo Control Technologies, Inc.            |  |                         | 135,388  
|March 28    |  | Avalon Oil & Gas, Inc.                            |  | Leak Location Technologies, Inc.            |  |                         | 155,000  
|            |  |                                                   |  |                                             |  |                         |          
|            |  |                                                   |  | Total for three months ended March 31, 2007 |  | $                       | 1,303,279
|            |  |                                                   |  |                                             |  |                         |          

Salaries and Wages



|                                   |  |                            |       |   |                  |   |     |   |  |        |  
|---------------------------------- |  | -------------------------- | ----- | - | ---------------- | - | --- | - |  | ------ | -
|                                   |  | Three monthsendedMarch 31, |       |   | PercentageChange |  
|(In thousands, except percentages) |  | 2008                       |       |   | 2007             |   |     |   | 
|                                   |  | Restated                   |       |   |                  |   |     |   | 
|Salaries and wages                 |  | $                          | 2,858 |   |                  | $ | 969 |   |  | 195    | %
|As a percent of revenue            |  |                            | 78    | % |                  |   | 12  | % |  | 66 ppt |  

Salaries and wages include non-sales employee and officer salaries and related benefits including bonuses and
stock-based compensation.

Salaries and wages increased $1.9 million during the three months ended March 31, 2008 primarily due to the accrual of
our CEOs severance liability of $1.65 million, and to a lesser extent, the addition of Pharmalicensing employees to the payroll as a result of the completion of the acquisition, increased management salaries, and an increase in stock-based
compensation expense resulting from additional option grants.

We expect salaries and wages to increase significantly during the remainder of 2008 as
a result of acquisitions, an increase in officer salaries, and the creation of three new management positions to strengthen the senior management team and enhance the potential for Company development.



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Professional Fees



|                                   |  |                            |     |   |                  |   |     |   |  |       |  
|---------------------------------- |  | -------------------------- | --- | - | ---------------- | - | --- | - |  | ----- | -
|                                   |  | Three monthsendedMarch 31, |     |   | PercentageChange |  
|(In thousands, except percentages) |  | 2008                       |     |   | 2007             |   |     |   | 
|Professional fees                  |  | $                          | 308 |   |                  | $ | 322 |   |  | (4)   | %
|As a percent of revenue            |  |                            | 8   | % |                  |   | 4   | % |  | 4 ppt |  

Professional fees include accounting fees, legal fees and valuation expenses for our investments. The decrease in
professional fees for the three months ended March 31, 2008 relates to a decrease in accounting fees related to the year-end audit, partially offset by modest increases in valuation expenses and legal fees.

Sales and Marketing



|                                   |  |                            |     |   |                  |   |     |   |  |        |  
|---------------------------------- |  | -------------------------- | --- | - | ---------------- | - | --- | - |  | ------ | -
|                                   |  | Three monthsendedMarch 31, |     |   | PercentageChange |  
|(In thousands, except percentages) |  | 2008                       |     |   | 2007             |   |     |   | 
|Sales and marketing                |  | $                          | 648 |   |                  | $ | 632 |   |  | 3      | %
|As a percent of revenue            |  |                            | 18  | % |                  |   | 8   | % |  | 10 ppt |  

Sales and marketing expenses include advertising, marketing, salaries and commissions paid to sales personnel,
commissions paid to outside service providers, travel and other selling expenses. Sales and marketing increased modestly as a result of the addition of two department heads in our business development and technology licensing sales divisions. This
increase was offset by a decrease in commissions earned due to the decrease in revenue for the quarter.

It is our intention to continue to grow our sales
force by increasing the number of sales personnel in 2008.

General and Administrative



|                                   |  |                            |     |   |                  |   |     |   |  |        |  
|---------------------------------- |  | -------------------------- | --- | - | ---------------- | - | --- | - |  | ------ | -
|                                   |  | Three monthsendedMarch 31, |     |   | PercentageChange |  
|(In thousands, except percentages) |  | 2008                       |     |   | 2007             |   |     |   | 
|General and administrative         |  | $                          | 825 |   |                  | $ | 832 |   |  | (1)    | %
|As a percent of revenue            |  |                            | 23  | % |                  |   | 10  | % |  | 13 ppt |  

No significant changes occurred in general and administrative expenses for the quarter.

We expect to have an increase in general and administrative expenses for the year ended December 31, 2008 as a result of planned growth for the Company, including
acquisitions.

Goodwill Impairment

Management
conducts an annual impairment analysis at the end of each year. In connection with the 2006 impairment analysis, we determined there was an impairment of the goodwill related to the Pharma Transfer, Ltd. acquisition due to a decrease in the annual
revenue. We subsequently recorded a partial impairment of the goodwill in the first quarter of 2007. These write-downs resulted in an impairment charge of approximately $33,030 for the United States segment during 2007. There were no impairment
charges during the first quarter of 2008.



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Net Realized Gains (Losses) on Investments



|                                   |  |                            |      |   |                  |   |        |   |  |     |   
|---------------------------------- |  | -------------------------- | ---- | - | ---------------- | - | ------ | - |  | --- | --
|                                   |  | Three monthsendedMarch 31, |      |   | PercentageChange |  
|(In thousands, except percentages) |  | 2008                       |      |   | 2007             |   |        |   | 
|Realized gains (losses)            |  | $                          | (126 | ) |                  | $ | (1,098 | ) |  | (89 | )%

Net realized losses on investments, net of income tax effect, amounted to $126,102 for the three months ended
March 31, 2008 and were related to sales as follows:



|                                     |  |                |  |                     |          |  
|------------------------------------ |  | -------------- |  | ------------------- | -------- | -
|Company Name                         |  | NumberofShares |  | RealizedGain (Loss) |         
|American Soil Technologies, Inc.     |  | 60,000         |  | $                   | (5,697   | )
|Material Technologies, Inc.          |  | 369,000        |  |                     | 72,635   |  
|Broadcast International, Inc.        |  | 441,862        |  |                     | 427,788  |  
|Industrial Biotechnology Corporation |  | 500            |  |                     | (362,377 | )
|Cyberlux Corporation                 |  | 1,331,000      |  |                     | 2,640    |  
|SolarBrook Water and Power Corp.     |  | 808,529        |  |                     | (75,956  | )
|TenthGate, Inc.                      |  | 10,000         |  |                     | 15       |  
|5G Wireless Communications, Inc.     |  | 122,449        |  |                     | (49,160  | )
|Modern Technology Corporation        |  | 37,500         |  |                     | (51,193  | )
|EcoSystem Corporation                |  | 49,944         |  |                     | 1,626    |  
|Avalon Oil and Gas, Inc.             |  | 89,700         |  |                     | (86,423  | )
|                                     |  |                |  |                     |          |  
|Total                                |  |                |  | $                   | (126,102 | )
|                                     |  |                |  |                     |          |  

Net realized losses on investments, net of income tax effect, amounted to $1,097,632 for the three months ended
March 31, 2007 and were related to sales as follows:



|                                       |  |                |  |                     |            |  
|-------------------------------------- |  | -------------- |  | ------------------- | ---------- | -
|Company Name                           |  | NumberofShares |  | RealizedGain (Loss) |           
|Advanced Refractive Technologies, Inc. |  | 1,533,333      |  | $                   | (46,064    | )
|American Soil Technologies, Inc.       |  | 3,271          |  |                     | 5          |  
|Shumate Industries, Inc.               |  | 155,347        |  |                     | 116,897    |  
|Health Sciences Group, Inc.            |  | 2,242,000      |  |                     | (619,815   | )
|Swiss Medica, Inc.                     |  | 850,000        |  |                     | (93,577    | )
|Xethanol Corporation                   |  | 136,838        |  |                     | (378,935   | )
|Broadcast International, Inc.          |  | 10,000         |  |                     | (4,067     | )
|Manakoa Services Corporation           |  | 578,958        |  |                     | (72,076    | )
|                                       |  |                |  |                     |            |  
|Total                                  |  |                |  | $                   | (1,097,632 | )
|                                       |  |                |  |                     |            |  

Net realized gains and losses can vary substantially due to a variety of factors and may not be indicative of
future performance. As a result of the uncertainty surrounding the future values of our investments, we are unable to make any projections or estimates regarding realized gains or losses expected in 2008.

Net Changes in Unrealized Appreciation or Depreciation on Investments

We determine the value of each investment in our portfolio on a quarterly basis and changes in value result in unrealized appreciation or depreciation being recognized. Value, as defined in Section 2(a)(41) of the 1940 Act, is
(i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is as determined in good faith by the Board of Directors. Although many of the securities
we hold in our portfolio are quoted on the OTC Bulletin Board or listed on the American Stock Exchange, our Board of Directors is required to determine the fair value of such securities if the validity of the market quotations appears to be
questionable, or if the number of quotations is such as to indicate that there is a thin market in the security. The fair value of these securities is frequently less than the market quotations for such securities. Because there is typically no
readily available market value for the investments in our portfolio, we value substantially all of our investments at fair value as determined in good faith by the Board of Directors. In making its determination, our Board of Directors may consider
valuation appraisals provided by independent valuation service providers.



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Because of the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our
investments determined in good faith by the Board of Directors may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material.



|                                        |  |                            |        |   |                  |   |        |   |  |     |  
|--------------------------------------- |  | -------------------------- | ------ | - | ---------------- | - | ------ | - |  | --- | -
|                                        |  | Three monthsendedMarch 31, |        |   | PercentageChange |  
|(In thousands, except percentages)      |  | 2008                       |        |   | 2007             |   |        |   | 
|Unrealized appreciation/ (depreciation) |  | $                          | (4,551 | ) |                  | $ | (1,542 | ) |  | 195 | %

Overall equity market conditions and a decrease in the economy have resulted in significant decreases in market
prices for some of our portfolio companies. This has resulted in significant unrealized depreciation on many of our investments during the current period.

Net change in unrealized depreciation on investments, net of income tax effect, amounted to $4,550,776 for the three months ended March 31, 2008 and was related to our investments as follows:



|                                     |  |                                          |            |  
|------------------------------------ |  | ---------------------------------------- | ---------- | -
|Company Name                         |  | Net UnrealizedAppreciation(Depreciation) |           
|Avalon Oil & Gas, Inc.               |  | $                                        | (288,332   | )
|Broadcast International, Inc.        |  |                                          | (659,155   | )
|Emission & Power Solutions, Inc.     |  |                                          | (248,357   | )
|Industrial Biotechnology Corporation |  |                                          | 363,474    |  
|MachineTalker, Inc.                  |  |                                          | 347,276    |  
|Manakoa Services Corporation         |  |                                          | (254,033   | )
|Material Technologies, Inc.          |  |                                          | (2,530,371 | )
|Pathway One Plc                      |  |                                          | (319,647   | )
|RIM Semiconductor Company            |  |                                          | (436,902   | )
|Synthetic Blood International, Inc.  |  |                                          | 521,600    |  
|World Energy Solutions               |  |                                          | (361,933   | )
|All other investments                |  |                                          | (684,396   | )
|                                     |  |                                          |            |  
|                                     |  | $                                        | (4,550,776 | )
|                                     |  |                                          |            |  

Net change in unrealized depreciation on investments, net of income tax effect, amounted to $1,542,328 for the
three months ended March 31, 2007 and was related to our investments as follows:



|                                     |  |                                          |            |  
|------------------------------------ |  | ---------------------------------------- | ---------- | -
|Company Name                         |  | Net UnrealizedAppreciation(Depreciation) |           
|Health Sciences Group, Inc.          |  | $                                        | 591,717    |  
|Xethanol Corporation                 |  |                                          | 374,010    |  
|Material Technologies, Inc.          |  |                                          | 427,085    |  
|Klegg Electronics, Inc.              |  |                                          | (925,852   | )
|Industrial Biotechnology Corporation |  |                                          | (800,269   | )
|Broadcast International, Inc.        |  |                                          | 197,027    |  
|Fuel FX International                |  |                                          | (642,473   | )
|WebSky, Inc.                         |  |                                          | (126,237   | )
|UBA Technology, Inc.                 |  |                                          | (446,070   | )
|Cyberlux Corporation                 |  |                                          | (232,329   | )
|Manakoa Services Corporation         |  |                                          | (145,885   | )
|Liberty Diversified Holdings, Inc.   |  |                                          | (143,202   | )
|Advanced Medical Isotope Corporation |  |                                          | 248,918    |  
|All other investments                |  |                                          | 81,232     |  
|                                     |  |                                          |            |  
|                                     |  | $                                        | (1,542,328 | )
|                                     |  |                                          |            |  



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Liquidity and Capital Resources

At March 31, 2008, we had cash and cash equivalents of $4.0 million. We also had investments in U.S. Treasuries and certificates of deposit (CDs) of $1.5 million. We typically invest our excess cash in U.S.
Treasuries and CDs, which normally have three-month to one-year maturities. These investments do not qualify as cash equivalents.

We have financed
substantially all of our operations since inception through the issuance of equity securities and, to a lesser extent, sales of investments, cash received in connection with the provision of technology acquisition alliance and other consulting
services and the use of funds from our investments in U.S. Treasuries and certificates of deposit. Our primary source of liquidity and capital for the three months ended March 31, 2008 was $824,000 in connection with the provision of technology
acquisition alliance and other consulting services, $1.5 million in proceeds generated from the sale of shares of our portfolio companies and $113,000 in proceeds from the exercise of stock options.

Our income from operations consists primarily of the sale of technology rights and consulting income from technology acquisition alliances in exchange for equity
securities rather than cash. In the three months ended March 31, 2008, 72% of our income from operations was paid in the form of equity securities. Of the $3.7 million in income from operations in the first quarter of 2008, $1.0 million was
received in the form of cash. During the three months ended March 31, 2008, we used approximately $1.0 million to fund our technology transfer transactions and approximately $2.9 million for operating expenses. Looking forward to the rest of
2008, we expect our cash outflow for technology transfer transactions will be scaled to available cash and that our operating expenses should be comparable overall to those incurred in 2007 and the first quarter of 2008.

Subsequent to March 31, 2008, the Company received repayment of its entire loan receivable held with certain subsidiaries of UTEK Real Estate Holdings, Inc. This
loan receivable is included in the Companys investment portfolio at March 31, 2008. This repayment results in additional cash inflows of $2 million during the second quarter of 2008.

In May 2008, we obtained a $1,000,000 line of credit with the Bank of Tampa. The advances on the line of credit accrue interest (payable monthly) at prime (5.25% as of
March 31, 2008). The principal and any unpaid interest are due upon demand. This line is collateralized with commercial real estate owned by UTEK Real Estate Holdings, Inc.

We currently intend to fund our capital expenditures, as well as liquidity needs, with existing cash and cash equivalent balances, our investments in U.S. treasuries and certificates of deposit and borrowings,
repayment of loans receivable, as well as with cash generated by operations and the sales of our investments. We believe that these sources will be sufficient to meet working capital needs, capital requirements, and current commitments for at least
the next twelve months. However, our capital requirements will depend on many factors, the most important factor is our sales of technology rights. In addition, the sale of our investments is dependent on market price, which is unpredictable. We may
need to scale the number of sales of technology rights to available cash resources in the near term. In addition, we may seek to raise additional funds through public or private debt or equity financing for long-term liquidity. Additional funds may
not be available on favorable terms to us, if at all.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts
reported in the financial statements. Critical accounting estimates are those that are both important to the presentation of our financial condition and results of operations and require managements most difficult, complex, or subjective
judgments. We consider the following accounting policies and related estimates to be critical:

Valuation Methodology

Currently, we primarily receive cash in connection with our technology acquisition alliance agreements and illiquid securities in connection with our technology
transfers. Historically, we primarily received illiquid securities in connection with both our technology acquisition alliance agreements and technology transfers. The securities received are generally subject to restrictions on resale and generally
are thinly traded or have no established market.

We determine fair value to be the amount for which an investment could be exchanged in an orderly
disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. Our valuation process is intended to provide a consistent basis for determining the fair value of our portfolio investments. We record
unrealized depreciation on investments when we believe that an investment has become impaired, including where realization of an equity security is doubtful. We record unrealized appreciation if we believe that the underlying portfolio company has
appreciated in value and, therefore, our equity security has also appreciated in value. Upon the sale of our investments, the values that are ultimately realized may be different from the presently determined fair values of such securities. This
difference could be material.



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Our equity interests in portfolio companies for which there is no liquid public market are valued using industry
valuation benchmarks, and then the value is assigned a discount reflecting the illiquid nature of the investment as well as our minority, non-control position. When an external event such as a purchase transaction, public offering, or subsequent
equity sale occurs, the pricing indicated by the external event is used to corroborate our valuation. The determined values are generally discounted to account for restrictions on resale and minority ownership positions. The value of our equity
interests in public companies for which market quotations are readily available is based on the public market price on the balance sheet date. Securities that carry certain restrictions on resale are typically valued at a discount from the public
market value of the security.

With respect to loans or debt securities we hold in our portfolio for which there is no liquid public market, the fair value
of such loans or debt securities normally corresponds to cost, unless the borrowers condition or other factors lead to a determination of fair value at a different amount.

The fair value of our investments at March 31, 2008 and March 31, 2007 was determined by our Board of Directors. At March 31, 2008 and March 31, 2007, we received valuation assistance from our
independent valuation firm, Klaris, Thomson & Schroeder, Inc., on our entire portfolio of investments for which market quotations were not available.

Net Realized Gains/Losses and Net Change in Unrealized Appreciation/Depreciation

Realized gains or losses are measured by the difference
between the net proceeds from the repayment or sale and the original cost basis of the investment without regard to unrealized appreciation or depreciation previously recognized. The original cost basis of the securities we receive in connection
with our technology acquisition alliance agreements and technology transfers is equal to the amount of revenue we recognized upon the receipt of such securities.

Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses
are realized.

Stock-Based Compensation

We account for
stock option grants in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based Payment. Under the modified prospective approach of SFAS 123(R), compensation cost recognized
during the three months ended March 31, 2008 and 2007 includes compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the
original provisions of SFAS 123, and compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R).

We use the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant, using assumptions for volatility, expected term,
risk-free interest rate and dividend yield. We have used one grouping for the assumptions as our option grants are primarily basic with similar characteristics. The expected term of options granted is based upon our historical term of options
exercised. Historical data was used to estimate option exercises and employee terminations. Estimated volatility is based upon our historical market price at consistent points in a period equal to the expected life of the options. The risk-free
interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and the dividend yield is based on the historical dividend yield.

Recently Issued Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities. SFAS No. 161 requires additional disclosures related to the use of derivative instruments, the accounting for derivatives and the financial statement impact of
derivatives. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. The adoption of SFAS No. 161 will not have an impact on the Companys consolidated financial statements.



|ITEM 3. | Quantitative and Qualitative Disclosures about Market Risks
|------- | -----------------------------------------------------------

There
has been no material change in the quantitative and qualitative disclosures about market risk since December 31, 2007.



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|ITEM 4. | Controls and Procedures
|------- | -----------------------

Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q/A, our principal executive officer and principal financial officer conducted
an evaluation of the effectiveness of the design and operations of the Companys disclosure controls and procedures, (as is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934). Based on their evaluation, our principal
executive officer and principal financial officer concluded that our disclosure controls and procedures were effective such that the information required to be included in our reports filed or submitted under the Securities Exchange Act of 1934 is
accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

There have been no changes
in our internal control over financial reporting (as defined in Rule13a-15(f) of the Securities Exchange Act of 1934) that occurred during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



|ITEM 1. | Legal Proceedings
|------- | -----------------

Although we may from time to time be involved in
litigation and claims arising out of our operations in the normal course of our business, as of March 31, 2008, we were not a party to any material pending legal proceedings.



|ITEM 1A. | Risk Factors
|-------- | ------------

There have been no material changes to the risk
factors previously disclosed in the Companys annual report on Form 10-K for the year ended December 31, 2007.



|ITEM 2. | Unregistered Shares of Equity Securities and Use of Proceeds
|------- | ------------------------------------------------------------

Not
Applicable



|ITEM 3. | Defaults Upon Senior Securities
|------- | -------------------------------

Not Applicable



|ITEM 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

Not Applicable



|ITEM 5. | Other Information
|------- | -----------------

Not Applicable



|ITEM 6. | Exhibits
|------- | --------

The following exhibits are filed with this report on
Form 10-Q/A:



|     |  |   |  |                                                                                                                                    
|---- |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------
|31.1 |  |  |  | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.                
|     |  |  
|31.2 |  |  |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.                    
|     |  |  
|32.1 |  |  |  | Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|     |  |  
|32.2 |  |  |  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.    



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                    |  |  |  |                        
|------------------- |  |  |  | -----------------------
|                    |  |  |  | UTEK CORPORATION       
|                    |  |  |  | (Registrant)           
|                    |  | 
|Date: May 7th, 2009 |  |  |  | /s/ Douglas Schaedler  
|                    |  |  |  | Douglas Schaedler      
|                    |  |  |  | President              
|                    |  | 
|Date: May 7th, 2009 |  |  |  | /s/ Carole R. Wright   
|                    |  |  |  | Carole R. Wright, CPA  
|                    |  |  |  | Chief Financial Officer



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