UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.

FORM 10-Q
Amendment No.
2  (Mark One)x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31,
2009TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACTFor the transition period from toCommission file number 333-141875UTEC, INC.(Exact name of Registrant as
specified in its charter)  NEVADA
20-5936198(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification
No.)2420 Springer Drive, Suite 110
Norman, OK 73069
(Address of principal executive
offices)(620) 783-1361(Registrants telephone number,
including area code)(Former name, former address and
former fiscal year, if changed since last
report)  Indicate by check mark whether the registrant (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 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 whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such
files).  Yes  o  No  x  (Not required by smaller
reporting companies)  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 Filer oNon-accelerated filer o (Do not check if a smaller
reporting company)

Smaller reporting company xIndicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). 
Yes o  No xAPPLICABLE ONLY TO CORPORATE
ISSUERSAs of May 1, 2009, the Company had 51,968,159
issued and outstanding shares of its common stock.     Item 4T. 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 control over financial
reporting was not effective as of March 31, 2009, due to a lack of segregation
of duties.  Changes in internal controls 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 reasonably likely to materially affect, our
internal controls over financial reporting.    SIGNATURES  Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.  UTEC, INC.Date January 29, 2010/s/ Fortunato VillamagnaFortunato Villamagna, Director &
CEO,