SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

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



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FOR THE QUARTERLY PERIOD
ENDED JUNE 30, 2001
COMMISSION FILE NUMBER: 001-15941

UTEK CORPORATION
(Exact Name of Registrant as Specified in its Charter)

DELAWARE
(State or Jurisdiction of
Incorporation or Organization)
59-3603677
(IRS Employer
Identification No.)

202 S. Wheeler Street
Plant City, FL 33566
(Address of Principal Executive Offices)

REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: (813) 754-4330

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value



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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods as 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 [  ]

On August 2, 2001 there were 3,856,212 shares outstanding of the
Registrants common stock, $0.01 par value.



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Page 1 of 25



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UTEK CORPORATION

FORM 10-Q INDEX

PART I. FINANCIAL INFORMATION

|                                                                                                             |  |      
|------------------------------------------------------------------------------------------------------------ |  | -----
|Item 1. Financial Statements                                                                                 |  |      
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Consolidated Balance Sheets as of June 30, 2001 (unaudited) and December 31, 2000                            |  | 3    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Consolidated Statements of Income  For the Three and Six Months Ended June 30, 2001, and 2000 (unaudited)   |  | 4    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Consolidated Statements of Cash Flows  For the Six Months Ended June 30, 2001 and 2000 (unaudited)          |  | 5    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Consolidated Statements of Changes in Net Assets For the Six Months Ended June 30, 2001 and 2000 (unaudited) |  | 6    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Financial Highlights For the Six Months Ended June 30, 2001 and 2000 (unaudited)                             |  | 7    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Schedule of Investments as of June 30, 2001 (unaudited) and December 31, 2000                                |  | 8    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations                |  | 13   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                                           |  | 23   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|PART II. OTHER INFORMATION                                                                                   |  |      
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Item 1. Legal Proceedings                                                                                    |  | 23   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Item 2. Changes in Securities and Use of Proceeds                                                            |  | 23   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Item 3. Defaults Upon Senior Securities                                                                      |  | 23   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Item 4. Submission of Matters to a Vote of Security Holders                                                  |  | 23   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Item 5. Other Information                                                                                    |  | 23   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Item 6. Exhibits and Reports on Form 8-K                                                                     |  | 23-24
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Signatures                                                                                                   |  | 25   

Page 2 of 25



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PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


UTEK Corporation

Consolidated Balance Sheets


|                              |                                                                                                                                                                                                     |                                                                          |            |             |            |             |           |           |            | 
|----------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | ---------- | ----------- | ---------- | ----------- | --------- | --------- | ---------- | 
|                              |                                                                                                                                                                                                     |                                                                          |            | June 30     |            | December 31
|                              |                                                                                                                                                                                                     |                                                                          |            | 2001        |            | 2000       
|                              |                                                                                                                                                                                                     |                                                                          |            |             |            |            
|                              |                                                                                                                                                                                                     |                                                                          |            | (Unaudited) |           
|ASSETS                        |                                                                                                                                                                                                     |                                                                          |            |             |            |             |           |          
|                             
|                             
|                             
|                             
|                              | Investments in non-controlled affiliates
(cost $8,775,519 and $5,695,788 at June 30,
2001 and December 31, 2000, respectively)                                                                      |                                                                          | $          | 9,542,693   |            |             | $         | 5,949,582 |           
|                             
|                             
|                             
|                             
|                              | Cash and cash equivalents                                                                                                                                                                           |                                                                          |            | 2,859,931   |            |             |           | 3,952,280 |           
|                             
|                             
|                             
|                             
|                              | Prepaid expenses and other assets                                                                                                                                                                   |                                                                          |            | 95,457      |            |             |           | 110,331   |           
|                             
|                             
|                             
|                             
|                              | Fixed assets, net                                                                                                                                                                                   |                                                                          |            | 79,809      |            |             |           | 76,473    |           
|                              |                                                                                                                                                                                                     |                                                                          |            |             |            |             |           |          
|                              |                                                                                                                                                                                                     | TOTAL ASSETS                                                             |            |             | 12,577,890 |             |           |           | 10,088,666 | 
|                              |                                                                                                                                                                                                     |                                                                          |            |             |            |             |           |          
|LIABILITIES                   |                                                                                                                                                                                                     |                                                                          |            |             |            |             |           |          
|                             
|                             
|                             
|                             
|                              | Notes payable to bank                                                                                                                                                                               |                                                                          |            |            |            |             |           | 39,975    |           
|                             
|                             
|                             
|                             
|                              | Accrued expenses                                                                                                                                                                                    |                                                                          |            | 63,494      |            |             |           | 101,901   |           
|                             
|                             
|                             
|                             
|                              | Deferred income taxes                                                                                                                                                                               |                                                                          |            | 2,319,591   |            |             |           | 1,491,788 |           
|                              |                                                                                                                                                                                                     |                                                                          |            |             |            |             |           |          
|                              |                                                                                                                                                                                                     | TOTAL LIABILITIES                                                        |            |             | 2,383,085  |             |           |           | 1,633,664  | 
|                              |                                                                                                                                                                                                     |                                                                          |            |             |            |             |           |          
|                              |                                                                                                                                                                                                     | NET ASSETS                                                               |            | $           | 10,194,805 |             |           | $         | 8,455,002  | 
|                              |                                                                                                                                                                                                     |                                                                          |            |             |            |             |           |          
|Commitments and Contingencies
|Composition of net assets:    |                                                                                                                                                                                                     |                                                                          |            |             |            |             |           |          
|                             
|                             
|                             
|                             
|                              | Common stock, $.01 par value, 19,000,000
shares authorized; 3,856,212 shares issued
and outstanding at June 30, 2001 and
3,782,226 shares issued and outstanding
at December 31, 2000, respectively |                                                                          | $          | 38,562      |            |             | $         | 37,822    |           
|                             
|                             
|                             
|                             
|                              | Preferred stock, $.01 par value, 1,000,000 shares
authorized; none issued and outstanding                                                                                                           |                                                                          |            |            |            |             |           |          |           
|                             
|                             
|                             
|                             
|                              | Additional paid in capital                                                                                                                                                                          |                                                                          |            | 6,548,736   |            |             |           | 6,173,859 |           
|                             
|                             
|                             
|                             
|                              | Accumulated income:                                                                                                                                                                                 |                                                                          |            |             |            |             |           |           |           
|                             
|                             
|                             
|                             
|                              |                                                                                                                                                                                                     | Accumulated net operating income                                         |            |             | 3,106,626  |             |           |           | 2,061,314  | 
|                             
|                             
|                             
|                             
|                              |                                                                                                                                                                                                     | Net realized gain on investments,
net of income taxes                    |            |             | 22,394     |             |           |           | 23,715     | 
|                             
|                             
|                             
|                             
|                              |                                                                                                                                                                                                     | Net unrealized appreciation of investments,
net of deferred income taxes |            |             | 478,487    |             |           |           | 158,292    | 
|                              |                                                                                                                                                                                                     |                                                                          |            |             |            |             |           |          
|Net assets                    |                                                                                                                                                                                                     | $                                                                        | 10,194,805 |             |            | $           | 8,455,002 |          
|                              |                                                                                                                                                                                                     |                                                                          |            |             |            |             |           |          
|Net asset value per share     |                                                                                                                                                                                                     | $                                                                        | 2.64       |             |            | $           | 2.24      |          
|                              |                                                                                                                                                                                                     |                                                                          |            |             |            |             |           |          

See accompanying notes

Page 3 of 25



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UTEK Corporation

Consolidated Statements of Income


(Unaudited)


|                                                                 |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |         |           |           | 
|---------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | --------- | ------- | -------------------------- | --------- | ------------------------ | -------- | ------- | --------- | --------- | ------- | --------- | --------- | --------- | ------- | --------- | --------- | 
|                                                                 |                                                                                                                                                                                                                                                                                   |                            |           |         | Three Months Ended June 30 |           | Six Months Ended June 30
|                                                                 |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                         
|                                                                 |                                                                                                                                                                                                                                                                                   |                            |           |         | 2001                       |           | 2000                     |          | 2001    |           | 2000     
|                                                                 |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |          
|Income from operations:                                          |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |                                                                                                                                                                                                                                                                                   | Sale of technology rights  |           | $       | 1,637,500                  |           |                          | $        | 754,110 |           |           | $       | 3,083,653 |           |           | $       | 1,906,472 |          
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |                                                                                                                                                                                                                                                                                   | Investment income, net     |           |         | 19,759                     |           |                          |          | 5,532   |           |           |         | 79,507    |           |           |         | 17,160    |          
|                                                                 |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |        
|                                                                 |                                                                                                                                                                                                                                                                                   |                            | 1,657,259 |         |                            |           | 759,642                  |          |         |           | 3,163,160 |         |           |           | 1,923,632 |        
|                                                                 |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |        
|Expenses:                                                        |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |                                                                                                                                                                                                                                                                                   | Salaries and wages         |           |         | 118,398                    |           |                          |          | 88,253  |           |           |         | 221,571   |           |           |         | 163,295   |          
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |                                                                                                                                                                                                                                                                                   | Professional fees          |           |         | 81,221                     |           |                          |          | 26,513  |           |           |         | 234,601   |           |           |         | 100,970   |          
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |                                                                                                                                                                                                                                                                                   | Sales and marketing        |           |         | 442,110                    |           |                          |          | 124,672 |           |           |         | 703,140   |           |           |         | 525,303   |          
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |                                                                                                                                                                                                                                                                                   | General and administrative |           |         | 195,842                    |           |                          |          | 120,483 |           |           |         | 323,124   |           |           |         | 159,822   |          
|                                                                 |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |        
|                                                                 |                                                                                                                                                                                                                                                                                   |                            | 837,571   |         |                            |           | 359,921                  |          |         |           | 1,482,436 |         |           |           | 949,390   |        
|                                                                 |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |        
|Income before income taxes                                       |                                                                                                                                                                                                                                                                                   |                            | 819,688   |         |                            |           | 399,721                  |          |         |           | 1,680,724 |         |           |           | 974,242   |        
|                                                                
|                                                                
|                                                                
|                                                                
|Provision for income taxes                                       |                                                                                                                                                                                                                                                                                   |                            | 313,550   |         |                            |           | 151,263                  |          |         |           | 635,412   |         |           |           | 367,456   |        
|                                                                 |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |        
|                                                                 |                                                                                                                                                                                                                                                                                   | Net income from operations |           |         | 506,138                    |           |                          |          | 248,458 |           |           |         | 1,045,312 |           |           |         | 606,786   |          
|                                                                
|                                                                
|                                                                
|                                                                
|Net realized and unrealized gains (losses):                      |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Net realized loss on investment, net of
income tax benefit of $550 and $795 for
for the three and six months ended June
30, 2001, respectively                                                                                                                                    |                            |           | (911    | )                          |           |                          |         |         |           |           | (1,321  | )         |           |           |        |          
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Net increase in unrealized appreciation
(depreciation) of non-controlled
affiliate investments, net of deferred
tax expense (benefit) of $60,740 and
$193,186 for the three and six months
of 2001 and ($110,962) and $365,000 for
the three and six months of 2000,
respectively |                            |           | 105,607 |                            |           |                          | (638,270 | )       |           |           | 320,195 |           |           |           | 150,621 |          
|                                                                 |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |        
|Net increase (decrease) in net assets from
operations            |                                                                                                                                                                                                                                                                                   | $                          | 610,834   |         |                            | $         | (389,812                 | )        |         | $         | 1,364,186 |         |           | $         | 757,407   |        
|                                                                 |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |        
|Net increase (decrease) in net assets from
operations per share: |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |                                                                                                                                                                                                                                                                                   |                            | Basic     |         | $                          | .16       |                          |          | $       | (.14      | )         |         | $         | .36       |           |         | $         | .27       | 
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |                                                                                                                                                                                                                                                                                   |                            | Diluted   |         | $                          | .16       |                          |          | $       | (.14      | )         |         | $         | .35       |           |         | $         | .27       | 
|                                                                
|                                                                
|                                                                
|                                                                
|Weighted average shares:                                         |                                                                                                                                                                                                                                                                                   |                            |           |         |                            |           |                          |          |         |           |           |         |           |           |           |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |                                                                                                                                                                                                                                                                                   |                            | Basic     |         |                            | 3,806,617 |                          |          |         | 2,782,226 |           |         |           | 3,794,489 |           |         |           | 2,782,226 | 
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |                                                                                                                                                                                                                                                                                   |                            | Diluted   |         |                            | 3,847,088 |                          |          |         | 2,782,226 |           |         |           | 3,825,153 |           |         |           | 2,782,226 | 

See accompanying notes

Page 4 of 25



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UTEK Corporation

Consolidated Statements of Cash Flows


(Unaudited)


|                                                 |                                                                                                                   |                                                        |                                   |            |                                  |         |           |            |          |          |  
|------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------ | --------------------------------- | ---------- | -------------------------------- | ------- | --------- | ---------- | -------- | -------- | -
|                                                 |                                                                                                                   |                                                        |                                   |            | For the Six Months Ended June 30
|                                                 |                                                                                                                   |                                                        |                                   |            |                                 
|                                                 |                                                                                                                   |                                                        |                                   |            | 2001                             |         | 2000     
|                                                 |                                                                                                                   |                                                        |                                   |            |                                  |         |          
|Operating Activities:                            |                                                                                                                   |                                                        |                                   |            |                                  |         |           |           
|                                                
|                                                
|                                                
|                                                
|                                                 | Net increase in net assets from operations                                                                        |                                                        | $                                 | 1,364,186  |                                  |         | $         | 757,407    |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net increase
in net assets from operations to net cash
provided by operating activities: |                                                        |                                   |            |                                  |         |           |            |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                                   | Increase in net unrealized appreciation
of investments |                                   |            | (556,700                         | )       |           |            | (515,620 | )       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                                   | Deferred income taxes                                  |                                   |            | 827,803                          |         |           |            | 732,456  |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                                   | Depreciation                                           |                                   |            | 11,027                           |         |           |            | 9,580    |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                                   | Loss on sale of investments                            |                                   |            | 2,116                            |         |           |            |         |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                                   | Changes in operating assets and liabilities:           |                                   |            |                                  |         |           |            |          |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                                   |                                                        | Prepaid expenses and other assets |            |                                  | 14,874  |           |            |          | (391,956 | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                                   |                                                        | Accrued expenses                  |            |                                  | (38,407 | )         |            |          | 210,167  |  
|                                                 |                                                                                                                   |                                                        |                                   |            |                                  |         |           |           
|                                                 | Net cash provided by operating activities                                                                         |                                                        |                                   | 1,624,899  |                                  |         |           | 802,034    |         
|                                                 |                                                                                                                   |                                                        |                                   |            |                                  |         |           |           
|Investing Activities:                            |                                                                                                                   |                                                        |                                   |            |                                  |         |           |           
|                                                
|                                                
|                                                
|                                                
|                                                 | Investment securities received for sale of
portfolio companies                                                    |                                                        |                                   | (3,083,653 | )                                |         |           | (1,706,472 | )       
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds received on sale of investments                                                                          |                                                        |                                   | 45,126     |                                  |         |           |           |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of fixed assets                                                                                         |                                                        |                                   | (14,363    | )                                |         |           | (11,056    | )       
|                                                 |                                                                                                                   |                                                        |                                   |            |                                  |         |           |           
|                                                 | Net cash used in investing activities                                                                             |                                                        |                                   | (3,052,890 | )                                |         |           | (1,717,528 | )       
|                                                 |                                                                                                                   |                                                        |                                   |            |                                  |         |           |           
|Financing Activities:                            |                                                                                                                   |                                                        |                                   |            |                                  |         |           |           
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from issuance of common stock                                                                            |                                                        |                                   | 375,617    |                                  |         |           |           |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Repayments on short-term borrowings                                                                               |                                                        |                                   | (39,975    | )                                |         |           |           |         
|                                                 |                                                                                                                   |                                                        |                                   |            |                                  |         |           |           
|                                                 | Net cash provided by financing activities                                                                         |                                                        |                                   | 335,642    |                                  |         |           |           |         
|                                                 |                                                                                                                   |                                                        |                                   |            |                                  |         |           |           
|Decrease in cash and cash equivalents            |                                                                                                                   |                                                        | (1,092,349                        | )          |                                  |         | (915,494  | )         
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of period |                                                                                                                   |                                                        | 3,952,280                         |            |                                  |         | 1,007,229 |           
|                                                 |                                                                                                                   |                                                        |                                   |            |                                  |         |           |           
|Cash and cash equivalents at end of period       |                                                                                                                   | $                                                      | 2,859,931                         |            |                                  | $       | 91,735    |           
|                                                 |                                                                                                                   |                                                        |                                   |            |                                  |         |           |           

See accompanying notes

Page 5 of 25



---



UTEK Corporation

Consolidated Statements of Changes in Net Assets


(Unaudited)


|                                       |                                                                                     |                                            |            |                          |           |      |           |         |         | 
|-------------------------------------- | ----------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | ------------------------ | --------- | ---- | --------- | ------- | ------- | 
|                                       |                                                                                     |                                            |            | Six Months Ended June 30
|                                       |                                                                                     |                                            |            |                         
|                                       |                                                                                     |                                            |            | 2001                     |           | 2000
|                                       |                                                                                     |                                            |            |                          |           |     
|Changes in net assets from operations: |                                                                                     |                                            |            |                          |           |      |           |        
|                                      
|                                      
|                                      
|                                      
|                                       | Net income from operations                                                          |                                            | $          | 1,045,312                |           |      | $         | 606,786 |        
|                                      
|                                      
|                                      
|                                      
|                                       | Net realized loss on sale of investments                                            |                                            |            | (1,321                   | )         |      |           |        |        
|                                      
|                                      
|                                      
|                                      
|                                       | Change in net unrealized appreciation of
investments, net of related deferred taxes |                                            |            | 320,195                  |           |      |           | 150,621 |        
|                                       |                                                                                     |                                            |            |                          |           |      |           |        
|                                       |                                                                                     | Net increase in net assets from operations |            |                          | 1,364,186 |      |           |         | 757,407 | 
|                                      
|                                      
|                                      
|                                      
|Capital stock transactions:            |                                                                                     |                                            |            |                          |           |      |           |        
|                                      
|                                      
|                                      
|                                      
|                                       | 73,986 shares of common stock issued for cash                                       |                                            |            | 375,617                  |           |      |           |        |        
|                                       |                                                                                     |                                            |            |                          |           |      |           |        
|Net increase in net assets             |                                                                                     |                                            | 1,739,803  |                          |           |      | 757,407   |        
|                                      
|                                      
|                                      
|                                      
|Net assets at beginning of year        |                                                                                     |                                            | 8,455,002  |                          |           |      | 3,284,453 |        
|                                       |                                                                                     |                                            |            |                          |           |      |           |        
|Net assets at end of period            |                                                                                     | $                                          | 10,194,805 |                          |           | $    | 4,041,860 |        
|                                       |                                                                                     |                                            |            |                          |           |      |           |        

See accompanying notes

Page 6 of 25



---



UTEK Corporation

Financial Highlights


(Unaudited)


|                                                                        |                                                                                     |   |                          |      |      |   |           |      | 
|----------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | - | ------------------------ | ---- | ---- | - | --------- | ---- | 
|                                                                        |                                                                                     |   | Six Months Ended June 30
|                                                                        |                                                                                     |   |                         
|                                                                        |                                                                                     |   | 2001                     |      | 2000
|                                                                        |                                                                                     |   |                          |      |     
|PER SHARE INFORMATION                                                   |                                                                                     |   |                          |      |      |   |           |     
|                                                                       
|Net asset value, beginning of period                                    |                                                                                     | $ | 2.24                     |      |      | $ | 1.18      |     
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Net increase from operations (1)                                                    |   |                          | 0.27 |      |   |           | 0.22 | 
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Net change in realized and unrealized appreciation on investments (after taxes) (1) |   |                          | .03  |      |   |           | 0.05 | 
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Net increase from stock transactions                                                |   |                          | 0.10 |      |   |           |      | 
|                                                                        |                                                                                     |   |                          |      |      |   |           |     
|Net assets value, end of period                                         |                                                                                     | $ | 2.64                     |      |      | $ | 1.45      |     
|                                                                        |                                                                                     |   |                          |      |      |   |           |     
|Per share closing market price, end of period                           |                                                                                     | $ | 8.00                     |      |      | $ |          |     
|                                                                        |                                                                                     |   |                          |      |      |   |           |     
|                                                                       
|RATIOS/SUPPLEMENTAL DATA                                                |                                                                                     |   |                          |      |      |   |           |     
|                                                                       
|Net assets, end of period                                               |                                                                                     | $ | 10,194,805               |      |      | $ | 4,041,860 |     
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Ratio of expenses to average net
assets (2)                             |                                                                                     |   | 18                       | %    |      |   | 26        | %   
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Ratio of net income to average net
assets                               |                                                                                     |   | 16                       | %    |      |   | 17        | %   
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Diluted weighted average number of shares
outstanding during the period |                                                                                     |   | 3,825,153                |      |      |   | 2,782,226 |     



---

|(1) |  | Calculated based on diluted weighted average number of shares
outstanding during the period.
|--- |  | --------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Excluding income taxes                                                                      

See accompanying notes

Page 7 of 25



---



UTEK Corporation

Schedule of Investments


June 30, 2001
(Unaudited)


|       |           |             |  |          |       |  |       |                                                                                                                        |          |   |           |  |  |   |            |  | 
|------ | --------- | ----------- |  | -------- | ----- |  | ----- | ---------------------------------------------------------------------------------------------------------------------- | -------- | - | --------- |  |  | - | ---------- |  | 
|       |           |             |  | Original |       |  |       |                                                                                                                        |          |   |           |  |  |   |           
|       |           |             |  | Date of  |       |  |       |                                                                                                                        | Original |   |           |  | 
|Shares |           | Acquisition |  |          |       |  | Value |                                                                                                                        | Value   
|       |           |             |  |          |       |  |       |                                                                                                                        |         
|       |           |             |  |          |       |  |       | Common stock in non-controlled affiliates -93.6%                                                                       |          |   |           |  |  |   |            | 
|      
|      
|      
|      
|       | 1,013,344 |             |  |          | 5/98  |  |       | Lexon, Inc.- publicly traded over the
counter development stage enterprise - 2.1%;
developer of health care technology |          | $ | 288,364   |  |  | $ | 212,802    | 
|      
|      
|      
|      
|       | 879,300   |             |  |          | 1/99  |  |       | Image Analysis, Inc., privately held - 14.0%;
medical and hospital equipment developer                                 |          |   | 219,825   |  |  |   | 1,424,466  | 
|      
|      
|      
|      
|       | 1,584,000 |             |  |          | 5/99  |  |       | Centrex, Inc., privately held - 0%;
developer of water and purification methodologies                                  |          |   | 522,720   |  |  |   |           | 
|      
|      
|      
|      
|       | 900,000   |             |  |          | 5/99  |  |       | Nubar, Inc., privately held - 0.1%;
developer of construction materials                                                |          |   | 126,000   |  |  |   | 10,800     | 
|      
|      
|      
|      
|       | 1,037,957 |             |  |          | 6/99  |  |       | NuElectric, Inc., publicly traded over the counter -
4.0%; environmental services                                      |          |   | 590,388   |  |  |   | 404,803    | 
|      
|      
|      
|      
|       | 150       |             |  |          | 11/99 |  |       | Rosbon, Inc., privately held - 0.7%;
real estate development                                                           |          |   | 90,705    |  |  |   | 75,636     | 
|      
|      
|      
|      
|       | 100,799   |             |  |          | 3/00  |  |       | Graphco Technologies, Inc., privately held - 4.4%;
developer of e-commerce technologies                                |          |   | 952,362   |  |  |   | 449,564    | 
|      
|      
|      
|      
|       | 2,377,153 |             |  |          | 6/00  |  |       | Advanced Recycling Sciences, Inc., publicly traded
over the counter - 20.3%; tire recycling methodologies              |          |   | 2,200,263 |  |  |   | 2,068,123  | 
|      
|      
|      
|      
|       | 1,068,354 |             |  |          | 11/00 |  |       | Torvec, Inc., publicly traded over the
counter - 33.1%; advanced automotive technologies                               |          |   | 2,147,392 |  |  |   | 3,375,999  | 
|      
|      
|      
|      
|       | 450,000   |             |  |          | 4/01  |  |       | Bitzmart, Inc.,privately held - 10.2%; software products                                                               |          |   | 1,156,500 |  |  |   | 1,039,500  | 
|      
|      
|      
|      
|       | 1,850,000 |             |  |          | 5/01  |  |       | Sense Holdings, Inc.,publicly traded over the counter -
- 4.7%; biometric technologies                                 |          |   | 481,000   |  |  |   | 481,000    | 
|       |           |             |  |          |       |  |       |                                                                                                                        |          |   |           |  |  |   |            | 
|       |           |            
|      
|      
|      
|      
|       |           |             |  |          |       |  |       | TOTAL INVESTMENTS - 93.6%                                                                                              |          | $ | 8,775,519 |  |  | $ | 9,542,693  | 
|       |           |             |  |          |       |  |       |                                                                                                                        |          |   |           |  |  |   |            | 
|       |           |            
|      
|      
|      
|      
|       |           |             |  |          |       |  |       | Cash and other assets, less liabilities - 6.4%                                                                         |          |   |           |  |  |   | 652,112    | 
|       |           |             |  |          |       |  |       |                                                                                                                        |          |   |           |  |  |   |            | 
|       |           |            
|      
|      
|      
|      
|       |           |             |  |          |       |  |       | Net assets at June 30, 2001 - 100%                                                                                     |          |   |           |  |  | $ | 10,194,805 | 
|       |           |             |  |          |       |  |       |                                                                                                                        |          |   |           |  |  |   |            | 

Notes to Schedule of Investments:

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The above investments 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 restricted securities is determined in good
faith by the Board of Directors. In making its determination, the
Board of Directors may consider valuation appraisals provided by
independent financial experts. (Notes 1 and 2)                                                                                                                                                                                            
| 
| 
| 
| 
| |  | As of June 30, 2001, all of the securities that we have received
in exchange for our portfolio companies (with the exception of Lexon,
Inc.) are restricted securities, as that term is defined under Rule
144. These securities may not be sold in the absence of registration
under the 1933 Act or an exemption therefrom. As a result, our
ability to sell or otherwise transfer the securities we hold in our
portfolio is limited.
| 
| 
| 
| 
| |  | The Company owns more than 10% of the outstanding common stock of
each of the above investments with the exception of Graphco
Technologies, Inc., Torvec, Inc., Lexon, Inc. and Advanced Recycling
Sciences, Inc. As such, the Company is deemed to be an affiliate of
the above companies, as defined under Rule 144, except for those
specifically noted.                                                                               

See accompanying notes

Page 8 of 25



---



UTEK Corporation
Schedule of Investments
December 31, 2000

|       |           |             |  |          |       |  |  |                                                                                                          |                                                                                                                        |                                                 |           |         |           |  |           |           |           | 
|------ | --------- | ----------- |  | -------- | ----- |  |  | -------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | --------- | ------- | --------- |  | --------- | --------- | --------- | 
|       |           |             |  | Original |       |  |  |                                                                                                          |                                                                                                                        |                                                 |           |         |           |  |           |          
|       |           |             |  | Date of  |       |  |  |                                                                                                          |                                                                                                                        | Original                                        |           |         |           | 
|Shares |           | Acquisition |  |          |       |  |  | Value                                                                                                    |                                                                                                                        | Value                                          
|       |           |             |  |          |       |  |  |                                                                                                          |                                                                                                                        |                                                
|       |           |             |  |          |       |  |  |                                                                                                          | Common stock in non-controlled affiliates - 70.4%                                                                      |                                                 |           |         |           |  |           |           |          
|      
|      
|      
|      
|       | 924,973   |             |  |          | 5/98  |  |  |                                                                                                          | Lexon, Inc.- publicly traded over the
counter development stage enterprise - 1.8%;
developer of health care technology |                                                 | $         | 295,991 |           |  | $         | 147,996   |          
|      
|      
|      
|      
|       | 879,300   |             |  |          | 1/99  |  |  |                                                                                                          | Image Analysis, Inc., privately held - 16.8%;
medical and hospital equipment developer                                 |                                                 |           | 219,825 |           |  |           | 1,424,466 |          
|      
|      
|      
|      
|       | 1,584,000 |             |  |          | 5/99  |  |  | Centrex, Inc., privately held - 0%;
developer of water and purification methodologies                    |                                                                                                                        |                                                 | 522,720   |         |           |  |          |          
|      
|      
|      
|      
|       | 900,000   |             |  |          | 5/99  |  |  | Nubar, Inc., privately held - 0.6%;
developer of construction materials                                  |                                                                                                                        |                                                 | 126,000   |         |           |  | 51,300    |          
|      
|      
|      
|      
|       | 1,037,957 |             |  |          | 6/99  |  |  | NuElectric, Inc., publicly traded over the counter -
7.1%; environmental services                        |                                                                                                                        |                                                 | 590,388   |         |           |  | 602,015   |          
|      
|      
|      
|      
|       | 150       |             |  |          | 11/99 |  |  | Rosbon, Inc., privately held - 1.0%;
real estate development                                             |                                                                                                                        |                                                 | 87,000    |         |           |  | 82,852    |          
|      
|      
|      
|      
|       | 100,799   |             |  |          | 3/00  |  |  | Graphco Technologies, Inc., privately held - 11.3%;
developer of e-commerce technologies                 |                                                                                                                        |                                                 | 952,362   |         |           |  | 952,362   |          
|      
|      
|      
|      
|       | 931,000   |             |  |          | 6/00  |  |  | Advanced Recycling Sciences, Inc., publicly
traded over the
counter - 2.9%; tire recycling methodologies |                                                                                                                        |                                                 | 754,110   |         |           |  | 242,060   |          
|      
|      
|      
|      
|       | 1,068,354 |             |  |          | 11/00 |  |  | Torvec, Inc., publicly traded over the
counter - 28.9%; advanced automotive technologies                 |                                                                                                                        |                                                 | 2,147,392 |         |           |  | 2,446,531 |          
|       |           |             |  |          |       |  |  |                                                                                                          |                                                                                                                        |                                                 |           |         |           |  |           |          
|       |           |            
|      
|      
|      
|      
|       |           |             |  |          |       |  |  |                                                                                                          |                                                                                                                        | TOTAL INVESTMENTS - 70.4%                       |           | $       | 5,695,788 |  |           | $         | 5,949,582 | 
|       |           |             |  |          |       |  |  |                                                                                                          |                                                                                                                        |                                                 |           |         |           |  |           |          
|       |           |            
|      
|      
|      
|      
|       |           |             |  |          |       |  |  |                                                                                                          |                                                                                                                        | Cash and other assets, less liabilities - 29.6% |           |         |           |  |           |           | 2,505,420 | 
|       |           |             |  |          |       |  |  |                                                                                                          |                                                                                                                        |                                                 |           |         |           |  |           |          
|       |           |            
|      
|      
|      
|      
|       |           |             |  |          |       |  |  |                                                                                                          |                                                                                                                        | Net assets at December 31, 2000 - 100%          |           |         |           |  |           | $         | 8,455,002 | 
|       |           |             |  |          |       |  |  |                                                                                                          |                                                                                                                        |                                                 |           |         |           |  |           |          

Notes to Schedule of Investments:

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The above investments 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 restricted securities is determined in good
faith by the Board of Directors. In making its determination, the
Board of Directors may consider valuation appraisals provided by
independent financial experts. (Notes 1 and 2)                                                                                                                                                                 
| 
| 
| 
| 
| |  | As of December 31, 2000, all of the securities that we have
received in exchange for our portfolio companies are restricted
securities, as that term is defined under Rule 144. These
securities may not be sold in the absence of registration under the
1933 Act or an exemption therefrom. As a result, our ability to sell
or otherwise transfer the securities we hold in our portfolio will be
limited.
| 
| 
| 
| 
| |  | The Company owns more than 10% of the outstanding common stock
of each of the above investments with the exception of Graphco
Technologies, Inc., Torvec, Inc. and Advanced Recycling Sciences,
Inc. As such, the Company is deemed to be an affiliate of the above
companies, as defined under Rule 144.                                                                                                      

See accompanying notes

Page 9 of 25



---



UTEK Corporation
Notes to Consolidated Financial Statements

(Information as of June 30, 2001 and 2000 and for the six month
periods then ended is Unaudited)

1. Nature of Business and Significant Accounting Policies

Interim Financial Information

The financial information as of June 30, 2001 and 2000 and for the six
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 financial statements not misleading at such
dates and for those periods. These financial statements have been prepared in
accordance with the instructions for Form 10-Q and, therefore, do not include
all information and footnotes required by accounting principles generally
accepted in the United States. 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, 2000. Operating results for the six months ended June 30, 2001 are not
necessarily indicative of the results that may be expected for the entire year.

The Company

We are 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).

We commenced operations in 1997 as UTEK Corporation (UTEK Florida),
which was incorporated under the laws of the State of Florida in August 1996.
UTEK Florida was engaged in the business of technology transfer. On December
31, 1998, we formed UTEK, LLC, a limited liability company organized under the
laws of the State of Florida. Subsequent thereto, the shareholders of UTEK
Florida exchanged their shares of common stock for membership units in UTEK,
LLC. In July 1999, we formed UTEK Corporation under the laws of the State of
Delaware and in October 1999, UTEK LLC was merged into UTEK Corporation.

As a BDC, we must be primarily engaged in the business of furnishing
capital and managerial assistance to companies that do not have ready access to
capital through conventional financial channels. Such companies are termed
portfolio companies.

The Company invests in portfolio companies that management believes are
positioned to benefit from the acquisition of new technology. The Companys
investments in portfolio companies generally are used by the portfolio
companies to acquire the license rights to new technologies developed at
universities and/or government research facilities. The Company provides
portfolio companies with managerial assistance in technology transfer.
Technology transfer is the process by which technologies developed by
universities or research laboratories are licensed to companies for commercial
use. The Company also may make additional investments to fund continued
research and development of the acquired technologies.

The Company seeks merger partners for portfolio companies, whereby the
Company receives common stock in the merger partner in a non-taxable exchange
for shares of the portfolio company. The Company generally seeks merger
partners that are in the early stages of development. The merger partners
normally have little or no prior operating history.

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 may consider valuation appraisals
provided by independent financial experts. With respect to private equity
securities, 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 sale are generally valued at a discount from the public
market value of the securities.

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.

Page 10 of 25



---



UTEK Corporation
Notes to Consolidated Financial Statements

(Information as of June 30, 2001 and 2000 and for the six month
periods then ended is Unaudited)

Investments  (continued)

Without a readily ascertainable market value, the estimated value of our
portfolio of equity securities may differ significantly from the values that
would be placed on the portfolio if there existed a ready market for such
equity securities. Equity securities at June 30, 2001 and December 31, 2000
(93.6% and 70.4% of net assets, respectively) are stated at fair value as
determined by the Board of Directors, in the absence of readily ascertainable
fair values.

Revenue Recognition

Effective January 1, 2000, the Company adopted the provisions of SEC Staff
Accounting Bulletin 101, Revenue Recognition in Financial Statements (SAB
101). SAB 101 provides guidance on the recognition, presentation and
disclosures of revenue in financial statements. The adoption of SAB 101 has no
impact on the Companys financial statements.

The Company recognizes revenue from the sale of technology rights upon the
exchange of the shares of portfolio companies with unrelated merger partners.
The Company records revenue based on the value of the consideration received.
In most cases, the consideration received for the rights is the common stock of
the purchaser. The common stock received is recorded as an investment at fair
value. Revenue derived from consulting services is recognized as earned, over
the life of the underlying consulting agreements. In some cases, the Company is
paid a fee for negotiating a successful technology transfer. In these
instances, revenue is recognized upon consummation of the transaction.

Research and Development

Research and development costs consist of expenditures incurred during the
course of planned search and investigation aimed at discovery of new knowledge
that will be useful in developing new products or processes. The Company
expenses all research and development costs as they are incurred. During the 6
months ended June 30, 2001 and 2000, the Company incurred $356,000 and
$235,000, respectively, in such costs.

Private Placement Memorandum

On June 5, 2001,the Company completed a private placement of 73,986
unregistered shares of its common stock. Schneider Securities, Inc acted as the
placement agent in connection with the private placement. The offering was only
made to accredited investors and was exempt from registration under Section
4(2) of the Securities Act of 1933. The aggregate offering price was $475,000
less broker commissions of $55,750 and other related Company costs of $43,633.
The net proceeds from the private placement, after paying selling fees and
expenses and the Companys offering costs, are to be used as working capital
for the Company, including investments in portfolio companies, either as
initial or additional investments.

2. Investments

Equity securities at June 30, 2001 and December 31, 2000, (93.6 % and
70.4% of net assets, respectively) were valued at fair value as determined by
the Board of Directors, in the absence of readily ascertainable market values.

The values assigned to these securities are based upon available
information and do not reflect amounts that could be realized upon immediate
sale, nor amounts that ultimately may be realized. Accordingly, the fair values
included in the schedule of investments may differ from the values that would
have been used had a ready market existed for these securities and such
differences could be significant.

As of June 30, 2001 and December 31, 2000, the Company had established
five and eight portfolio companies, respectively, with net assets of $0 and
$740, respectively, which are included in other assets.

On January 28, 2000, the Company sold its Cancer Diagnostic, Inc.
portfolio company to Lexon, Inc. for $200,000. The Company received $50,000 in
cash and a promissory note for $150,000, $120,000 of which was paid to the
Company during the year ended
December 31, 2000. During March 2001, Lexon, Inc issued 236,000 unregistered
shares of their common stock as payment of the remaining principal and
interest.

Page 11 of 25



---



UTEK Corporation
Notes to Consolidated Financial Statements

(Information as of June 30, 2001 and 2000 and for the six month
periods then ended is Unaudited)

2. Investments  (continued)

On March 21, 2000, the Company sold its Digital Personnel, Inc. portfolio
company to a subsidiary of Graphco Technologies, Inc. (GTC) for 100,799
shares of GTC common stock in a non-taxable exchange.

On June 24, 2000, the Company sold its Advanced Recycling Sciences, Inc.
portfolio company to Advanced Recycling Sciences (formerly The Quantum Group,
Inc.) for 931,000 unregistered shares of Advanced Recycling Sciences, Inc.
common stock in a non-taxable exchange.

On September 21, 2000, the Company sold its Zorax, Inc. portfolio company
to NuElectric, Inc. for 546,000 unregistered shares of NuElectric, Inc. common
stock in a non-taxable exchange.

On November 29, 2000, the Company sold its Ice Surface Development, Inc.
portfolio company to Torvec, Inc. for 1,068,354 unregistered shares of Torvec,
Inc. common stock in a non-taxable exchange.

On February 19, 2001, the Company sold its Technology Development, Inc.
portfolio company to Advanced Recycling Sciences, Inc., (formerly known as The
Quantum Group, Inc.) for 1,446,153 unregistered shares of Advanced Recycling
Sciences, Inc. common stock in a non-taxable exchange.

On April 20, 2001, the Company sold its Watermark Technologies, Inc.
portfolio company to Bitzmart, Inc. for 450,000 unregistered shares of
Bitzmart, Inc. common stock in a non-taxable exchange.

On May 31, 2001, the Company sold its Micro Sensor Technologies, Inc.
portfolio company to Sense Holdings, Inc. for 1,850,000 unregistered shares of
Sense Holdings, Inc. common stock in a non-taxable exchange.

3. Income Taxes

Prior to October 14, 1999, the Companys business was structured as a limited
liability company (LLC). The LLC elected to be treated as a partnership
under the provisions of Subchapter K of the Internal Revenue Code. Under those
provisions, the LLC did not pay corporate income taxes on its taxable income.
Instead, the owners of the LLC were individually liable for income taxes on the
LLCs taxable income. The LLCs subsidiaries, including UTEK Holdings and UTEK
Corporation, were all taxed as C corporations.

On October 14, 1999, the Company restructured its business, whereby the members
of the LLC contributed their membership interests to the Company, a newly
created corporation. As a result, all of the LLCs assets, including the stock
of its subsidiaries, were transferred to the Company and the LLC was dissolved.
In addition, UTEK Holdings and UTEK Corporation were liquidated into the
Company. As of October 14, 1999, the Company is taxable as a C corporation.

4. Commitments and Contingencies

On September 13, 2000, the Company obtained a revolving line of credit
with a local financial institution. This line of credit allowed the Company to
borrow up to $150,000, with a rate of interest at prime. The line of credit was
due on demand and was secured by a pledge of a portion of the Companys
investments in non-controlled affiliates and the personal guarantees of the
chief executive officer, a director, and a shareholder. At December 31, 2000
the balance due was $39,975. The Company paid the note in full and
cancelled the line during the period ended March 31, 2001.

Page 12 of 25



---



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The following discussion should be read in conjunction with our financial
statements and the notes thereto included elsewhere in this Form 10-Q. This
Form 10-Q contains forward-looking statements regarding the plans and
objectives of management for future operations. This information 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 these 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.

GENERAL

Our primary business is to make investments in companies that possess or
will likely identify emerging and established technologies and markets for
those technologies. Our primary investment objective is to increase our net
assets by exchanging stock in our portfolio companies for cash and other assets
we will use to acquire licenses to additional technologies. We believe that we
will be able to achieve our objectives by concentrating on investments in
companies which we believe are likely to benefit from our managements
expertise in technology transfer.

The income that we derive from our investments in our portfolio companies
consists of both cash and equity securities that we receive upon disposition of
our portfolio companies. The value of the equities that we receive makes up
most of our revenues. 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 may consider valuation
appraisals provided by independent financial experts. With respect to private
equity securities, 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 sale are generally valued at a
discount from the public market value of the securities.

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.

Without a readily ascertainable market value, the estimated value of our
portfolio of equity securities may differ significantly from the values that
would be placed on the portfolio if there existed a ready market for such
equity securities. Any changes in estimated value are recorded in the
Companys Statements of Income as Net realized and unrealized gains (losses)
during the period of change.

We have retained Bolten Financial Consulting, Inc., to provide us with
valuations of the securities we receive in exchange for portfolio companies,
updated to each quarterly valuation date. We pay Bolten Financial Consulting,
Inc. a fee each time it values our investments. For the six months ended June
30, 2001 and 2000, we paid Bolten Financial Consulting, Inc. a total of $14,951
and $7,185, respectively for its valuation services.

Our expenses include salaries and wages, professional fees, sales and
marketing costs as well as general and administrative costs. Sales and
marketing costs include license and sponsored research fees, as well as
advertising, commissions, travel and other expenses that vary with revenues.
General and administrative costs include rent, depreciation, office, investor
relations and other overhead costs.

On October 25, 2000 the Company completed its IPO of 1,000,000 shares of
its common stock at $6.00 per share to raise additional equity to support its
growth strategy. The net proceeds of the offering were $4,047,849.

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On June 5, 2001,the Company closed on a private placement offering of
73,986 unregistered shares of its common stock. Schneider Securities, Inc
completed the private placement. The aggregate offering price was $475,000 less
broker commissions of $55,750 and other related Company costs of $43,633. The
private placement was exempt from registration under section 4(2) of the
Securities act of 1933. The net proceeds from the private placement, after
paying selling fees and expenses and the Companys offering costs, are to be
used to continue the Companys investments in portfolio companies, either as
initial or additional investments.

Financial Condition

The Companys total assets were $12,577,890 and its net assets were
$10,194,805 at June 30, 2001, compared to $10,088,666 and $8,455,002 at
December 31, 2000, respectively.

Net asset value per share (NAV) was $2.64 at June 30, 2001, compared to
$2.24 at December 31, 2000. Net assets increased by $1,739,803 in the six
months ended June 30, 2001 and by $5,170,549 in the year ended December 31,
2000.

Among the significant changes that affected total assets, net assets and
NAV during the quarter ended June 30, 2001 were:



| |                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------
| |  Two technology transfers valued at $1,637,500                                                                    
|
| |  A private placement of the Companys common stock which increased net
assets by $375,617, after related expenses.

The Companys common shares outstanding as of June 30, 2001 and December
31, 2000 were 3,856,212 and 3,782,226, respectively.

The Companys financial condition is dependent on a number of factors
including the ability to effectuate technology transfers and the performance of
the equity stakes that we receive for these transfers. The Company has invested
a substantial portion of its assets in private development stage or start-up
companies. These private businesses are thinly capitalized, unproven, small
companies that lack management depth, are dependent on new, commercially
unproven technologies and have no history of operations. At June 30, 2001,
$6,542,727 or 52% of the Companys total assets consisted of investments at
fair value in publicly traded securities, of which net unrealized appreciation,
after income tax effect, was $520,989; the remaining $2,999,966 of the
investments which represents 24% of the Companys total assets consisted of
non-publicly traded securities at fair value of which net unrealized
depreciation, after income tax effect, was ($42,502). See Note 2 to the
accompanying consolidated financial statements.

Results of Operations

The Company accounts for its operations under generally accepted
accounting principles for investment companies. On this basis, the principal
measure of a Companys financial performance is the Net increase in net assets
from operations which is the sum of three elements. The first element is Net
income from operations, which is the difference between the Companys income
from technology transfers, interest, dividends, fees and other income and its
operating expenses, net of applicable income tax provision. The second element
is Net realized gain (loss) on investment, which is the difference between the
proceeds received from dispositions of portfolio securities and their stated
cost, net of applicable income tax provision. The third element, Increase
in unrealized appreciation (depreciation) on investments, is the net change in the
fair value of the Companys investment portfolio, net of increase (decrease) in
deferred income taxes that would become payable if the unrealized appreciation
were realized through the sale or other disposition of the investment
portfolio.

Three months ended June 30, 2001 compared to the three months ended June 30, 2000.

Income from operations. Income from operations increased 118% to
$1,657,259 for the three months ended June 30, 2001 from $759,642 for the three
months ended June 30, 2000. The increase in income from operations resulted
from completing two technology transfers for the three months ended June 30,
2001. As described below, in the three months ended June 30, 2001 we completed
two tax free mergers valued at $1,637,500, compared to one tax free merger
valued at $754,110 for the three months ended June 30, 2000. Our Board of
Directors determines the fair value of the shares we receive in the absence of
readily ascertainable market values. In making its determination, the Board of
Directors may consider valuation appraisals provided by independent financial
experts. In our transactions during the three months ended June 30, 2001 with
Bitzmart, Inc., on April 20, 2001 we received 450,000 shares of common stock
valued at the time of sale at $2.31 per share and with Sense Holdings, Inc. on
May 31, 2001 we received 1,850,000 shares valued at the time of sale at $.26.
In our transaction during the three months ended June 30, 2000 with Advanced
Recycling Sciences, Inc. (formerly The Quantum Group, Inc.), on June 29, 2000
we received 931,000 shares of common stock that were valued at the time of sale
at $.81 per share.

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Expenses.Total operating expenses for the three months ended June 30,
2001 were $837,571 consisting of salaries and wages of $118,398, professional
fees of $81,221, sales and marketing expenses of $442,110, and general and
administrative expenses of $195,842. These expenses compared to the $359,921
reported for the three months ended June 30, 2000, consisting of salaries and
wages of $88,253, professional fees of $26,513, sales and marketing expenses of
$124,672, and general and administrative expenses of $120,483. The 133%
increase in total operating expenses was due to additional expenses incurred in
operating as a public company, completing a second technology transfer, the
increased number of employees and outside services used to grow the business
and our ongoing effort to develop the UTEK U2B(SM) brand. The 255% increase in
sales and marketing expenses was due to the completion of two technology
transfers as compared with one for June 30, 2000. The 34% increase in salaries
and wages reflects increased salary costs from the addition of three full-time
employees, as well as one part-time employee. The 206% increase in professional
fees is largely due to the costs associated with operating and reporting as a
public company, preparing the corporate and subsidiary tax returns, as well as
additional attorneys fees for work related to intellectual property and
conforming with BDC requirements. The 63% increase in general and
administrative costs is largely due to the increased services required and
expenses related to the requirements of being a public company such as investor
relations costs, printing and mailing costs, and other related costs.

Income from operations can vary substantially on a quarterly basis due to
the small number and wide range of value of the transactions. Therefore,
quarterly income from operations should not be annualized to predict expected
annual results.

Net Realized
and Unrealized Gains (Losses) and Income Taxes.Net realized losses
on investments amounted to $911 for the three months ended June 30, 2001 and
related to sales of 78,629 shares of its Lexon, Inc. common stock for $23,700
in cash during the reporting period. There were no realized gains (losses) for
the three months ended June 30, 2000.

The net unrealized appreciation of investments increased by $105,607 for
the three months ended June 30, 2001, versus an increase in unrealized
depreciation of $638,270 for the three months ended June 30, 2000. The net
unrealized appreciation consisted of increases and declines in fair value
resulting from the Board of Directors valuation of the Companys assets for
the three months ended June 30, 2001. There were declines in value related to
our investments in Graphco Technologies, Inc.; Nubar, Inc.; Torvec, Inc;
Rosbon, Inc., Bitzmart, Inc. and Lexon, Inc. However, the decline from those
investments was offset by a larger increase in value related to our investments
in NuElectric, Inc. and Advanced Recycling Sciences, Inc.; .

Net realized and unrealized gains can vary substantially, due to a variety
of factors, on a quarterly basis. Therefore, quarterly net realized and
unrealized gains should not be annualized to predict expected annual results,
and may not be indicative of future performance.

Our effective tax rate was a provision of approximately 38% for the three
months ended June 30, 2001 and June 30, 2000.

Six months ended June 30, 2001 compared to the six months ended June 30,
2000.

Income from operations. Income from operations increased 64% to
$3,163,160 for the six months ended June 30, 2001 from $1,923,632 for the six
months ended June 30, 2000. The increase in income from operations resulted
from completing three technology transfers with substantially more value
attributed to such transactions. As described below, in the six months ended
June 30, 2001 we completed three tax free mergers valued at $3,083,653,
compared to one sale and two tax free mergers valued at $1,906,472 for the six
months ended June 30, 2000. Our Board of Directors determines the fair value
of the shares we receive in the absence of readily ascertainable market values.
In making its determination, the Board of Directors may consider valuation
appraisals provided by independent financial experts. In our transactions
during the six months ended June 30, 2001 with Bitzmart, Inc., on April 20,
2001 we received 450,000 shares of common stock valued at the time of sale at
$2.31 per share; with Sense Holdings, Inc., on May 31, 2001 we received
1,850,000 shares valued at the time of sale at $.26 per share; and with
Advanced Recycling Sciences, Inc. (formerly The Quantum Group, Inc.), on
February 19, 2001 we received 1,446,153 shares of common stock valued at the
time of sale at $1.00 per share. In our transactions during the six months
ended June 30, 2000 with Advanced Recycling Sciences, Inc. (formerly The
Quantum Group, Inc.), on June 29, 2000 we received 931,000 shares of common
stock that were valued at the time of sale at $.81 per share; with Graphco
Technologies, Inc. on March 21, 2001, we received 100,799 shares of common
stock in Graphco Technologies, Inc which were valued at the time of sale at
$9.45 per share; and with Lexon, Inc. on January 28, 2000 we sold one of our
portfolio company for $200,000.

Expenses.Total operating expenses for the six months ended June 30,
2001 were $1,482,436 consisting of salaries and wages of $221,571, professional
fees of $234,601, sales and marketing expenses of $703,140, and general and
administrative expenses of $323,124. These expenses compared to the $949,390
reported for the six months ended June 30, 2000, consisting of salaries and
wages of $163,295, professional fees of $100,970, sales and marketing expenses
of $525,303, and general and administrative expenses of $159,822. The 56%
increase in total operating expenses was due to additional expenses incurred in
operating as a public company,

Page 15 of 25



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the increased number of employees and outside services used to grow the
business and our ongoing effort to develop the UTEK U2B(SM) brand. The 34%
increase in sales and marketing expenses was due to additional research and
development funded for the three transfers in the six months ended June 30,
2001 as compared to sale and two transfers in the six months ended June 30,
2000. The 36% increase in salaries and wages reflects increased salary costs
from the addition of three full-time employees, as well as one part-time
employee. The 132% increase in professional fees is largely due to the costs
associated with operating and reporting as a public company, preparing the
corporate and subsidiary tax returns, as well as additional attorneys fees for
work related to intellectual property and conforming with BDC requirements. The
102% increase in general and administrative costs is largely due to the
increased services required and expenses related to the requirements of being a
public company such as investor relations costs, printing and mailing costs,
and other related costs.

Income from operations can vary substantially on a quarterly basis due to
the small number and wide range of value of the transactions. Therefore,
quarterly income from operations should not be annualized to predict expected
annual results.

Net Realized
and Unrealized Gains (Losses) and Income Taxes.Net realized
losses on investments amounted to $1,321 for the six months ended June 30, 2001
and related to sales of 147,629 shares of its Lexon, Inc. common stock for
$45,125 in cash during the reporting period. There were no realized gains
(losses) for the six months ended June 30, 2000.

The net unrealized appreciation of investments increased by $320,195 for
the six months ended June 30, 2001, a 113% increase from the increase in
unrealized appreciation of $150,621 for the six months ended June 30, 2000. The
net unrealized appreciation consisted of increases and declines in fair value
resulting from the Board of Directors valuation of the Companys assets for
the six months ended June 30, 2001. There were declines in value related to our
investments in NuElectric, Inc; Graphco Technologies, Inc.; Nubar, Inc.;
Rosbon, Inc., Bitzmart, Inc. However, the decline from those investments was
offset by a larger increase in value related to our investments in Advanced
Recycling Sciences, Inc., Torvec, Inc and Lexon, Inc.

Net realized and unrealized gains can vary substantially, due to a variety
of factors, on a quarterly basis. Therefore, quarterly net realized and
unrealized gains should not be annualized to predict expected annual results,
and may not be indicative of future performance.

Our effective tax rate was a provision of approximately 38% for the six
months ended June 30, 2001 and June 30, 2000.

Liquidity and Capital Resources

Net assets increased 21% to $10,194,805 at June 30, 2001 from $8,455,002
at December 31, 2000, attributable to income from operations and the unrealized
appreciation of non-controlled affiliate investments, as well as the private
placement of shares of the Companys common stock completed in June 2001.

Our primary source of liquidity and capital through June 30, 2001 was from
the issuance of common stock rather than income from operations. Our income
from operations consists primarily of the sale of technology rights for equity
securities rather than cash. In total, we have completed four private
placement transactions resulting in proceeds of $530,433 in 1998, $1,305,807 in
1999 and $375,617 in 2001. In 2000, we completed the Companys IPO with net
proceeds of $4,047,849. On June 30, 2001 the Company had $2,859,931 in cash
and cash equivalents and no notes payable to bank, as compared to December 31,
2000 with $3,952,280 in cash and cash equivalents and $39,975 in notes payable
to bank. Based upon our anticipated capital needs for operations, general
corporate purposes, and future research and development agreements with
universities to complete technology transfer transactions, management believes
that the net proceeds received from the IPO and recent private placement will
be sufficient to meet our funding requirements for the next 12 months.

On September 13, 2000 the Company secured a $150,000 revolving line of
credit with a local financial institution. Advances under the line of credit
would bear interest at the financial institutions prime rate. The line of
credit was due on demand and was secured by a pledge of a portion of our
investments in non-controlled affiliates and the personal guarantees of the
chief executive officer, a director and a shareholder. The Company paid the
note in full and cancelled the line during the period ended March 31, 2001.

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Investment Considerations

Our quarterly results could fluctuate.

The Companys quarterly operating results could fluctuate due to a number
of factors. These factors include the small number and range of values of the
transactions that are completed each quarter, the timing of the recognition of
unrealized gains and losses, the degree to which we encounter competition in
our markets, the volatility of the stock market as it relates to our unrealized
gains and losses, as well as other general economic conditions. As a result of
these factors, quarterly results are not necessarily indicative of the
Companys performance in future quarters.

Our investment model is speculative in nature and our history of
investments using the model is limited.

Our investment model is highly speculative since it involves making
investments in new development stage companies and having those companies
invest in new, untested technology. Furthermore, we have only been using our
investment model for a relatively short period of time and have little or no
historical information upon which to judge whether or not the model is
successful. We cannot assure you that our investment model will be successful
or that any of our investments will be successful.

Our portfolio companies are development stage companies dependent upon the
successful commercialization of new technologies. Each of our investments in
portfolio companies is subject to a high degree of risk and we may lose all of
our investment in a portfolio company if it is not successful.

We invest in development stage companies that our management believes can
benefit from our expertise in technology transfer. Development stage companies
are subject to all of the risks associated with new businesses. In addition,
our portfolio companies are also subject to the risks associated with research
and development of new technologies. These risks include the risk that new
technologies cannot be identified, developed or commercialized, may not work,
or are obsolete. Our portfolio companies must successfully acquire licenses to
new technologies, and in some cases further develop new technologies, and then
complete a merger transaction for our investments to be successful. We cannot
assure you that any of our investments in our portfolio companies will be
successful. Our portfolio companies will be competing with larger, established
companies, with greater access to, and resources for, further development of
these new technologies. In addition, for an investment to be successful, our
portfolio companies often must develop the technology and identify buyers who
are willing to acquire the technology, in exchange for their common stock or
other consideration. We cannot assure you that any of our portfolio companies
will be successful or that we will successfully sell our portfolio companies or
sell or relicense the technology rights held by our portfolio companies. We may
lose our entire investment in any or all of our portfolio companies.

Our portfolio companies depend upon the research and development
activities of universities, over which neither our portfolio companies nor we
have any control.

Our portfolio companies depend upon the research activities of
universities and government research facilities. Neither we, nor our portfolio
companies, have any control over the research activities of universities and
research laboratories. In addition, we have no control over what types of
research are presented to us by universities and government research facilities
for evaluation and commercial development. Further, the licenses to
technologies that our portfolio companies obtain may be non-exclusive. In the
event that we make an investment in a portfolio company, and we are unable to
locate a new technology to be acquired by the portfolio company, we could lose
our entire investment.

Technologies acquired by our portfolio companies may become obsolete
before we can sell the portfolio companies.

Neither our portfolio companies nor we have any control over the pace of
technology development. There is a significant risk that a portfolio company
could acquire the rights to a technology that is currently or is subsequently
made obsolete by other technological developments. We cannot assure you that
any of our portfolio companies will successfully acquire, develop and transfer
any new technology.

The patents on the technologies that our portfolio companies license may
infringe upon the rights of others and patent applications that the
universities have submitted may not be granted.

Many of our portfolio companies rely upon patents to protect the
technologies that they license. If the patents on technologies that they
license are found to infringe upon the rights of others, or are held to be
invalid, then the licenses to such technologies will

Page 17 of 25



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have little or no value to our portfolio companies. In addition, if a
patent licensed by a portfolio company is found to infringe upon the rights of
others, the portfolio company may be liable for monetary damages. Our portfolio
companies are dependent upon the universities or government research facilities
to file, secure and protect patents on licensed technologies. In the event that
a patent is challenged or violated, our portfolio companies may not have the
financial resources to defend the patent either in the preliminary stages of
litigation or in court. In addition, if our portfolio companies acquire
licenses to technologies with patents pending, we cannot assure you that such
patents will be granted.

Technologies that have been developed with funding from the United States
Government may have limits on their use which could affect the value of the
technology to a portfolio company.

Technologies developed with funds provided by the United States Government
have restrictions regarding where they may be sold and have limits on
exclusivity. A portfolio company that acquires a technology developed with
federal funding may be limited as to where it can sell the technology. The
technology may only be allowed to be sold, or manufactured within the United
States. In addition, under Section 23 of the United States Code, the Government
has the right to use technologies that it has funded regardless of whether the
technology has been licensed to a third party. Such regulations may limit the
marketability of a technology and therefore reduce the value of the technology
to our portfolio companies.

We may need to make additional investments in our portfolio companies to
provide them with capital to further develop technologies they license.

We may have to make additional investments in portfolio companies to
protect our initial investments. We retain the discretion to make any
additional investments as our management determines. The failure to make such
additional investments may jeopardize the continued viability of a portfolio
company and our initial (and subsequent) investments. Moreover, additional
investments may limit the number of companies in which we can make initial
investments. We have no established criteria in determining whether to make an
additional investment except that our management will exercise its business
judgment and apply criteria similar to those used when making the initial
investment. We cannot assure you that we will have sufficient funds to make any
necessary additional investments, which could adversely affect our success and
result in the loss of a substantial portion or all of our investment in a
portfolio company.

We may be unable or decide not to make additional investments in our
portfolio companies which could result in our losing our initial investment if
the portfolio company fails or having our ownership and control diluted if a
portfolio company seeks additional funds from third party investors.

Our agreement with the underwriters restricts the size of our investment
in any single portfolio company and, as a result, could prohibit an additional
investment in a portfolio company in the event that our initial investment
represented 10% or more of our assets. Even if we are able to make an
additional investment in a portfolio company within the prescribed limits, we
may elect not to make an additional investment in a portfolio company in order
to limit the size of our investment, which is at risk. It is also our policy
not to make loans to our portfolio companies, which in the aggregate exceed 25%
of our net assets. Therefore, if a portfolio company requires additional funds
to continue operating, and we cannot or choose not to make an additional
investment, our investment in the portfolio company may decline in value. In
addition, to the extent that a portfolio company seeks additional financing
from third parties, our ownership interest and control of the portfolio company
may be diluted.

The securities we hold in our portfolio companies are illiquid and we may
not be able to sell the portfolio company securities we hold for amounts equal
to their recorded value, if at all.

Our portfolio companies are all private entities and we acquire securities
in our portfolio company in private transactions. As a result, all of the
securities we hold in our portfolio companies are restricted securities, as
defined under the Securities Act and are subject to restrictions on resale.
Furthermore, we do not anticipate that a public market will exist for any of
the securities we hold in our portfolio companies. Therefore, any sale or other
transfer of the securities we hold in portfolio companies will be made in
private transactions and we cannot assure you that we will be able to sell our
portfolio company securities for amounts equal to the values that we have
ascribed to them.

We are dependent on merger transactions, structured as tax-free exchanges
to sell our portfolio companies. A change in the Internal Revenue Code
affecting tax-free exchanges could reduce our ability to sell our portfolio
companies.

We do not anticipate selling any of our portfolio companies, except in
connection with merger transactions. We anticipate that most, if not all, of
such merger transactions will be structured as tax-free exchanges under Section
368 of the Internal Revenue Code. If Section 368 were to be amended so that we
were no longer able to structure our merger transactions as tax free exchanges,

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we may not be able to sell our portfolio companies on commercially
reasonable terms. If we are unable to successfully sell a portfolio company in
a merger transaction, we may lose our investment.

We have been dependent on a small number of companies controlled by the
same investor group for the purchase of our portfolio companies. We have only
limited experience selling our portfolio companies and of the fourteen transactions
that we have completed, six have been to companies controlled by the same group
of investors.

As of June 30, 2001, we have completed only fourteen transactions,
including thirteen mergers and one stock sale, wherein we sold portfolio
companies to other companies and six of these sales have been made to companies
that are controlled by the same investor group. As a result, we have only had
the benefit and experience of negotiating such agreements with a small number
of investors. We cannot assure you that we will be able to successfully
negotiate merger transactions for the sales of our portfolio companies in the
future.

The agreements we have with universities do not guarantee that the
universities will grant licenses to our portfolio companies.

The agreements that we have entered into with universities provide us with
the ability to evaluate the commercial potential for technologies at an early
stage of development. These agreements however, do not provide us with any
guarantee that following our evaluation, a university will grant us a license.
As a result, we may expend time and resources evaluating a technology and not
be able to secure a license to such technology for one of our portfolio
companies.

We are exposed to significant asset concentration risk.

As of June 30, 2001, six out of the fourteen consummated transactions have
been with merger parties controlled by a similar group of investors. The
value of these investments represented approximately 16.2% of our total net
assets as of June 30, 2001.

We are dependent upon our managements ability to identify acquirers for
our portfolio companies.

Our investment strategy is based upon selling our portfolio companies in
stock for stock exchanges to public companies that wish to acquire the
technologies owned by our portfolio companies but which themselves may be
neither operating nor established. We do not expect to sell any portfolio
company securities to the public. Therefore, if we fail to identify an acquirer
for a portfolio company, we do not expect that we will be able to sell the
portfolio company securities to the public. Therefore, our entire investment in
the portfolio company could be lost.

We are dependent upon and have little or no control over the efforts of
companies that acquire our portfolio companies to successfully commercialize
the technologies they acquire.

When we sell a portfolio company, we receive common stock from the
acquiring company based upon the mutually agreed upon values of the portfolio
company, its licensed technology and the acquiring company. We then intend to
sell the securities that we acquire in exchange for our portfolio companies at
some time in the future. Therefore, our ability to profit from an investment in
a portfolio company is ultimately dependent upon the price we receive for the
shares of the acquiring company. In most cases, the companies that acquire our
portfolio companies will be dependent upon successfully commercializing the
technologies they acquire. We do not have control over the companies that
acquire our portfolio companies and we do not intend to provide them with
managerial assistance. These operating companies may face intense competition,
including competition from companies with greater financial resources, more
extensive research and development, manufacturing, marketing and service
capabilities and a greater number of qualified and experienced managerial and
technical personnel. They may face additional risks of product and
technological obsolescence and government regulation over which we will have
little or no control. They may need additional financing which they are unable
to secure and we are unable or unwilling to provide or they may be subject to
adverse developments unrelated to the technologies they acquire. We cannot
assure you that any of the companies that acquire our portfolio companies will
be successful or that we will be able to sell the securities we receive at a
profit or for sufficient amounts to even recover our initial investment in the
portfolio company.

The companies that have merged with our portfolio companies are
development stage companies and, as a result, the value of the securities that
we receive in such merger transactions is subject to significant fluctuations.

Historically we have merged, and we intend to continue to merge, our
portfolio companies with companies in related fields that are development stage
companies. As a result, the securities that we receive when we merge a
portfolio company are subject to all of the risks associated with securities of
development stage companies. The values of these securities may be subject to
significant

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fluctuations. We cannot assure you that when we sell these securities; we
will receive the value ascribed to the securities either at the time of
acquisition or during subsequent valuation periods.

Our investments in our portfolio companies may be concentrated in one or
more industries and if these industries should decline or fail to develop as
expected our investments will be subject to loss.

Our investments in our portfolio companies may be concentrated in one or
more industries. This concentration will mean that our investments will be
particularly dependent on the development and performance of those industries.
Accordingly, our investments may not benefit from any advantages, which might
be obtained with greater diversification of the industries in which our
portfolio companies operate. If those industries should decline or fail to
develop as expected, our investments in our portfolio companies in those
industries will be subject to loss.

Our investments in our portfolio companies are not made on a multi-tiered
basis and are subject to loss.

Substantially all of our portfolio companies are early stage companies. We
may make substantial investments in our portfolio companies to enable them to
conduct initial research, development and acquisition activities. These
investments are not made in companies at different stages of development and,
accordingly, our investments do not benefit from any advantages, which might be
obtained by making investments on a multi-tiered basis. We cannot assure you
that any or all of our portfolio companies will find or acquire new
technologies. If any or all of them do find or acquire new technologies, we
cannot give you any assurance that the portfolio companies will be able to find
suitable merger partners or other suitable purchasers of the technologies. As a
result, any or all of our portfolio companies may use the proceeds of our
investments to pay the costs and expenses of researching, developing or
acquiring technologies.

We generally receive equity securities of the companies that acquire our
portfolio companies, rather than cash. We record revenues from these
transactions; however, the securities that we receive will be subject to
restrictions on resale, which will limit our ability to sell these securities
and attain liquidity.

The securities that we receive in exchange for our portfolio companies
will be subject to restrictions on resale, which will limit our ability to sell
these securities.

As of June 30, 2001, all of the securities we have received in exchange
for our portfolio companies (with the exception of Lexon, Inc. are restricted
securities, as such term is defined under Rule 144. These shares are
restricted securities because they were issued in private transactions not
involving a public offering and may not be sold in the absence of registration
other than in accordance with Rule 144 under the 1933 Act or another exemption
from registration. As a result of such restrictions, our ability to sell or
otherwise transfer the securities will be limited. We cannot assure you that
we will be able to receive the recorded value of our portfolio company
securities in merger transactions.

We may not be able to merge our portfolio companies with publicly traded
entities and so we may receive non-publicly traded securities in exchange for
our portfolio companies. We may be required to sell the securities we receive
at a substantial discount to their appraised value if no public market exists.

At June 30, 2001, we have completed fourteen sales of portfolio companies.
Of these sales, eight have been to public companies, and the remainder have
been to non-public companies. We are substantially dependent upon the ability
of non-public acquirers of our portfolio companies to implement a plan, which
would facilitate a trading market for their securities, or other strategy,
which would allow for the potential sale of our ownership interest. In
addition, to the extent that we own more than 10% of an acquirers shares, we
may be deemed to be an affiliate of the acquirer which would limit our ability
to dispose of securities we receive for our portfolio companies. Further, our
ability to sell the securities we receive for our portfolio companies may be
limited by, and subject to, the lack of or limited nature of a trading market
for the securities and the volatility of the stock market as a whole. Such
limitations could prevent or delay any sale of our investments or significantly
reduce the amount of proceeds, if any, that might otherwise be realized
therefrom.

The values we place on our investments may not accurately reflect their
future value or the value that we will receive for them when we sell them.

At June 30, 2001 and December 31, 2000 respectively, equity securities
amounting to $9,542,693 or 93.6% of net assets, $5,949,582 or 70.4% of net
assets, respectively, have been valued at fair value as estimated by our Board
of Directors. As a general matter, restricted securities and securities without
an active trading market are more difficult to accurately value than
unrestricted, actively traded securities of public companies. Pursuant to the
requirements of the 1940 Act, the Board of Directors is responsible

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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 may consider valuation appraisals
provided by independent financial experts. See Determination of Net Asset
Value and our financial statements. If we were required to sell any of such
investments, there is no assurance that the fair value, as determined by the
Board of Directors, would be obtained. If we were unable to obtain fair value
for such investments, there would be an adverse effect on our net asset value
and on the price of our common stock.

Your ownership interest and the value of the shares of our common stock
may be diluted by the exercise of stock options and warrants we have granted or
may grant in the future.

We have adopted two stock option plans under which certain of our
employees, officers and directors may be granted options. As of June 30, 2001,
we have granted 322,000 options to purchase shares of our common stock to
certain officers and employees. We have also reserved an additional 428,000
shares of our common stock for issuance under our two stock option plans to key
employees and directors. In addition, we have issued warrants to the
underwriter, upon payment of the purchase price of $.0003 per warrant, to
purchase 100,000 shares of common stock at an exercise price of $9.90 per
share. The warrants expire on October 25, 2005. The issuance and sale of
these shares of common stock will dilute the ownership interest of investors
and may have an adverse effect on the price of our common stock.

We depend upon Clifford M. Gross and Uwe Reischl for our investment
decisions in portfolio companies.

We rely, and will continue to be substantially dependent upon, the
continued services of our management, principally our Chief Executive Officer
and Chairman of the Board, Clifford M. Gross, and our President Uwe Reischl.
Our management is responsible for the review of potential investments by and
the provision of advice to our portfolio companies regarding the acquisition of
technologies and additional research and development. We also depend upon our
managements key contacts with universities, to maintain our access to new
technologies, and their relationships with companies in the private sector in
order to effectuate the sale of our portfolio companies.

Any transactions we engage in with affiliates may involve conflicts of
interest.

The 1940 Act restricts transactions between the Company and any of our
affiliates, including our officers, directors or employees and principal
stockholders. In many cases, the 1940 Act prohibits transactions between such
persons and ourselves unless we first apply for and obtain an exemptive order
from the SEC. Delays and costs in obtaining necessary approvals may decrease or
even eliminate any profitability of such transactions or make it impracticable
or impossible to consummate such transactions. These affiliations could cause
circumstances that would require the SECs approval in advance of proposed
transactions by us in portfolio companies. Further, depending upon the extent
of our managements influence and control with respect to such portfolio
companies, the selection of the affiliates of management to perform such
services may not be a disinterested decision, and the terms and conditions for
the performance of such services and the amount and terms of such compensation
may not be determined in arms-length negotiations.

We have a limited amount of funds available for investment in portfolio
companies and as a result, our investments will lack diversification.

Based on the amount of our existing available funds, together with the
funds being realized from this offering, it is unlikely that we will be able to
commit our funds to investments in, and the acquisition of, securities of a
large number of companies. We intend to continue to operate as a
non-diversified investment company within the meaning of the 1940 Act.
Prospective investors should understand that our current investments are not,
and in the future may not be, substantially diversified. We will not be able to
achieve the same level of diversification as larger entities engaged in similar
venture capital activities. Therefore, our assets may be subject to greater
risk of loss than if they were more widely diversified, because the failure of
one or more of our limited number of investments could have a material adverse
effect on our financial condition.

We are subject to government regulations because of our status as a
business development company.

We have elected to be treated as a BDC under the Incentive Act, which
modified the 1940 Act. Although the Incentive Act relieves BDCs from compliance
with many of the provisions of the 1940 Act, the Incentive Act imposes on BDCs
greater restrictions on permitted types of investments. Moreover, the
applicable provisions of the 1940 Act impose numerous restrictions on our
activities, including restrictions on the nature of our investments and
transactions with affiliates. We cannot assure you that this legislation will
be interpreted or administratively implemented in a manner consistent with our
objectives and manner of operations.

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Upon approval of a majority of our stockholders, we may elect to withdraw
our status as a BDC. If we elect to withdraw our election, or if we otherwise
fail to qualify as a BDC, we may be subject to substantially greater regulation
under the 1940 Act. Compliance with such regulations would significantly
increase our costs of doing business.

We have a limited operating history upon which you can assess our
prospects and we are subject to the risks associated with any new business.

As a result of our short history of operations, we have only consummated
transactions with a very small number of companies. Therefore, there is little
historical information regarding our operations upon which you can base your
investment decision. In addition, we are subject to all of the business risks
and uncertainties associated with any new business enterprise. We cannot assure
you that our investment objective will be attained.

Our management has limited experience operating a business, and managing
and operating a business development company, and has little or no experience
in corporate finance and corporate mergers.

The members of our management have been engaged in the operation of our
business for a short period of time and so have limited experience. Some of our
directors and executive officers only have experience in science and research.
Furthermore, we commenced operations as a business development company in June
2000 and so our directors and executive officers have only had experience
operating a business development company since June 2000. In addition, our
management has had limited experience in the areas of corporate finance and
corporate mergers.

Our management has broad discretion in investing the proceeds from our
recent offering.

Subject to our fundamental policies, our management has broad discretion
in the application of the proceeds of our recent IPO. We intend to invest the
majority of the net proceeds of the IPO as either initial or additional
investments in our portfolio companies. Accordingly, purchasers of our
securities must rely on the ability of management in making portfolio
investments consistent with our objectives. Investors will not have the
opportunity to evaluate personally the relevant economic, financial and other
information that will be utilized by management in deciding whether or not to
make a particular investment.

There are no significant barriers to entry to our business and we expect
to face significant competition as new competitors enter the market.

We expect that if our investment model proves to be successful, our
current competitors in the technology transfer market may duplicate our
strategy and new competitors may enter the market. We compete against other
technology transfer companies, some of which are much larger and have
significantly greater financial resources than we do. In addition, these
companies will be competing with our portfolio companies to acquire
technologies from universities and government research laboratories. We cannot
assure you that we will be able to successfully compete against these
competitors in the acquisition of technology licenses, funding of technology
development or marketing of portfolio companies.

One of our current stockholders has significant influence over our
management and affairs.

Clifford M. Gross, our Chief Executive Officer and Chairman of the Board,
beneficially owns approximately 50% of our common stock. Therefore, Dr. Gross
will be able, among other things, to elect directors, change our investment
policies, and withdraw our election to operate as a BDC.

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ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS

There has been no material change in the qualitative and quantitative
disclosures about market risk since December 31, 2000.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

Not Applicable

Item 2. Changes in Securities and Use of Proceeds

Private Placement Memorandum

On June 5, 2001,the Company completed a private placement of 73,986
unregistered shares of its common stock. Schneider Securities, Inc acted as the
placement agent in connection with the private placement. The offering was only
made to accredited investors and was exempt from registration under Section
4(2) of the Securities Act of 1933. The aggregate offering price was $475,000
less broker commissions of $55,750 and other related Company costs of $43,633.
The net proceeds from the private placement, after paying selling fees and
expenses and the Companys offering costs, are to be used as working capital
for the Company, including investments in portfolio companies, either as
initial or additional investments.

Item 3. Defaults upon Senior Securities

Not Applicable

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

The Company held its annual meeting on June 8, 2001. The following
directors were elected to continue their terms as director:
Clifford M. Gross, Sam Reiber, Stuart Brooks, Kwabena Gyimah-Brempong,
Arthur Chapnik, Carl Nisser, David Michael. Each
Director received 3,179,868 votes for them. There were 2,000 votes
withheld.

The following were the other proposals that were brought for a vote at the
annual meeting:



| |  |  | To amendment the Companys Certificate of Incorporation so that its
indemnification provisions comply with the Investment Company Act of
1940. For the proposal was 3,173,268 votes, against were 2,100 votes,
and abstentions totaled 6,500.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |  |  | To eliminate the fundamental nature of the Companys investment
objective and policies. For the proposal were 2,471,897, against were
5,633, abstentions were 9,500, and not voted were 696,788.                                             
|
|
|
|
| |  |  | To ratify the selection of Ernst & Young, LLP as the Companys
independent accountants. For the proposal were 3,176,828, against were
2,540, abstentions were 2,500                                                                          

Item 5. Other Information

On June 28, 2001, the Board of
Directors of UTEK Corporation appointed John J. Micek III as a director to
replace David Michael who resigned on June 22, 2001.

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Item 6. Exhibits and Reports on Form 8-K

(a)  List of exhibits.

|        |  |                                                                                                                                                                                       
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a.      |  | The following exhibits are filed with this report or are
incorporated herein by reference to a prior filing, in accordance with
Rule 12b-32 under the Securities Exchange Act of 1934.
|       
|       
|       
|       
|3.(i)   |  | Certificate of Incorporation, dated July 6, 1999, as filed and
recorded with the Secretary of State of the State of Delaware on July
13, 1999.                                        
|       
|       
|       
|       
|3.(ii)  |  | Certificate of Amendment to Certificate of Incorporation, dated
October 14, 1999, as filed and recorded with the Secretary of State of
the State of Delaware on October 15, 1999.     
|       
|       
|       
|       
|3.(iii) |  | By-Laws of UTEK Corporation.                                                                                                                                                          
|       
|       
|       
|       
|3 (iv)  |  | Certificate of Amendment to Certificate of Incorporation,
dated October 14, 1999, as filed and recorded with the Secretary of
State of the State of Delaware on July 24, 2001.        
|       
|       
|       
|       
|4.1(4)  |  | Form of Representatives Warrant.                                                                                                                                                     
|       
|       
|       
|       
|4.2(5)  |  | Certificate of Merger of UTEK Corporation and UTEK LLC, dated October
18, 1999, as filed and recorded with the Secretary of State of the
State of Delaware on October 25, 1999.       
|       
|       
|       
|       
|4.3(6)  |  | Specimen Common Stock Certificate.                                                                                                                                                    

Item 6. Exhibits and Reports on Form 8-K  (Continued)

(b)  Reports on Form 8-K.

The Company filed a Current Report on Form 8-K on April 27, 2001 regarding the
disposition of Watermark Technologies, Inc.

The Company filed a Current Report on Form 8-K on June 12, 2001 regarding the
disposition of Micro Sensor Technologies, Inc.

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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: August 13, 2001 |  | Clifford M. Gross, CEO           
|                      |  |                                  
|                      |  | Name and Title                   
|                     
|Date: August 13, 2001 |  | Charles L. Pope, CFO             
|                      |  |                                  
|                      |  | Name and Title                   

EXHIBITS

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