UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10K


(Mark
One)





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





For the
fiscal year ended December 31,
2009


or





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




For the
      transition period from
            to








Commission file
number                                           333-141875





UTEC,
INC.


(Exact
name of registrant as specified in its charter)




NEVADA
            20-5936198State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization
            Identification
      No.)





7230 Indian Creek Ln. Ste
201, Las Vegas, NV 89149




(Address
of principal executive offices)





Registrant’s
telephone number, including area code (702)
336-0356





Securities
registered pursuant to Section 12(b) of the Act:





Title of
each class





Securities
registered pursuant to section 12(g) of the Act:





(Title of
class)














o Yes      x  No


Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


o Yes      x  No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934


during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports),


and (2)
has been subject to such filing requirements for the past 90 days.


YES x  NO o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.





o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.


Large
accelerated filer  oAccelerated filer o


Non-accelerated
filer  (Do not check if a smaller reporting company) o   Smaller
reporting company  x







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


x Yes      o No





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price


at which
the common equity was last sold, or the average bid and asked price of such
common equity,


as of the
last business day of the registrant’s most recently completed second fiscal
quarter.





Note.—If a determination as to
whether a particular person or entity is an affiliate cannot be made without
involving unreasonable effort and expense, the aggregate market value of the
common stock held by non-affiliates may be calculated on the basis of
assumptions reasonable under the circumstances, provided that the assumptions
are set forth in this Form.





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate the number of shares outstanding of each of the
registrant’s classes of common stock, as of
the latest practicable date.As of December 31, 2009, the
Company had 33,518,159 issued and outstanding shares of its common stock and
42,013 of its preferred stock.









DOCUMENTS
INCORPORATED BY REFERENCE





List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which


the
document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or information statement; and


(3) Any
prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of
1933. The listed documents should be clearly described for identification
purposes (e.g., annual report to security holders for fiscal year ended December
24, 1980).





FORWARD-LOOKING
STATEMENTS




Certain
of the statements made or incorporated by reference in this Form 10-K, including
those under “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and elsewhere in this report, may constitute
“forward-looking statements” within the meaning of, and subject to the
protections of, Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).




Forward-looking
statements include statements with respect to our beliefs, plans, objectives,
goals, targets, expectations, anticipations, assumptions, estimates, intentions
and future performance, and involve known and unknown risks, uncertainties and
other factors, many of which may be beyond our control, and which may cause the
actual results, performance or achievements of the Company, or the commercial
banking industry or economy generally, to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements.




All
statements other than statements of historical fact are statements that may be
forward-looking statements. You can identify these forward-looking statements
through our use of words such as “may,” “will,” “anticipate,” “assume,”
“should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,”
“continue,” “plan,” “target,” “point to,” “project,” “predict,” “could,”
“intend,” “target,” “potential,” and other similar words and expressions of the
future or otherwise regarding the outlook for the Company’s future business and
financial performance.




All
written or oral forward-looking statements that are made by or are attributable
to us are expressly qualified in their entirety by this cautionary notice. You
should not place undue reliance on any forward-looking statements, since those
statements speak only as of the date that they are made. We have no obligation
and do not undertake to publicly update, revise or correct any of the
forward-looking statements after the date of this report, or after the
respective dates on which such statements otherwise are made, whether as a
result of new information, future events or otherwise, except as may otherwise
be required by law.





PART
I




Item
1. Business.





General
Information





Except
for statements of historical fact, certain information in this document contains
“forward-looking statements” that involve substantial risks and uncertainties.
 You can identify these statements by forward-looking words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,”
“should,” “will,” ‘would,” or similar words.  The statements that contain
these or similar words should be read carefully because these statements discuss
our future expectations, contain projections of our future results of
operations, or of our financial position, or state other “forward-looking”
information.  UTEC, Inc. (“The Company”) believes that it is important to
communicate our future expectations to our investors.  However, there may
be events in the future that we are not able to accurately predict or control.
 Further, we urge you to be cautious of the forward-looking statements that
are contained in this Form 10-K because they involve risks, uncertainties and
other factors affecting our operations, market growth, service, products and
licenses.  These factors may cause our actual results to and achievements,
whether expressed or implied, to differ materially from the expectations we
describe in our forward-looking statements.  The occurrence of any of these
events could have a material adverse effect on our business, results of
operations and financial position.





Corporate
History





UTEC
INC., formerly Lyon Capital Venture Corp., is a Nevada corporation organized on
November 8, 1993 as a “For Profit” corporation for the purpose of engaging in
any lawful activity.  The Company was in the development stage through
December 31, 2006.  The year ended December 31, 2007, is the first
year during which the Company is considered an operating company and was no
longer considered in a development stage.  On January 10, 2007, the
Company purchased 100% of the shares of UTEC Corporation, Inc from Energetic
Systems Inc. LLC, for a total consideration of 22,500,000 of the Company’s par
value $0.001 common shares and 20,000 of the Company’s par value $0.001
preferred shares.  The Company also issued 2,525,000 common shares in
finder’s fees.





The
Company’s business was to offer state of the art testing and analysis to clients
worldwide.  The Company operated a chemical research and development
laboratory near Riverton, Kansas, which specialized in commercial explosives
development and analysis. The Company also operated a destructive test facility
near Hallowell, Kansas, which specializes in determining the detonating
characteristics of commercial explosives.





In 2007,
the Company licensed technology covering the use of cold plasma oxidizer
technology for the destruction of solid and liquid hazardous chemicals and
biological waste.  During 2007 and 2008, the Company worked to validate the
technology and prepare a business plan for its commercialization.









In April
2009, the Company divested its commercial explosives development, analysis,
testing and manufacturing business (“Legacy Business”) to eliminate the need to
inject new capital into the Company to support this business, and concentrate on
raising the funds necessary to commercialize its hazardous waste destruction
business in exchange for the 22,500,000 shares of its common stock originally
issued to Energetic Systems Inc. LLC .





Business
of Issuer





For more
than 30 years, the predecessor companies to the Company’s subsidiary have been
involved in the research and development of commercial explosive products used
by the construction, quarrying and mining industries in North America and
elsewhere in the world.  The legacy business of the company actually had
its start in the commercial explosives business of Gulf Oil Limited, and one of
the sites currently occupied by the Company is a former coal mine which was
mined by a subsidiary of Gulf Oil, and served as Gulf Explosives bulk truck
garage, etc.





The
Company operated three marketing units, all under the management of Dr.
Fortunato Villamagna, Managing Director and CEO.





1.
Energetic Materials, which includes the development and testing of commercial
explosives.





2.
Specialty Chemicals and Raw Materials, which distributes chemicals that are used
in commercial explosives; and





3.
Hazardous Chemicals and Biological Waste Destruction, a marketing unit that
utilizes a new patented technology for the destruction of biological waste and
other hazardous chemicals and military munitions.  This marketing unit is
commercializing the Cold Plasma Oxidizer Technology for the total and complete
destruction of solid and liquid hazardous chemicals and biological
waste.





In March
of 2007, the Company entered into an agreement with Ceramatec Inc., of Salt Lake
City, Utah, and licensed the world–wide exclusive rights to manufacture and
market a Waste Destruction System utilizing the Cold Plasma Oxidizer
Technology.





A
decision was made to sell the legacy business to Energetic Systems, Inc., LLC.,
and retain within the UTEC consolidated group the Ceramatec license and waste
destruction assets developed over the past two years.  This will minimize
the immediate cash requirements of the company.  The sale was completed on
April 26, 2009, effective as of April 1, 2009.  UTEC, Inc. and its wholly
owned subsidiary UTEC Corporation will continue as public companies, retaining
the assets of the waste destruction business.





Following
the sale, the companies do not have any significant operations to fund, but do
have some liabilities related to the purchase and development of the waste
destruction units that need to be satisfied within a few months of the sale of
the legacy business in order to continue as a going concern.  In addition,
UTEC Inc. needs to link up with a financial partner capable of funding the
business plan for the waste destruction business.  Management believes this
can be accomplished and has considering various options to acquire this funding,
but has not yet entered into an agreement to do so.










The
Hazardous Chemicals & Biological Waste Destruction business is developmental
and currently does not sell any units. In fact, the business will not sell these
units in the future but instead plans to lease them. The product names and trade
names will be disclosed once complete systems are ready for sale. The Company
anticipates these products entering the market in 2010.





On
September 2, 2009 the Company received a termination notice from Ceramatec that
this agreement was cancelled for non-performance.  The Company had issued
850,000 of its $.001 par value common shares to Ceramatec that Ceramatec could
sell starting two years from the date of the agreement.  These unregistered
shares were issued under section 4(2) of the Securities Act of 1933 as they were
transactions by an issuer not involving any public offering.  The
Company has received assurances that the 765,000 shares still held by Ceramatec
issued under this agreement will be returned to treasury.





On
October 1, 2009 the Company purchased 100% of the outstanding shares of C2R
Energy Commodities Inc for the issuance of 4,050,000 of the Company’s $0.001 par
value common shares. These unregistered shares were issued under section 4(2) of
the Securities Act of 1933 as they were transactions by an issuer not involving
any public offering.





On October 1, 2009, the Board of Directors asked Suresh
Subramanian to step down as President and  J. Curt Stafford to step
down as CFO of the Company pursuant to a condition of the Company’s agreement with CR2 Energy Commodities
Corp.  Effective October 1, 2009, theBoard of Directors
appointed Fortunato Villamagna President and CEO; Kenneth B. Liebscher as
Secretary and Howard Bouch as CFO.





C2R
Energy is a company with expertise in energetic materials, reactive chemical
intermediates, hazardous materials, bio-fuels and bio-energy handling systems.
The combined companies immediate goals include:


1)
              Commercializing
      a simple way for biodiesel plants to make their own methylate catalyst
      (aka: sodium methylate, sodium methoxide, methylate, alkoxide) on-site and
      on-demand, reducing raw material and processing
  costs.
 2)
              Commercializing
      a simple way to clean glycerin streams through in-line and on-demand
      removal of salts, improving the efficiency of production facilities and
      reducing costs.


In
addition, we can provide solutions for the use of crude glycerin, eliminating
the need for costly purification (capex) methods while maintaining attractive
pricing for the sale of the crude glycerin.


The Waste
Destruction Business provides commercial solutions for the processing of
hazardous chemical and biological waste in-house and on demand at customer
sites.  In considering the entire waste destruction business and analyzing
where the opportunities could be found, we concluded that competing in the
municipal, restaurant or household waste market where landfill costs dominate
the pricing structurewould not be
advantageous.  While costs using our system would have been lower than the
conventional collect-package-haul-landfill cycle, the greatest profit could be
made by allowing customers to destroy their own hazardous material streams
discretely and in-house.


The model for our waste destruction
segment is to provide customers with On-Site On-Demand Hazardous Waste
Destruction.


Hazardous Chemicals & Biological
Waste Destruction





Effective
February 1, 2007, the company entered into a License and Supply Agreement with
Ceramatec, Inc. of Salt Lake City, Utah (“License”) for a world wide exclusive
royalty-free license to practice Cermatec’s Gild Arc Plasma Oxidizer technology
for the destruction of solid and liquid hazardous chemicals and biological
waste.The license agreement with Ceramatec
gave the Company sole marketing and sales rights to this unique technology as it
related to the“hazardous waste
destruction”market segment. The Ceramatec
agreement was a simple licensing and supplies agreement, which stipulated that
in order to maintain exclusivity a minimum number of units must be ordered from
Ceramatec every year. The number for 2009 is two, and the number for 2010 is
four. If any of the conditions of the agreement are not met, the license reverts
to non-exclusive, but the Company retains all other rights.





On
September 30, 2009, this contract with Ceramatec was cancelled.  As of
September 30, 2009, the Company had not made any purchases from Ceramatec
against the minimum obligations for 2009, and the Company owed Ceramatec
$111,457 with respect to purchases during 2008 which is included in accounts
payable and accrued liabilities.





As the
conditions of the agreement were not met, the license reverted to non-exclusive,
but we retain all other rights.





The
Hazardous Chemicals and Biological Waste Destruction Business Unit provides
commercial solutions for the processing of chemical and biological wastes into
carbon dioxide and water.  The Company’s advanced waste treatment
technologies are suitable for a variety of industrial, hazardous, municipal, and
clinical waste streams..





Incineration,
the standard disposal method for solid hospital wastes, gives off carbon dioxide
and nitrogen containing gases that pollute the atmosphere.  Utilizing the
Company’s waste destruction technology provides a sophisticated waste management
program that addresses the need for waste destruction, while at the same time
avoiding the production of toxic by-products. Compact size, lightweight,
excellent environmental performance and ease of operation are among the many
advantages this technology offers.





The
Company’s methodology of destroying waste will provide for a unique, cost and
logistically effective method of solving this growing problem.
 Additionally, this technology can be considered as “green technology”,
when compared with traditional methods.









The added
potential of extracting useable work or energy when this technology is used in
the ‘exothermic’ mode (heat/energy is released) is an added benefit in that the
excess energy in the form of heat can be utilized within other facility
operations.





The
overall waste disposal/destruction industry is and has been a growth industry
for many years.  New and more rigorous regulations are coming into effect
each and every year.  The new and novel aspect of our particular method and
system of hazardous waste destruction has a number of specific advantages over
traditional methods:





1.
 Hazardous waste can be treated/dealt with “on-site”





2.
 Units are compact, requiring only a small footprint





3.
 Units can be scaled up or down depending upon the volume of material to be
destructed





4.
 The cost per unit is relatively inexpensive as compared to the material
being consumed or the cost of conventional removal/destruction





5.
 There is currently no direct competition that replicates this method of
hazardous waste destruction.





6.
 This method can be considered as “green” technology





7.
 Operational modes can include the extraction of energy (exothermic mode)
for use within other aspects of an industrial site.





The
Hazardous Chemicals and Biological Waste Destruction Marketing Unit provides
commercial solutions for the processing of chemical and biological wastes into
carbon dioxide and water.





As such,
costs of compliance with environmental laws, ongoing testing, and reporting
requirements will be borne by the customers who lease the company’s equipment.
Environmental costs to the company are limited to consulting activities the
company needs to undertake to provide its customers (who may not have
sophisticated in-house environmental groups) with regulatory guidelines required
by the state and federal authorities, plus testing during start-up and
commissioning. To date total consulting and testing costs have been less than
$10,000 for the past 18 months, and are not expected to materially impact
revenues in the future.




The
preferred method of sales and marketing the units will be to lease the units
themselves.  This is expected to be attractive to many customers in that
the initial monetary outlay is reduced.  Further, this approach affords an
ongoing close relationship between the end-use customers to ensure efficient use
of the system.




The lease
price will be a fee for each pound of waste material destroyed by the
unit.











Manufacturing
Highlights





Manufacturing
the Company’s Waste Disposal Units, which incorporates the Cold Plasma Oxidizer
technology will involve the supply of certain key parts by the Licensor, with
final fabrication and assembly by contract engineering fabricators according to
the Company’s specifications.  The Company’s engineers will provide actual
design, assembly specifications, manufacturing and customer installation
oversight.  The fabrication of the BETA waste destruction units is being
done in-house, with some off-the-shelf components being purchased from domestic
companies and some of the fabrication being outsourced to fabrication shops in
the Kansas area.





Item
1A. Risk Factors.





Not
Applicable





Item
1B. Unresolved Staff Comments.





None





Item 2.
Properties.




Our
offices are located at 7230 Indian Creek Lane, Ste 201, Las Vegas, NV 89149.
Currently, these facilities are provided to us by Ken Liebscher, a director and
officer, without charge, but such arrangement may be cancelled at anytime
without notice. Specific direct expenses incurred such as telephone and
secretarial services are charged back to Utec at cost.





Item
3. Legal Proceedings.





None





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





None





PART
II





Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity
Securities.





The
Company’s common stock trades on the Over-The-Counter Bulletin Board (OTC:BB)
under the symbol UTEI.  The following table shows the high and low trading
prices for the past two years.









2008
            
            
            2009High
            
            
            Low
            
            
            High
            
            
            LowQtr
      1
            
            
            0.45
            
            
            
            0.3
            
            
            
            0.20
            
            
            
            0.01Qtr
      2
            
            
            0.35
            
            
            
            0.32
            
            
            
            0.01
            
            
            
            0.01Qtr
      3
            
            
            0.25
            
            
            
            0.2
            
            
            
            0.01
            
            
            
            0.01Qtr
      4
            
            
            0.06
            
            
            
            0.06
            
            
            
            0.01
            
            
            
            0.01





We did
not make any dividend payments during the fiscal years ended December 31, 2009
or 2008 and have no plans to pay dividends in the foreseeable future.  We
did not repurchase any shares of our common stock during the fiscal year ended
December 31, 2009 or 2008.




Transfer
Agent: Empire Stock Transfer Co., 1859 Whitney Mesa Dr., Henderson, NV
89014




The
Company did not make any repurchases of its securities during the year ended
December 31, 2009.




Item
6. Selected Financial Data.





Not
Applicable





Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.





2007 was
the first year of operation for the Company, after it acquired the UTEC
Corporation from Energetic Systems Inc, LLC.  In 2007, the Company was
organized into three marketing units, Energetic Materials, Specialty Chemicals
and Raw Materials and Hazardous Chemicals and Biological Waste
Destruction.  The Company’s historical legacy business was primarily constituted by the first two
marketing units and almost exclusively within the commercial explosives
market.  Revenue comparisons are included from these two
activities.





The new
marketing unit, Hazardous Chemicals and Biological Waste Destruction was in a
development stage through June of 2009, and had no commercial
revenues.  Focus has been on licensing and validation of the Cold
Plasma Oxidizer technology, and on the development of the Company’s Waste
Destruction System, identification of potential markets, and preparation of its
business plan.  This business unit was structured in order to pursue
commercialization of Cold Plasma Oxidizer waste destruction systems during
2009.










During the latter part of 2008, the Directors and
Management conducted a review of the Company’s business prospects and concluded that the
legacy activities of UTEC Corporation were not sufficient to fund development
and commercialization of the waste destruction
business.  Consequently, the Directors and Management began exploring
various means to continue the growth of the business and fund the final
development and commercialization of the waste destruction technology licensed
from Ceramatec.  A decision was made to sell the legacy business to
Energetic Systems, Inc., LLC., and retain within the UTEC consolidated group the
Ceramatec license and waste destruction assets developed over the past two
years.  The effect of this will be to simplify and focus the activities of
the Company on the waste destruction business, eliminate the need to inject
additional cash required to fund the legacy business, and thereby make the
Company more attractive to potential lenders and investors.





The sale
was completed on April 26, 2009, with effect from April 1, 2009.  UTEC,
Inc. and its wholly owned subsidiary UTEC Corporation will continue as public
companies, retaining the assets of the waste destruction business.





On
September 2, 2009 the Company received a termination notice from Ceramatec that
this agreement was cancelled for non-performance.  The Company had issued
850,000 of its $.001 par value common shares to Ceramatec that Ceramatec could
sell starting two years from the date of the agreement.  These unregistered
shares were issued under section 4(2) of the Securities Act of 1933 as they were
transactions by an issuer not involving any public offering.  The
Company has received assurances that the 765,000 shares still held by Ceramatec
issued under this agreement will be returned to treasury.





On
October 1, 2009 the Company purchased 100% of the outstanding shares of C2R
Energy Commodities Inc for the issuance of 4,050,000 of the Company’s $0.001 par
value common shares. These unregistered shares were issued under section 4(2) of
the Securities Act of 1933 as they were transactions by an issuer not involving
any public offering





Revenues





Revenues
from continuing operations for the year ended December 31, 2009 were $-0.
 The Company divested all assets that generated revenue in the period ended
June 30, 2009 as part of the sale of the legacy business.





Expenses





Expenses
from continuing operations for the year ended December 31, 2009 and 2008 were
$1,021,592 and $3,462.  The majority of the remaining expenses are
composed of $601,250 and $-0- in compensation to officers of the Company for the
years ended December 31, 2009 and 2008, respectively.  The Company
also recorded a one-time write-down of its intangible assets of $121,242 during
the year ended December 31, 2009.





Discontinued
Operations





In April
2009, the Company sold its commercial explosives development, analysis, testing
and manufacturing business (“Legacy Business”) in a non-cash transaction to a
related party in exchange for stock in the Company totaling 22,500,000
shares.  The stock was cancelled in July of 2009.










A
breakdown of the loss associated with the discontinued is presented in the table
below.





For
      the
              Year
      Ended
              December
      31,
              2009
            
            
            For
      the
              Year
      Ended
              December
      31,
              2008Income
            
            $
            1,039,595
            
            
            $
            2,237,601Cost
      of Goods Sold
            
            
            353,544
            
            
            
            563,780Operating
      expenses
            
            
            376,401
            
            
            
            1,875,269Net
      Operating Income (Loss)
            
            
            309,650
            
            
            
            (201,448
            )Loss
      on disposal of assets
            
            
            (1,730,742
            )
            
            
            -Net
      loss
            
            $
            (1,421,092
            )
            
            $
            (201,448
            )





Intangible
Assets





Intangible
assets consist of the following at December 31, 2009 and December 31,
2008:





2009
            
            
            2008Patent
      rights
            
            $
            73,750
            
            
            $
            71,570Goodwill
            
            
            58,899
            
            
            
            -Impairment
      of Goodwill
            
            
            (58,899
            )
            
            
            -Accumulated
      amortization
            
            
            (11,407
            )
            
            
            (8,424
            )Impairment
      of intangible assets
            
            
            (62,343
            )
            
            
            -$
            -
            
            
            $
            63,146





The
Patent rights are based upon the contractual agreement between the Company and
Ceramatec, The Company is amortizing these Patent rights over 17
years.  On September 2, 2009 the contract with Ceramatec was cancelled
due to nonperformance.  Accordingly, the assets associated with the
contract were impaired and an impairment expenses was recorded.





Liabilities





The
Company’s liabilities primarily consist of current amounts payable or accrued to
trade creditors, and amounts owing to related parties for management fees,
expenses, and shared services.





Liquidity
and Capital Resources





As of December 31, 2009, the company had $9,453 cash on
hand.  During 2008 and 2009, cash flows from the legacy business,
supplemented with short-term borrowings from related parties, was used to
support the waste destruction business development program.  Following a
general business review at the end of 2008, management has determined that the
legacy business cannot support both its ongoing operations as well as the
development of the waste destruction business on its operations alone.  
Consequently, the board of directors, in consultation with management and major
shareholders, took the following step.In April 2009, the Company sold
its commercial explosives development, analysis, testing and manufacturing
business (“Legacy Business”) in a non-cash transaction to a related party in
exchange for stock in the Company totaling 22,500,000 shares.  The
stock was cancelled in July of 2009.











Item
7A. Quantitative and Qualitative Disclosures About Market Risk.





Not
applicable.





Item
8. Financial Statements and Supplementary Data.





The
Financial Statements are included at the end of the signature page.





Item
9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure.





None.





Item
9A(T). Controls and Procedures.





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we evaluated the
effectiveness of our disclosure controls and procedures in ensuring that the
information required to be disclosed in our filings under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission’s rules and
forms, including ensuring that such information is accumulated and communicated
to UTEC management as appropriate to allow timely decisions regarding required
disclosure. Based on this evaluation, management concluded that the Company’s
internal disclosure controls and procedures were not effective as of December
31, 2008, due to a lack of segregation of duties and not having an audit
committee.





Management’s Annual Report on Internal
Control Over Financial Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting.  Internal
control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934 as a process designed by,
or under the supervision of, the Company’s principal executive and principal
financial officers and effected by the Company’s board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.  The
Company’s internal control over financial reporting is supported by written
policies and procedures that:  (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company’s assets; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of the Company’s management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.










The
Company’s internal control system was designed to provide reasonable assurance
to the Company’s management and board of directors regarding the preparation and
fair presentation of published financial statements.  All internal control
systems, no matter how well designed, have inherent limitations which may not
prevent or detect misstatements.  Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
conducted an evaluation of the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2008.  In making this
assessment, management used the framework set forth in the report entitled
“Internal Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or (“COSO”).  The COSO framework
summarizes each of the components of a company’s internal control system,
including (i) the control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and (v) monitoring.  Based
on this evaluation, management concluded that the Company’s internal control
over financial reporting was not effective as of December 31, 2008, due to a
lack of segregation of duties and not having an audit committee.





Management
believes that this material weakness did not have an effect on our financial
results due primarily to the transparency of, ready access to and periodic
review of the bank accounts and bank statements by Management and Directors in
addition to the audit prepared by the auditor.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
 Management’s report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permits us to provide only management’s report in this
annual report.





Changes in Internal Control
over Financial Reporting





There was
no change in our internal controls over financial reporting that occurred during
the period covered by this report, that has materially affected, or is
reasonable likely to materially affect, our internal controls over financial
reporting.





Item
9B. Other Information.





None










PART
III





Item
10. Directors, Executive Officers and Corporate Governance.





The
names, ages, and respective positions of the directors, officers, and
significant employees of the Company are set forth below.





Name
            Position Held with
      the
              Company
            Age
            Date First
      Elected
              or
      AppointedFortunato
      Villamagna
            Chief
      Executive Officer and Managing Director
            48
            January
      12, 2007 to presentDavid
      Taylor
            Director
            64
            January
      12, 2007 to presentKenneth
      Liebscher
            Secetary
      and Director
            65
            July
      1, 2006 to presentHoward
      Bouch
            Chief  Financial
      Officer and Director
            64
            January
      12, 2007 to present





Fortunato
Villamagna, CEO & Managing Director.





Dr. Fortunato Villamagna, age
49, has over 25 years of domestic and international experience in the specialty
and bulk chemicals, capital equipment, bioenergy, aerospace and energetic
materials businesses. Dr. Villamagna holds a PhD in Chemistry and MBA in Global
Management, and has worked throughout North America, Europe, Australia and West
Africa.  From 2002 to 2006 Dr. Villamagna served as Vice President -
Business Development for American Pacific Corporation (AMPAC), a publicly listed
company with divisions and subsidiaries that manufacture active pharmaceutical
ingredients and registered intermediates, energetic products used primarily in
space flight, aerospace and defense systems, clean fire- extinguishing agents
and water treatment equipment. Dr. Villamagna joined UTEC Corporation in
2006.





Prior to
2002, Dr. Villamagna was the Vice President Technology, Americas and Europe for
Orica Inc., an Australian-owned, publicly listed global company, and global
leader in mining products and services. Prior to that Dr. Villamagna was the
Director of Bulk Delivered Products for Energetic Solutions, Inc., a part of UK
based ICI Explosive Inc.


Dr.
Villamagna also serves on the Board of directors of Lucky Boy Silver Corp. (OTC
BB SRVS).





David
P. Taylor, Director,





David Taylor, age 65, has held
a number of senior executive positions in the commercial explosives industry for
over thirty-seven years.  During this time he has, through his privately
held management companies based in Dallas, Texas and Calgary, Alberta, been both
an investor and a provider of enterprise and project management services and
strategic planning and implementation to entities engaged in the development,
manufacture, sale and distribution of commercial explosives and construction
equipment.










A
businessman and graduate of the now Ryerson University in Toronto in 1964, he
was the US and Canadian President and CEO of Orica Inc. (the North American
subsidiaries of Australian-based Orica, a global explosives company), from 1998
to 2001, the President of ICI USA Inc. (the US arm of ICI plc’s former worldwide
explosives business) from 1995 to 1998, and of several other privately-held
explosives and equipment distribution companies from 1970 to 1995.  In
addition, he has served on the boards of publicly traded insurance and resource
companies.  Since 2002, Mr. Taylor has served as CEO of Energetic Systems
Inc., LLC., a major shareholder in  the Company, and from January, 2006 he
has served on the Company’s board as a Director, and as Co-Chairman and
Corporate Secretary.




Kenneth
B. Liebscher, Director & Co-Chairman.





Ken Liebscher is a 67-year-old
international businessman with 38 years of securities and executive management
experience. Mr. Liebscher is a graduate of St. George’s School, Vancouver, B.C.
and also attended the University of British Columbia. In 22 years with the
world’s largest dental products manufacturer, Dentsply International Inc., Mr.
Liebscher held several positions culminating as the Manager of their West Coast
Division, headquartered in San Francisco California. Mr. Liebscher was recruited
by a major Europe based competitor, Ivoclar Liechtenstein to lead their entry
into the North American market and, within two years, became Executive Vice
President of Sales and Marketing and helped expand this company’s sales to
$300,000,000 US before retiring.





Mr.
Liebscher became a director of a publicly held company called E.T.C. Industries
Ltd. in 1992 and became President of its wholly owned subsidiary, THE ELECTRIC
CAR COMPANY and, in 1994, led a team that developed the MI 6 prototype electric
car from the ground up. Mr. Liebscher has served on the Board of Directors of
Belmont Resources Inc., listed on the TSX Venture Exchange (BEA.V) from 1992 to
October, 2009.  Mr. Liebscher also serves on the Board of directors of
Lucky Boy Silver Corp. (OTC BB SRVS).





Howard
Bouch, Director





Howard Bouch, age 64, is a
Private Practice Chartered Accountant with over 36 years of Public and Private
international experience. Mr. Bouch originally qualified as a Chartered
Accountant (English and Wales Institute) in 1968. Mr. Bouch joined Deloitte
& Co, Lusaka, Zambia from 1970 - 1972. Mr. Bouch joined Anglo American Corp,
Zambia working as Head Office Chief Accountant for Nchanga Consolidated Copper
Mines (world’s 2nd largest) from 1972 - 1976. In 1976 Mr. Bouch returned to the
UK and joined Babcock and Wilcox, Engineers, Nottinghamshire, England as Chief
Accountant for one of their subsidiaries. Mr. Bouch was Chief Accountant of a
private building firm in Cumbria, England from 1978 - 1984.  In 1984 Mr.
Howard Bouch established a Private Practice as a Chartered Accountant and
continues to provide professional services to Cumbrian firms to the present. Mr.
Bouch is a Director of Viavid Broadcasting Inc., a fully reporting, US Public
Company, trading on the Pink Sheets under the symbol (VVDB),, Director and CFO
of Utec, Inc. (UTEI) and also as Director and CFO of Black Hawk Exploration
Inc., (BHWX).








The
Officers and Directors have not been involved in legal proceedings that impair
their ability to perform their duties as Officers and
Directors.




Code
of Ethics




Effective
April 1, 2008, our company’s Board of Directors adopted a Code of Business
Conduct and Ethics that applies to, among other persons, our company’s CEO, CFO
and secretary (being our principal executive officer, principal financial
officer and principal accounting officer), as well as persons performing similar
functions. As adopted, our Code of Business Conduct and Ethics sets forth
written standards that are designed to deter wrongdoing and to
promote:





1.
            Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;


2.
            Full,
      fair, accurate, timely, and understandable disclosure in reports and
      documents that we file with, or submit to, the Securities and Exchange
      Commission and in other public communications made by
  us;


3.
            Compliance
      with applicable governmental laws, rules and
  regulations;


4.
            The
      prompt internal reporting of violations of the Code of Business Conduct
      and Ethics to an appropriate person or persons identified in the Code of
      Business Conduct and Ethics; and


5.
            Accountability
      for adherence to the Code of Business Conduct and Ethics. Our Code of
      Business Conduct and Ethics requires, among other things, that all of our
      company’s Senior Officers commit to timely, accurate and consistent
      disclosure of information; that they maintain confidential information;
      and that they act with honesty and
integrity.




In
addition, our Code of Business Conduct and Ethics emphasizes that all employees,
and particularly Senior Officers, have a responsibility for maintaining
financial integrity within our company, consistent with generally accepted
accounting principles, and federal and state securities laws. Any Senior Officer
who becomes aware of any incidents involving financial or accounting
manipulation or other irregularities, whether by witnessing the incident or
being told of it, must report it to our company. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
company’s Code of Business Conduct and Ethics by another.




Our Code
of Business Conduct and Ethics was filed with the Securities and Exchange
Commission on May 15, 2008 as an Exhibit to our Form10. We will provide a copy
of the Code of Business Conduct and Ethics to any person without charge, upon
request. Requests can be sent to: UTEC, Inc, 7230Indian Creek
Ln., Ste 201, Las Vegas, NV 89149




Item
11. Executive Compensation.





The
following charts include compensation and options received by all Officers and
Directors of the Company.










Officers
and Directors





Name
      and principal position
            Year
            
            Salary
              ($)
            
            
            Bonus
              ($)
            
            
            Stock
              Awards
              ($)
            
            Option
      Awards
            
            Option
      Value
              (Black-
              Scholes)
            
            Option
      Expiration
              Date
            
            Non-
              Equity
              Incentive
              Plan
              Compensation
              ($)
            
            
            Nonqualified
              Deferred
              Compensation
              Earnings
              ($)
            
            
            All
      Other
              Compensation
              ($)
            
            
            Total
              ($)Dr.
      Fortunato Villamagna, CEO
            2009
            
            
            0
            
            
            
            0
            
            
            
            0
            
            1,000,000
              @$0.01
              (2)
            
            $
            10,000
            
            5/1/2019
            
            
            0
            
            
            
            200,000
            
            
            
            0
            
            
            
            210,000
            (1)2008
            
            
            0
            
            
            
            0
            
            
            
            0
            
            250,000
      @ $0.25
              (3)
            
            $
            54,500
            
            3/26/13
            
            
            0
            
            
            $
            40,000
            (1)
            
            
            0
            
            
            
            94,500David
      Taylor
            2009
            
            
            0
            
            
            
            0
            
            
            
            0
            
            1,000,000
              @$0.01
              (2)
            
            
            10,000
            
            5/1/2019
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            10,000
            (1)2008
            
            
            0
            
            
            
            0
            
            
            
            0
            
            250,000
      @ $0.25
              (3)
            
            $
            54,500
            
            3/26/13
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            54,500Kenneth
      Liebscher
            2009
            
            
            
            
            
            
            
            
            
            
            
            
            1,000,000
              @$0.01
              (2)
            
            
            10,000
            
            5/1/2019
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            10,000
            (1)2008
            
            
            0
            
            
            
            0
            
            
            
            0
            
            250,000
      @ $0.25
              (((3)
            
            $
            54,500
            
            3/26/13
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            54,500Howard
      Bouch
            2009
            
            
            
            
            
            
            
            
            
            
            
            
            1,000,000
              @$0.01
              (2)
            
            
            10,000
            
            5/1/2019
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            10,000
            (1)2008
            
            
            0
            
            
            
            0
            
            
            
            0
            
            250,000
      @ $0.25
              (3)
            
            $
            54,500
            
            3/26/13
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            54,500




(1) Dr.
Fortunato Villamagna’s management company, Redstone Management Services LLC., is
entitled to $40,000 per year pursuant to a management contract, but has deferred
receiving this amount until a later date.


(2)On May 1, 2009 stock options totaling
5,650,000 of its $0.001 par value common stock to key employees, consultants and
officers and directors in a non-qualified stock option plan with a conversion
period of 10 years, at a conversion price of $0.01 for past fully completed
services.


(3)Effective March 26, 2008 the restricted
shares issued pursuant to the Employee Stock Ownership Plan dated January 11,
2007 were cancelled in their entirety, except for 16,000 which were misplaced by
the employee and will be cancelled in a timely manner.  The Plan has
since been rescinded.









OPTIONS





On March
29, 2009 stock options totaling 46,500,000 of its $0.001 par value common stock
to key employees, consultants and officers and directors in a non-qualified
stock option plan with a conversion period of 10 years, at a conversion price of
$0.01 for past fully completed services.  Using the Black-Scholes
method of valuing the options detailed above the options were valued using the
following assumptions:





FYE
      2009Expected
      volatility
            
            
            679.24
            %Expected
      dividends
            
            
            0.00Expected
      term (in years)
            
            
            10.00Risk-free
      rate
            
            
            3.21
            %





A summary
of the status of The Company’s non-vested stock options granted with this plan
as of September 30, 2009 is presented below:




Non-vested
      Options
            
            Options
              (000)
            
            
            Weighted-Average
              Grant-Date
      Fair
              ValueNon-vested
      at January 1, 2010
            
            $
            -
            
            
            $
            0.236Granted
            
            
            5,650
            
            
            
            0.006Vested
            
            
            5,650
            
            
            
            0.006Forfeited
            
            
            -
            
            
            
            -





For the
year ended December 31, 2009 and 2008 share based compensation expense of $-0-
and $-0- was recognized, respectively.





There are
no annuity, pension or retirement benefits proposed to be paid to officers,
directors, or employees of the corporation in the event of retirement at normal
retirement date pursuant to any presently existing plan provided or contributed
to by the corporation or any of its subsidiaries.





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





The
owners of 5% or more of the Shares, as well as the officers and directors who
own Shares as of December 31, 2009, are set forth in the following
chart:










Title
      of Class
            Name
      of Beneficial Owner
            Amount
      and
              Nature
      of
              Beneficial
      Owner
            Percent
      of
              ClassPreferred
      Stock
            Kenneth
      Liebscher, Secretary
              And
      Director
            10,000
            23.8%Preferred
      Stock
            Howard
      Bouch, CFO and Director
            Nil
            0%Preferred
      Stock
            David
      Taylor, Director
            10,000
            23.8%Preferred
      Stock
            Fortunato
      Villamagna, CEO, Managing Director
            10,000
            23.8%Preferred
      Stock
            All
      Officers and Directors as a group of Preferred Stock
            30,000
            71.40%Common
      Stock
            The
      Excalibur Group A.G.
            20,000,000
      (1)
            59.67%Common
      Stock
            Howard
      Bouch, CFO and Director
            Nil
            0%Common
      Stock
            Fortunato
      Villamagna, CEO and Managing Director
            Nil
            0%Common
      Stock
            David
      Taylor, Director
            Nil
            0%Common
      Stock
            Kenneth
      Liebscher, Secretary and Director
            Nil
            0%Common
      Stock
            All
      Officers and Directors as a group of Common Stock
            Nil
            0%





(1)The Excalibur Group A.G. is owned by Lionel R. Welch, 51A Dean St.,
Belize City, Belize C.A.





Item
13. Certain Relationships and Related Transactions, and Director
Independence.


Other
than as set forth in this Item 7, there are no relationships, transactions, or
proposed transactions to which the registrant was or is to be a party, in which
any of the named persons set forth in Item 404 of Regulation SK had or is to
have a direct or indirect material interest.





As indicated under Description of Business, the Company,
on January 10, 2007, entered into a purchase agreement with Energetic Systems
Inc., LLC. to purchase 100% of the shares of UTEC Corporation (“Energetic Purchase Agreement”).  Fortunato Villamagna, Director and CEO of the
Company and David P. Taylor, Director, Co-Chairman and Secretary of the Company,
are members of the Board of Executive Officers of Energetic Systems Inc., LLC.,
and together hold controlling equity interests in the holding companies that own
Energetic Systems Inc., LLC.  Under the terms of the Energetic Purchase
Agreement, Energetic Systems Inc. LLC. (ESI) was paid 22,500,000 Common Shares
and 20,000 Preferred Shares of the Company.In April 2009, the
Company sold its commercial explosives development, analysis, testing and
manufacturing business (“Legacy Business”) in a non-cash transaction to ESI in
exchange for stock in the Company totaling 22,500,000 common
shares.  The stock was cancelled in July of 2009.









On January 11, 2007, the Company entered into an
agreement with Redstone Management Services, a company owned by Dr. Fortunato
Villamagna, for the services of Dr. Villamagna as CEO of the Corporation.In April 2009, the Company sold its commercial explosives
development, analysis, testing and manufacturing business (“Legacy Business”) in
a non-cash transaction to a related party in exchange for stock in the Company
totaling 22,500,000 shares.  The stock was cancelled in July of
2009.





On
January 11, 2007, the Company entered into an agreement with Red Stone
Management Services, a company owned by Dr. Fortunato Villamagna, for the
services of Dr. Villamagna as CEO of the Corporation. Payments to Redstone under
this agreement are based on time actually spent on the business of the Company
by Dr. Villamagna, subject to a minimum annual fee of $40,000.  During the
twelve months ended December 31, 2007, the Company has incurred management fee
expense of $40,000 pursuant to this agreement, all of which is included in
Accounts Payable to Related Parties, at December 31, 2007.





During
the twelve months ended December 31, 2008, the Company has incurred management
fee expenses of $40,000 pursuant to this agreement, all of which is included in
Accounts Payable to Related Parties, at December 31, 2008.





On June
1, 2009, we cancelled the agreement with Redstone Management Services and
entered into an agreement with Dr. Villamagna personally to provide services to
us of the CEO, and Managing Director. Payments to Dr. Villamagna under this
agreement are based on time actually spent on the business of the Company by Dr.
Villamagna, subject to a minimum annual fee of $200,000.





From time
to time the Company enters into arrangements for the provision of services from
one or more of its Directors, or companies in which its Directors have a
financial interest.





The
company has chosen to adopt NASD’s definition of independent director.
  Under such definition, Howard Bouch qualifies as an independent
director.





Item
14. Principal Accounting Fees and Services.




On Nov.
2, 2009, the accounting firm of Sadler, Gibb & Associates, LLC was engaged
as the Registrant’s new independent registered public account firm. The Board of
Directors of the Registrant and the Registrant’s Audit Committee approved of the
disengagement of Seale and Beers, CPAs and the engagement of Sadler, Gibb &
Associates, LLC as its independent auditor.  Seale and Beers, CPAs had
never performed any work for the Company.





Seale and
Beers, CPA’s accountant’s report on the financial statements for either of the
past two years did not contain an adverse opinion or a disclaimer of opinion,
nor was it qualified or modified as to uncertainty, audit scope, or accounting
principles as Seale and Beers, CPA’s did not provide any financial
statements.









During
the registrant’s two most recent fiscal years and the subsequent interim period
through Nov. 2, 2009, there were no disagreements with Seale and Beers, CPAs
whether or not resolved, on any matter of accounting  principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Seale and Beers, CPAs satisfaction, would have caused
it to make reference to the subject matter of the disagreement in connection
with its report on the registrant’s financial statements.





For the
years ended December, 2008 and 2007, and through the date of this Form 10-K,
there have been no disagreements with Seale and Beers, CPAs  on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements if not resolved to Seale and
Beers, CPAs’  satisfaction would have caused them to make reference to
the subject matter of the disagreement in connection with their reports. For the
years ended December 30, 2008 and 2007, and through the date of this
Form    8-K, there were no “reportable events” as that term is described
in Item 304(a)(1)(v) of Regulation S-K.





The
Company has provided Seale and Beers with the disclosures it is making herein no
later than the day that the disclosures are filed with the Commission.  The
Company requested Seale and Beers to furnish it a letter addressed to the
Commission stating whether it agrees with the above statements and, if not,
stating the respects in which it does not agree.  The letter received from
Seale and Beers stating no disagreements was filed as a Form 8K November 12,
2009.





During
the years ended December 31, 2008 and 2007, and through November 2, 2009 (the
date Sadler Gibb & Associates LLC was appointed), the Company did not
consult Sadler Gibb & Associates with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company’s
Consolidated Financial Statements, or any other matters or reportable events as
defined in Item 304(a)(2)(i) and (ii) of Regulation S-K.


2008
            
            
            2009Audit
      Fees
            
            $
            45,650
            
            
            $
            16,700Audit
      Related Fees
            
            
            -
            
            
            
            2,760Tax
      Fees
            
            
            5,000
            
            
            
            800All
      Other Fees
            
            
            17,250
            
            
            
            870Total
            
            $
            69,908
            
            
            $
            21,130





Services
rendered by Sadler Gibb & Associates for the year ended December 31, 2009 in
connection with fees presented above were as follows:





● Audit fees
consist of fees for professional services provided in connection with the audit
of our consolidated financial statements, the review of our quarterly
consolidated financial statements and the audit of the effectiveness of our
internal control over financial reporting.










● All Other
Fees. For fiscal 2009, all Other Fees related to professional services provided
in conjunction with reviewing the Form 10Q, the selling of a subsidiary of the
Company or issues related to consolidation and restructuring.





POLICY ON
AUDIT COMMITTEE




Among its
other duties, the Audit Committee is solely responsible for the appointment,
compensation and oversight of the audit and permissible non-audit services
provided by our independent registered public accounting firm. Pursuant to the
Audit Committee’s charter, the Chairman of the Audit Committee has been
delegated responsibility to review and pre-approve audit and permissible
non-audit services to be provided by our independent registered public
accounting firm. The Chairman of the Audit Committee then reports such
pre-approvals to the full Audit Committee at its next regularly scheduled
meeting. In accordance with this pre-approval policy, management communicates,
on an ongoing basis, specific projects and categories of service for which the
advance approval of the Audit Committee is requested. The Audit Committee
Chairman reviews these requests and advises management whether the engagement of
the independent registered public accounting firm is approved. On a periodic
basis, management subsequently reports to the Audit Committee regarding the
actual spending for particular projects and in connection with categories of
services.




Management
is responsible for the financial reporting process, including the system of
internal controls, and for the preparation of consolidated financial statements
in accordance with accounting principles generally accepted in the United
States. The Company’s independent registered public accounting firm is
responsible for auditing those financial statements. The members of the Audit
Committee are not professionally engaged in the practice of accounting or
auditing and their functions are not intended to duplicate or to certify the
activities of management and the independent registered public accounting firm.
Rather, the members of the Audit Committee rely, without independent
verification, on the information provided to them and on the representations
made by management and the independent registered public accounting
firm.





Notwithstanding
anything to the contrary set forth in any of the Company’s previous or future
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, that might incorporate filings made by the Company,
including this proxy statement, in whole or in part, the following Audit
Committee Report shall not be deemed to be “soliciting material” or to be
incorporated by reference into any prior or future filings made by the
Company.





We have
reviewed and discussed with management the Company’s audited consolidated
financial statements as of and for the year ended December 31,
2009.




Based on
the reviews and discussions with the audit group, we have recommended to the
Board that the audited consolidated financial statements referred to above be
included in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2009.




Audit
Chairman
 
 Howard
Bouch









PART
IV





Item
15. Exhibits, Financial Statement Schedules.





Exhibits:


Exhibit
      No.
            Document
            Location3.1
            Articles
      of Incorporation
            Previously
      filed*3.2
            Articles
      of Amendment – Allwest
            Previously
      filed*3.3
            Articles
      of Amendment – Lyons Capital
            Previously
      filed*3.4
            Articles
      of Amendment – UTEC
            Previously
      filed*3.5
            Articles
      of Amendment – Share Increase
            Previously
      filed**3.6
            Bylaws
            Previously
      filed* (As Exhibit 3.5)10.1
            Stock
      Option Plan
            Included10.2
            Villamagna
      Management agreement
            Included14.1
            Code
      of Business Conduct and Ethics
            Previously
      filed*31.1
            Rule
      13a-41(a)/15d-14(a) Certificates
            Included32.1
            Section
      1350 Certifications
            Included





*Previously
filed on May 14, 2008 as exhibits to Form 10-12G.





SIGNATURES


Pursuant
to the requirements of Section 13 or 15(d) 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.





UTEC,
INC.




/s/
      Fortunato Villamagna
            /s/
      Howard BouchFortunato
      Villamagna, Director & CEO
            Howard Bouch,
      CFODate April 14,
      2010










Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





/s/
      Fortunato Villamagna
            
            April
      14, 2010
            
            /s/
      David Taylor
            
            April
      14, 2010Fortunato
      Villamagna, CEO, Director
            
            Date
            
            David
      Taylor, Director
            
            Date/s/
      Kenneth Liebscher
            
            April
      14, 2010
            
            /s/
      David Taylor
            
            April
      14, 2010Kenneth
      Liebscher, Secretary, Director
            
            Date
            
            Howard
      Bouch, CFO, Director
            
            Date









UTEC,
INC.





Comparative
Financial Statements and accompanying Notes





As
of December 31, 2009 and 2008









Table
of Contents




Financial
Statements




Consolidated
      Balance Sheets
            F-1Consolidated
      Statements of Operations
            F-2Consolidated
      Statements of Stockholders' Equity
            F-3Consolidated
      Statements of Cash Flows
            F-4Notes
      to Consolidated Financial StatementsOrganization
      and Summary of Significant Accounting Policies
            1Acquisitions
            4Property,
      Plant and Equipment
            5Operating
      Leases
            6Related
      Party Transactions
            6Intangible
      Assets
            7Earnings
      (Loss) Per Share
            8Income
      Taxes
            8Contractual
      Obligations
            9Employee
      Stock Plan
            10New
      Accounting Pronouncements
            14









UTEC,
INC.





AUDIT
REPORT OF INDEPENDENT ACCOUNTANTS


AND


CONSOLIDATED
FINANCIAL STATEMENTS





December
31, 2009 and 2008





UTEC,
INC.





TABLE
OF CONTENTS




PageAudit
      Report of Independent Accountants
              1Consolidated
      Balance Sheets – December 31, 2009 and 2008
              2Consolidated
      Statements of Operations for the Years Ended December 31, 2009 and
      2008
              3Consolidated
      Statements of Stockholder’s Equity for the Years Ended December 31, 2009
      and 2008
              4Consolidated
      Statements of Cash Flows for the Years Ended December 31, 2009 and
      2008
              5Notes
      to Consolidated Financial Statements
              6







Sadler,
Gibb & Associates, l.l.c.





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


UTEC,
Inc.


(A
Development Stage Company)





We have
audited the accompanying consolidated balance sheets of UTEC, Inc. (A
Development Stage Company) as of December 31, 2009, and the related consolidated
statements of operations, stockholders’ equity (deficit) and cash flows for the
year then ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.  The consolidated financial
statements of UTEC, Inc. as of December 31, 2008, were audited by other auditors
whose report dated March 31, 2009, expressed an unqualified opinion on those
statements.





We
conduct our audit in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of UTEC, Inc. (A Development
Stage Company) as of December 31, 2009, and the related consolidated statements
of operations, stockholders’ equity (deficit) and cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has not yet established an ongoing source of
revenue sufficient to cover its operating costs which raises substantial doubt
about its ability to continue as a going concern. Management’s plans concerning
these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





SADLER, GIBB AND ASSOCIATES, LLC





Salt Lake
City, UT


April 13,
2010




1


UTEC,
INC.
 CONSOLIDATED
BALANCE SHEETS
 (A
Development Stage Company)




December
      31,
                2009
              
              
              December
      31,
                2008ASSETSCURRENT
      ASSETSCash
      and cash equivalents
              
              $
              9,453
              
              
              $
              100Total
      Current Assets
              
              
              9,453
              
              
              
              100PROPERTY,
      PLANT AND EQUIPMENT, NET
              
              
              328,427
              
              
              
              111,457OTHER
      ASSETSIntangible
      assets, net
              
              
              -
              
              
              
              63,146Deferred
      tax asset
              
              
              -
              
              
              
              170,800Total
      Other Assets
              
              
              -
              
              
              
              233,946ASSETS
      FROM DISCONTINUED OPERATIONS, NET
              
              
              -
              
              
              
              1,678,016TOTAL
      ASSETS
              
              $
              337,880
              
              
              $
              2,023,519LIABILITIES AND STOCKHOLDERS’ EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
              
              $
              350,716
              
              
              $
              346,196Accrued
      salary
              
              
              200,000
              
              
              
              -Accounts
      payable to related parties
              
              
              80,535
              
              
              
              -Loan
      payable
              
              
              240
              
              
              
              -Total
      Current Liabilities
              
              
              631,491
              
              
              
              346,196TOTAL
      LIABILITIES
              
              
              631,491
              
              
              
              346,196STOCKHOLDERS’
      EQUITY (DEFICIT)Preferred
      stock - 1,000,000 authorized, $0.001 par value; 42,013 and 42,013 issued
      and outstanding, respectively
              
              
              42
              
              
              
              42Common
      stock - 74,000,000 authorized, $0.001 par value; 34,118,159 and 51,968,159
      issued and outstanding, respectively
              
              
              34,118
              
              
              
              51,968Additional
      paid-in capital
              
              
              2,639,115
              
              
              
              2,149,515Deficit
      accumulated during the development stage
              
              
              (2,966,886
              )
              
              
              (524,202
              )Total
      Stockholders’ Equity (Deficit)
              
              
              (293,611
              )
              
              
              1,677,323TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
              
              $
              337,880
              
              
              $
              2,023,519


2


UTEC,
INC.
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 (A
Development Stage Company)





From
      Inception
              on
      April 30 2009
              through
              December
      31,
              2009For
      the Year Ended
              December
      31,2009
            
            
            2008REVENUES
            
            $
            -
            
            
            $
            -
            
            
            $
            -COST
      OF SALES
            
            
            -
            
            
            
            -
            
            
            
            -GROSS
      MARGIN
            
            
            -
            
            
            
            -
            
            
            
            -OPERATING
      EXPENSESAmortization
      of deferred tax benefit
            
            
            170,800
            
            
            
            -
            
            
            
            170,800Impairment
      of intangible assets
            
            
            121,242
            
            
            
            -
            
            
            
            121,242General
      and administrative
            
            
            729,550
            
            
            
            3,462
            
            
            
            729,550Total
      Operating Expenses
            
            
            1,021,592
            
            
            
            3,462
            
            
            
            1,021,592LOSS
      FROM OPERATIONS
            
            
            (1,021,592
            )
            
            
            (3,462
            )
            
            
            (1,021,592
            )OTHER
      EXPENSEInterest
      expense
            
            
            -
            
            
            
            -
            
            
            
            -LOSS
      BEFORE TAXES
            
            
            (1,021,592
            )
            
            
            (3,462
            )
            
            
            (1,021,592
            )Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -NET
      LOSS FROM CONTINUING OPERATIONS
            
            
            (1,021,592
            )
            
            
            (3,462
            )
            
            
            (1,021,592
            )Net
      income (loss) from discontinued operations
            
            
            309,650
            
            
            
            (201,448
            )
            
            
            309,650Loss
      on disposal of discontinued operations
            
            
            (1,730,742
            )
            
            
            -
            
            
            
            (1,730,742
            )Loss
      from discontinued operations, net of income taxes
            
            
            (1,421,092
            )
            
            
            (201,448
            )
            
            
            (1,421,092
            )NET
      LOSS
            
            $
            (2,442,684
            )
            
            $
            (204,910
            )
            
            $
            (2,442,684
            )BASIC
      LOSS PER SHARE FROM CONTINUING OPERATIONS
            
            $
            (0.02
            )
            
            $
            (0.00
            )BASIC
      LOSS PER SHARE FROM DISCONTINUED OPERATION
            
            
            (0.03
            )
            
            
            (0.00
            )TOTAL
      BASIC LOSS PER SHARE
            
            $
            (0.05
            )
            
            $
            (0.00
            )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
            
            
            47,361,310
            
            
            
            52,538,590







3




UTEC,
INC.
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
 (A
Development Stage Company)


DeficitAdditional
            
            
            
            AccumulatedPreferred
      Stock
            
            Common
      Stock
            
            Paid-In
            
            Treasury
            
            During
      theShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Stock
            
            Development
      Stage
            
            TotalBalance,
      December 31, 2006
            
            22,013
            
            $
            22
            
            25,917,159
            
            $
            25,917
            
            $
            -
            
            $
            -
            
            $
            (33,951
            )
            $
            (8,012
            )Common
      stock issued for acquisition at $0.08 per share
            
            -
            
            
            -
            
            22,500,000
            
            
            22,500
            
            
            1,879,439
            
            
            -
            
            
            -
            
            
            1,901,939Common
      shares issued for finders fee at $0.001 per share
            
            -
            
            
            -
            
            2,525,000
            
            
            2,525
            
            
            -
            
            
            -
            
            
            -
            
            
            2,525Preferred
      shares issued for acquisition at $0.001 per share
            
            20,000
            
            
            20
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            20Common
      stock issued pursuant to employment stock grants at $0.06 per
      share
            
            -
            
            
            -
            
            1,914,000
            
            
            1,914
            
            
            105,487
            
            
            -
            
            
            -
            
            
            107,401Common
      shares issued for intangible assets at $0.08 per share
            
            -
            
            
            -
            
            850,000
            
            
            850
            
            
            70,750
            
            
            -
            
            
            -
            
            
            71,600Common
      shares issued for services at $0.45 per share
            
            -
            
            
            -
            
            50,000
            
            
            50
            
            
            22,450
            
            
            -
            
            
            -
            
            
            22,500Capital
      contribution by shareholder
            
            -
            
            
            -
            
            -
            
            
            -
            
            
            38,250
            
            
            -
            
            
            -
            
            
            38,250Net
      loss for the year ended December 31, 2007
            
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (285,341
            )
            
            (285,341
            )Balance,
      December 31, 2007
            
            42,013
            
            $
            42
            
            53,756,159
            
            $
            53,756
            
            $
            2,116,376
            
            
            -
            
            $
            (319,292
            )
            $
            1,850,882Cancelled
      share issued pursuant to employee stock grants
            
            -
            
            
            -
            
            (1,898,000
            )
            
            (1,898
            )
            
            (105,485
            )
            
            -
            
            
            -
            
            
            (107,383
            )Common
      stock issued for cash at $0.38 per share
            
            -
            
            
            -
            
            110,000
            
            
            110
            
            
            41,874
            
            
            -
            
            
            -
            
            
            41,984Option
      expense pursuant to employee option plan
            
            -
            
            
            -
            
            -
            
            
            -
            
            
            96,750
            
            
            -
            
            
            -
            
            
            96,750Net
      loss for the year ended December 31, 2008
            
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (204,910
            )
            
            (204,910
            )Balance,
      December 31, 2008
            
            42,013
            
            
            42
            
            51,968,159
            
            
            51,968
            
            
            2,149,515
            
            
            -
            
            
            (524,202
            )
            
            1,677,323Option
      expense pursuant to employee option plan
            
            -
            
            
            -
            
            -
            
            
            -
            
            
            401,250
            
            
            -
            
            
            -
            
            
            401,250Operational
      segment sold in exchange for common stock
            
            -
            
            
            -
            
            (22,500,000
            )
            
            (22,500
            )
            
            22,500
            
            
            -
            
            
            -
            
            
            -Common
      stock issued for purchase of subsidiary at $0.01 per share
            
            -
            
            
            -
            
            4,050,000
            
            
            4,050
            
            
            36,450
            
            
            -
            
            
            -
            
            
            40,500Common
      stock issued for cash at $0.05 per share
            
            -
            
            
            -
            
            600,000
            
            
            600
            
            
            29,400
            
            
            -
            
            
            -
            
            
            30,000Net
      loss for the year ended December 31, 2009
            
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,442,684
            )
            
            (2,442,684
            )Balance,
      December 31, 2009
            
            42,013
            
            $
            42
            
            34,118,159
            
            $
            34,118
            
            $
            2,639,115
            
            $
            -
            
            $
            (2,966,886
            )
            $
            (293,611
            )









4




UTEC,
INC.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (A
Development Stage Company)





From
      Inception
              on
      April 30 2009
              through
              December
      31,
              2009For
      the Year Ended
              December
      31,2009
            
            
            2008OPERATING
      ACTIVITIESNet
      loss
            
            $
            (2,442,684
            )
            
            $
            (204,910
            )
            
            $
            (2,442,684
            )Adjustments
      to Reconcile Net Loss to NetCash
      Used by Operating Activities:Depreciation
            
            
            312
            
            
            
            -
            
            
            
            312Amortization
      of intangibles
            
            
            2,803
            
            
            
            4,212
            
            
            
            2,803Employee
      option grants issued
            
            
            46,500
            
            
            
            96,750
            
            
            
            46,500Cancellation
      of employee stock option shares
            
            
            354,750
            
            
            
            (107,383
            )
            
            
            354,750Impairment
      of intangible assets
            
            
            121,242
            
            
            
            -
            
            
            
            121,242Deferred
      tax asset
            
            
            170,800
            
            
            
            (65,200
            )
            
            
            170,800Changes
      in operating assets and liabilities:Accounts
      payable to related parties
            
            
            280,535
            
            
            
            98,888
            
            
            
            280,535Accounts
      payable and accrued liabilities
            
            
            (16,365
            )
            
            
            -
            
            
            
            (16,365
            )Net
      Cash Used in Continuing Operating Activities
            
            
            (1,482,107
            )
            
            
            (177,643
            )
            
            
            (1,482,107
            )Net
      Cash Used in Discontinued Operating Activities
            
            
            1,678,016
            
            
            
            207,229
            
            
            
            1,678,016Net
      Cash Used in Operating Activities
            
            
            195,909
            
            
            
            29,586
            
            
            
            195,909INVESTING
      ACTIVITIESPurchase
      of property and equipment
            
            
            (216,556
            )
            
            
            (71,570
            )
            
            
            (216,556
            )Net
      Cash Used in Continuing Investing Activities
            
            
            (216,556
            )
            
            
            (71,570
            )
            
            
            (216,556
            )Net
      Cash Used in Discontinued Investing Activities
            
            
            -
            
            
            
            -
            
            
            
            -Net
      Cash Used in Investing Activities
            
            
            (216,556
            )
            
            
            (71,570
            )
            
            
            (216,556
            )FINANCING
      ACTIVITIESProceeds
      from common stock
            
            
            30,000
            
            
            
            41,984
            
            
            
            30,000Net
      Cash Provided by Continuing Financing Activities
            
            
            30,000
            
            
            
            41,984
            
            
            
            30,000Net
      Cash Used in Discontinued Financing Activities
            
            
            -
            
            
            
            -
            
            
            
            -Net
      Cash Used in Financing Activities
            
            
            30,000
            
            
            
            41,984
            
            
            
            30,000NET
      DECREASE IN CASH
            
            
            9,353
            
            
            
            -
            
            
            
            9,353CASH
      AT BEGINNING OF PERIOD
            
            
            100
            
            
            
            -
            
            
            
            100CASH
      AT END OF PERIOD
            
            $
            9,453
            
            
            $
            -
            
            
            $
            9,453SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Income
      taxes paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Interest
      paid
            
            
            -
            
            
            
            -
            
            
            
            -NON
      CASH FINANCING ACTIVITIESCommon
      stock issued for purchase of subsidiary
            
            $
            40,500
            
            
            $
            -
            
            
            $
            40,500Common
      stock cancelled
            
            
            20,500
            
            
            
            -
            
            
            
            20,500








5




UTEC, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009 and 2008




NOTE
1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Business
Activity


UTEC
INC., formerly Lyon Capital Venture Corp., is a Nevada corporation organized on
November 8, 1993 as a “For Profit” corporation for the purpose of engaging in
any lawful activity.  The Company was in the development stage through
December 31, 2006.  The year ended December 31, 2007, is the first
year during which the Company is considered an operating company and was no
longer considered in a development stage.  On January 10, 2007, the
Company purchased 100% of the shares of UTEC Corporation,
Inc.   In 2007, the Company licensed technology covering the use
of cold plasma oxidizer technology for the destruction of solid and liquid
hazardous chemicals and biologicals.  During 2007 and 2008, the Company
worked to validate the technology and prepare a business plan for its
commercialization.





In April
2009, the Company divested its commercial explosives development, analysis,
testing and manufacturing business to eliminate the need to inject new capital
into the Company to support this business, and concentrate on raising the funds
necessary to commercialize its hazardous waste destruction
business.  At this time, the Company re-entered the development
stage.





Prior to
the divestiture, the Company’s business was to offer state of the art testing
and analysis to clients worldwide.  The Company operated a chemical
research and development laboratory near Riverton, Kansas, which specialized in
commercial explosives development and analysis. The Company also operated a
destructive test facility near Hallowell, Kansas, which specialized in
determining the detonating characteristics of commercial
explosives.





On
October 1, 2009 the Company entered into an agreement to purchase 100% of the
outstanding shares of C2R Energy Commodities, Inc., a Nevada corporation, in
exchange for 4,050,000 shares of the Company’s restricted common
stock.  The Company wished to enter into this agreement as C2R owned
certain intellectual property that the Company wished to acquire.





Development Stage Company
Classification


Effective
April 30, 2009, the Company has re-entered the development stage.  The
Company divested its main revenue producing operations and since that date has
not achieved significant revenue from its principle operations.





Accounting
Method


The
Company’s financial statements are prepared using the accrual method of
accounting.  The Company has elected a December 31
year-end.





Estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.





6




UTEC, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009 and 2008




NOTE
1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)





Fair Value of Financial
Instruments


As at
December 31, 2009 and 2008, the fair value of cash and accounts and advances
payable, including amounts due to and from related parties, approximate carrying
values because of the short-term maturity of these instruments.





Cash and Cash
Equivalents


For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.  The Company at times may maintain a cash balance in excess
of insured limits.





Property, Plant and
Equipment


Property
and equipment are stated at cost.  Amortization is to be computed
using on a straight line basis over the estimated production life of the assets.
Major additions and improvements are capitalized in the month following the
month in which the assets or improvement are deemed to be placed in service.
Maintenance and repairs are expensed as incurred. Upon disposition, the net book
value is eliminated from the accounts, with the resultant gain or loss reflected
in operations. Depreciation expense is computed on a straight-line basis over
the estimate useful lives of the assets as follows:




Building and
      leasehold improvements:
            10-25
      yearsMachinery and
      equipment:
            10-15
      yearsFurniture and
      fixtures & transportation equipment:
            3-7
      years





The
Company periodically assesses the recoverability of property, plant and
equipment and evaluates such assets for impairment whenever events or changes in
circumstances indicate that the net carrying amount of an asset may not be
recoverable. Asset impairment is determined to exist if estimated future cash
flows, undiscounted and without interest charges, are less than the net carrying
amount.





Stock-based
compensation


The
Company adopted ASC 718 effective January 1, 2006 using the modified
prospective method. Under this transition method, stock compensation expense
includes compensation expense for all stock-based compensation awards granted on
or after January 1, 2006, based on the grant-date fair value estimated in
accordance with the provisions of ASC 718.





Provision for
Taxes


The
Company applies ASC 740, which requires the asset and liability method of
accounting for income taxes.  This method requires that the current or
deferred tax consequences of all events recognized in the financial statements
be measured by applying the provisions of enacted tax laws to determine the
amount of taxes payable or refundable currently or in future years. Deferred tax
assets are reviewed for recoverability and the Company records a valuation
allowance to reduce its deferred tax assets when it is more likely than not that
all or some portion of the deferred tax assets will not be
recovered.




7


UTEC, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009 and 2008




NOTE
1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)





The
Company adopted ASC 740, at the beginning of fiscal year 2008. This
interpretation requires recognition and measurement of uncertain tax positions
using a “more-likely-than-not” approach, requiring the recognition and
measurement of uncertain tax positions. The adoption of ASC 740 had no material
impact on the Company’s financial statements.








Basic Loss Per Share
            
            For
      the Year EndedDecember
      31, 2009
            
            
            December
      31, 2008Loss
      from continuing operations (Numerator)
            
            $
            (1,021,592
            )
            
            $
            (3,462
            )Loss
      from discontinued operations (Numerator)
            
            
            (1,421,092
            )
            
            
            (201,448
            )Shares
      (Denominator)
            
            
            47,361,310
            
            
            
            52,538,590Per
      share (continuing)
            
            
            (0.02
            )
            
            
            (0.00
            )Per
      share (discontinued)
            
            
            (0.03
            )
            
            
            (0.00
            )Per
      share (total)
            
            $
            (0.05
            )
            
            $
            (0.00
            )





The
computations of basic loss per share of common stock are based on the weighted
average number of shares outstanding at the date of the financial
statements.





Recent Accounting
Pronouncements


In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset de-recognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the
Company.





In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The Company
does not expect the provisions of ASU 2010-01 to have a material effect on the
financial position, results of operations or cash flows of the
Company.




8




UTEC, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009 and 2008




NOTE
1:  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)





Recent Accounting
Pronouncements (Continued)





In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities. This Accounting Standards Update
amends the FASB Accounting Standards Codification for Statement 167. The Company
does not expect the provisions of ASU 2009-17 to have a material effect on the
financial position, results of operations or cash flows of the
Company.





In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166. The Company does not expect the provisions of ASU 2009-16 to
have a material effect on the financial position, results of operations or cash
flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1. The Company does not expect the provisions
of ASU 2009-15 to have a material effect on the financial position, results of
operations or cash flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software Elements. This
update changed the accounting model for revenue arrangements that include both
tangible products and software elements. Effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted. The Company does not expect
the provisions of ASU 2009-14 to have a material effect on the financial
position, results of operations or cash flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP. This amendment has eliminated that residual method of allocation.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-13 to have a
material effect on the financial position, results of operations or cash flows
of the Company.





9




UTEC, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009 and 2008




NOTE
1:  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)





Recent Accounting
Pronouncements (Continued)





In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after December 15, 2009. Early
application is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the provisions of
ASU 2009-12 to have a material effect on the financial position, results of
operations or cash flows of the Company.





In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) “Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance” (“EITF 09-1”). The
provisions of EITF 09-1, clarifies the accounting treatment and disclosure of
share-lending arrangements that are classified as equity in the financial
statements of the share lender. An example of a share-lending arrangement is an
agreement between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to enter
into equity derivative contracts with investors. EITF 09-1 is effective for
fiscal years that beginning on or after December 15, 2009 and requires
retrospective application for all arrangements outstanding as of the beginning
of fiscal years beginning on or after December 15, 2009. Share-lending
arrangements that have been terminated as a result of counterparty default prior
to December 15, 2009, but for which the entity has not reached a final
settlement as of December 15, 2009 are within the scope. Effective for
share-lending arrangements entered into on or after the beginning of the first
reporting period that begins on or after June 15, 2009. The Company does not
expect the provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.





NOTE
2 - GOING CONCERN ASSUMPTION





The
Company’s financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business.  However, the Company does not have
significant cash or other current assets, nor does it have an established source
of revenues sufficient to cover its operating costs and to allow it to continue
as a going concern which raises substantial doubt regarding its ability to
continue as a going concern.





In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.




10




UTEC, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009 and 2008




NOTE
2 - GOING CONCERN ASSUMPTION (CONTINUED)





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations.  The accompanying
financial statements do not include any adjustments that may be necessary if the
Company is unable to continue as a going concern.





NOTE
3 – RELATED PARTY TRANSACTIONS





During
the year ended December 31, 2009, the Company has borrowed $80,535 from a
related party to fund continuing operations.  This note bears no
interest, is due on demand and in uncollateralized.





On June
1, 2009 the Company entered into an employment agreement with its
CEO.  Under the agreement, the Company has agreed to pay $200,000 per
year and a bonus of up to 50% of the annual pretax earnings before depreciation
and amortization, subject to a maximum of $100,000.  As of December
31, 2009, the Company has accrued $200,000 of salary in conjunction with this
agreement.  Unpaid salary does not accrued interest.





NOTE
4 - INTANGIBLE ASSETS





Intangible
assets consist of the following at December 31, 2009 and December 31,
2008:





2009
            
            
            2008Patent
      rights
            
            $
            73,750
            
            
            $
            71,570Goodwill
            
            
            58,899
            
            
            
            -Impairment
      of Goodwill
            
            
            (58,899
            )
            
            
            -Accumulated
      amortization
            
            
            (11,407
            )
            
            
            (8,424
            )Impairment
      of intangible assets
            
            
            (62,343
            )
            
            
            -$
            -
            
            
            $
            63,146





As of
December 31, 2009 and 2008, the Company has recognized $2,803 and $4,212 in
amortization expense, respectively.  The patent rights are based upon
the contractual agreement between the Company and Ceramatec, as described in
Note 4.  On September 2, 2009 the contract with Ceramatec was
cancelled due to nonperformance.  Accordingly, the assets associated
with the contract were impaired and an impairment expenses was recorded as
detailed in Note 7.





Effective
February 1, 2007, the Company entered into a License and Supply Agreement with
Ceramatec, Inc. of Salt Lake City, Utah for a world-wide exclusive royalty-free
license to practice Cermatec’s Gild Arc Plasma Oxidizer technology for the
destruction of solid and liquid hazardous chemicals and
biologicals.




The
Company recognized an intangible asset associated with this license and
patent.  On September 2, 2009, this contract with Ceramatec was
cancelled due to non-performance.  In conjunction with the
cancellation of the contract, management has evaluated the intangible asset for
impairment and has determined that with no contract in place, the asset no
longer has an economic value to the Company.  Accordingly, the Company
has impaired the entire carrying value of the asset and recognized an impairment
of intangible asset expense of $60,343.





11




UTEC, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009 and 2008
 
 NOTE
5 - PROPERTY AND EQUIPMENT





Property
and equipment are stated at cost.  Depreciation is computed over the
estimated life of the assets. Depreciation expense for the years ended December
31, 2009 and 2008 amounted to $312 and  $-0-,
respectively.  Gains from losses on sales and disposals are included
in the statements of operations.  Maintenance and repairs are charged to expense as
incurred.  As of December 31, 2009 and 2008 property and equipment
consisted of the following:





2009
            
            
            2008Office
      equipment
            
            $
            3,740
            
            
            $
            -Machinery
      & equipment
            
            
            216,556
            
            
            
            -Construction
      in progress
            
            
            111,457
            
            
            
            111,457Accumulated  depreciation
            
            
            (3,326
            )
            
            
            -Total
            
            $
            328,427
            
            
            $
            111,457





NOTE
6 - COMMON STOCK





The
Company has 1,000,000 preferred shares authorized at a par value of $0.001 and
74,000,000 common shares authorized at par value of $0.001.  As of
December 31, 2009 the Company has 42,013 shares of preferred stock and
34,118,159 shares of common stock issued and outstanding.  The
following is a list of all sales of common the Company’s common stock for the
year ended December 31, 2009 and 2008:





In March
2008, the Company cancelled 1,898,000 shares issued as part of the employees’
stock plan.





During
February and April of 2008 the Company sold a total of 110,000 shares of common
stock at an average price of $0.38 per share for total proceeds of
$41,984.





In April
2009, the Company sold its commercial explosives development, analysis, testing
and manufacturing business in a non-cash transaction to a related party in
exchange for stock in the Company totaling 22,500,000 shares.  The
stock was cancelled in July of 2009.





On
October 10, 2009, the Company issued 4,050,000 shares of restricted common stock
in exchange for all the shares issued and outstanding of C2R Energy Commodities
Inc. valued at $0.01 per share.





On
October 20, 2009 the Company sold 600,000 shares of restricted common stock for
$0.05 per share for total proceeds of $30,000.





NOTE
7 – ACQUISITION





On
October 1, 2009 the Company entered into an agreement to purchase 100% of the
outstanding shares of C2R Energy Commodities, Inc., a Nevada corporation in
exchange for 4,050,000 shares of the Company’s restricted common
stock.




12





UTEC, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009 and 2008
  NOTE
7 – ACQUISITION (CONTINUED)





As part
of this transaction, the Company recognized a purchase price of $40,500, which
comprised of the following components:




Property,
      plant and equipment, net
            
            $
            725Intangible
      assets
            
            
            2,000Goodwill
            
            
            58,899Net
      liabilities acquired
            
            
            (21,124
            )Purchase
      price
            
            $
            40,500





On
December 31, 2009, the Company evaluated the carrying value of its intangible
assets, including goodwill.  Due to the Company’s current net loss
position and uncertainty of cash flow, the Company impaired all intellectual
property and goodwill.  This resulted in an impairment expense of
$58,899.





NOTE
8 – DISCONTINUED OPERATIONS





In April
2009, the Company sold its commercial explosives development, analysis, testing
and manufacturing business in a non-cash transaction to a related party in
exchange for stock in the Company totaling 22,500,000 shares.  The
stock was cancelled in July of 2009.  A breakdown of the loss
associated with the discontinued operations is presented in the table
below.





For
      the
              Year
      Ended
              December
      31,
              2009
            
            
            For
      the
              Year
      Ended
              December
      31,
              2008Income
            
            $
            1,039,595
            
            
            $
            2,237,601Cost
      of Goods Sold
            
            
            353,544
            
            
            
            563,780Operating
      expenses
            
            
            376,401
            
            
            
            1,875,269Net
      Operating Income (Loss)
            
            
            309,650
            
            
            
            (201,448
            )Loss
      on disposal of assets
            
            
            (1,730,742
            )
            
            
            -Net
      loss
            
            $
            (1,421,092
            )
            
            $
            (201,448
            )





NOTE
9 - CONTRACTUAL OBLIGATIONS





Effective
February 1, 2007, the company entered into a License and Supply Agreement with
Ceramatec, Inc. of Salt Lake City, Utah (“License”) for a world-wide exclusive
royalty-free license to practice Cermatec’s Gild Arc Plasma Oxidizer technology
for the destruction of solid and liquid hazardous chemicals and biologicals.
 The agreement continues to the full end of the term or terms for which
patent rights held by Ceramatec and related to the technology have not
expired.





In
connection with the agreement, the Company granted 850,000 shares of its Common
Stock to Ceramatec.  Subject to any Securities and Exchange Commission
regulations, Ceramatec may sell its stock starting two years from the Effective
Date of the agreement. The Ceramatec agreement provided for (i) a license to the
technology, (ii) support with the technology and (iii) a supply agreement with
Ceramatec in exchange for the shares provided.





13





UTEC, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009 and 2008


NOTE
9 - CONTRACTUAL OBLIGATIONS (CONTINUED)





The
shares to Ceramatec were provided for item (i), the license. The support and
supply agreement (i & ii) were included in the supply agreement and payments
made to Ceramatec to purchase the equipment and units specified in the
agreement.





During
the term of the License, the Company was obligated to purchase plasma oxidizer
units from Ceramatec in order to maintain exclusivity under the license
agreement. The Company’s minimum obligations under this purchase arrangement are
$100,000 in 2008, $200,000 in 2009 and $600,000 for each remaining year of the
agreement. If the minimum purchase requirement is not met for any year, the
license grant of this agreement shall automatically convert from exclusive to
nonexclusive for the remainder of the term of the agreement.





On
September 30, 2009, this contract with Ceramatec was cancelled.  As of
September 30, 2009, the Company had not made any purchases from Ceramatec
against the minimum obligations for 2009, and the Company owed Ceramatec
$111,457 with respect to purchased equipment during 2008 which is included in
accounts payable and accrued liabilities.





NOTE
10 - EMPLOYEE STOCK PLAN





Effective
March 26, 2008 the restricted shares issued pursuant to the Employee Stock
Ownership Plan dated January 11, 2007 were cancelled in their entirety, except
for 16,000 which were misplaced by the employee and are to be cancelled in a
timely manner.  The Plan has since been rescinded.





In its
place each employee signed an Employee Stock Option Plan dated March 26, 2008.
The plan contained no provision for vesting and each employee could exercise
their rights to purchase shares at the strike price of $0.25 on the plan date.
 The unexercised options originally terminated at the end of five years or
upon the employee being terminated from the Company, whichever was
earlier.  During 2009, this plan was cancelled and all options issued
pursuant to it were cancelled in their entirety.  No plan was adopted
in its place.  In conjunction with this cancellation, the Company
followed the provisions of ASC 718-35-9 and recorded the remaining $354,750 of
unamortized expense associated with these options, which was recorded as part of
General & Administrative Expense.





On March
29, 2009 stock options totaling 4,650,000 of its $0.001 par value common stock
to key employees, consultants and officers and directors in a non-qualified
stock option plan with a conversion period of 10 years, at a conversion price of
$0.01 for past fully completed services.  Using the Black-Scholes
method of valuing the options detailed above, the options were valued using the
following assumptions:





FYE
      2009Expected
      volatility
            
            
            679.24
            %Expected
      dividends
            
            
            0.00Expected
      term (in years)
            
            
            10.00Risk-free
      rate
            
            
            3.21
            %




14




UTEC, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009 and 2008
  NOTE
10 – EMPLOYEE STOCK PLAN (CONTINUED)




These
values used in the Black-Scholes model yield a total compensation expense of
$46,500 which was recognized immediately and is recorded as part of General
& Administrative expense.  A summary of the status of the
Company’s non-vested stock options as of December 31, 2009 is presented
below.




Wtd.
      Avg.Grant
      DateNon-Vested
      Options
            
            Options
            
            
            Fair
      ValueNon-vested
      January 1, 2009
            
            
            -
            
            
            $
            0.00Granted
            
            
            46,500,000
            
            
            
            0.01Vested
            
            
            46,500,000
            
            
            
            0.01Forfeited
            
            
            -
            
            
            
            0.00Non-vested
      December 31, 2009
            
            
            -
            
            
            $
            0.00





NOTE
11 – INCOME TAXES





No
provision has been made in the financial statements for income taxes because the
Company has accumulated losses from operations since inception.  Any
deferred tax benefit arising from the operating loss carried forward is offset
entirely by a valuation allowance since it is currently not likely that the
Company will be significantly profitable in the near future to take advantage of
the losses.  The provision for income taxes consists of the
following:





Years
      Ended December 31,2009
            
            
            2008Current
      taxes
            
            $
            (952,647
            )
            
            $
            (79,915
            )Stock
      compensation expense
            
            
            156,488
            
            
            
            (4,147
            )Accrued
      salaries
            
            
            78,000Impairment
      of intangible assets
            
            
            47,284
            
            
            
            -Impairment
      of tax asset
            
            
            66,612
            
            
            
            -Valuation
      allowance
            
            
            604,263
            
            
            
            84,062Total
      provision for income taxes
            
            $
            -
            
            
            $
            -




The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended December 31, 2009 and 2008 due to
the following:





15




UTEC, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009 and 2008
  NOTE
11 – INCOME TAXES (CONTINUED)





Years
      Ended December 31,2009
            
            
            2008Loss
      carryforwards (expire through 2029)
            
            $
            1,157,086
            
            
            $
            204,439Stock
      compensation expense
            
            
            (203,635
            )
            
            
            (47,499
            )Accrued
      salaries
            
            
            (78,000
            )Impairment
      of intangible assets
            
            
            (47,284
            )
            
            
            -Impairment
      of tax assest
            
            
            (66,612
            )
            
            
            -Total
      Gross Deferred Tax Asset
            
            
            761,555
            
            
            
            156,940Valuation
      allowance
            
            
            (761,555
            )
            
            
            (156,940
            )Net
      Deferred Tax Assets
            
            
            -
            
            
            
            -Deferred
      Tax Liabilities
            
            
            -
            
            
            
            -Net
      Deferred Taxes
            
            $
            -
            
            
            $
            -




At
December 31, 2009, the Company had net operating loss carry forwards of
approximately $2,151,801 that may be offset against future taxable income
through 2030.  The Company adopted the provisions of ASC 740 at the
beginning of fiscal year 2008. As a result of this adoption, the Company has not
made any adjustments to deferred tax assets or liabilities. The Company did not
identify any material uncertain tax positions on returns that have been filed or
that will be filed. The Company has not had operations resulting in net income
and is carrying a large Net Operating Loss as disclosed above.  Since it is
not thought that this Net Operating Loss will ever produce a tax benefit, even
if examined by taxing authorities and disallowed entirely, there would be no
effect on the financial statements.





NOTE
12 - SUBSEQUENT EVENTS





In
accordance with ASC 855-10, Company management reviewed all material events
through the date of this report, and there are no material subsequent events to
report.