UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549  2nd Amendment to Form 10K (Mark One)  xANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2008 or  oTRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period
from                   
                 to  Commission file number  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)  Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. oYesþNo  Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. oYesþNo  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  þ 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   o Accelerated filero  Non-accelerated filer  (Do not check if a smaller
reporting company) o  
Smaller reporting company  þ  Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).  oYes      þNo  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.  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).      EXPLANATORY NOTE  This
Amendment No.2 on Form 10-K/A to the Annual Report on Form 10-K for the year
ended December 31, 2008, of the Registrant which was filed with the Securities
Exchange Commission on March 31, 2009, and amended December 16, 2009, (the
Original Filing) is being filed to amend or include certain disclosures
contained in Item 9AT, Controls and Procedures.  As
a result of this Amendment No.2, the certifications pursuant to Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002, as filed as exhibits to the
Original Filing have been re-executed and re-filed as of the date of this
Amendment No. 2 on Form 10-K/A.  Except
for the Amendment described above, this Form 10-K/A does not modify or update
other disclosures in, or exhibits to, the Original Filing which are incorporated
by reference herein.  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.  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.  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.   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, CFO  Date January 29, 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

January 29, 2010

/s/ David Taylor

January 29, 2010Fortunato Villamagna, CEO, Director

Date

David Taylor, Secretary, Co-Chairman

Date/s/ Kenneth Liebscher

January 29, 2010

/s/ Howard Bouch

January 29, 2010Kenneth Liebscher, Co-Chairman

Date

Howard Bouch, Director

Date