UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,
D.C.  FORM 10-Q (Mark One) X QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the
quarterly period ended June 30, 2009  TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For
the transition period from to Commission
file number 333-141875 UTEC, 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 .  [  ] Indicate by
checkmark 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 during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files). [
 ]  Yes [X] No
(Not Required)  Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in rule
12b-2 of the Exchange Act.  Large
accelerated filer [
 ] Accelerated
Filer [  ] Non-accelerated
filer [
 ] (Do not check if a smaller reporting
company) Smaller
reporting company [X]  Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange
Act).              Yes
 [   ]  No [X]  APPLICABLE ONLY TO CORPORATE ISSUERS As of August 10, 2009, the Company had 26,468,159 issued and
outstanding shares of its common stock.  1      PART I  FINANCIAL
INFORMATION The accompanying interim unaudited financial statements of UTEC,
Inc. (a Nevada corporation) are condensed and, therefore, do not include all
disclosures normally required by accounting principles generally accepted in the
United States of America. These statements should be read in conjunction with
the Company's most recent annual financial statements for the year ended
December 31, 2008 included in a 10-K filed with the U.S. Securities and Exchange
Commission (SEC) on April 15, 2009. In the opinion of management, all
adjustments necessary for a fair presentation have been included in the
accompanying interim financial statements and consist of only normal recurring
adjustments. The results of operations presented in the accompanying interim
financial statements for the six months ended June 30, 2009 are not necessarily
indicative of the operating results that may be expected for the full year
ending December 31, 2009.  2          UTEC, INC.  Consolidated Financial Statements  June 30, 2009 and December 31, 2008  3      Table
of Contents  Financial
Statements  Consolidated
Balance Sheets F-1 Consolidated
Statements of Operations F-1 Consolidated
Statements of Stockholders' Equity F-Error!
Bookmark************* Consolidated
Statements of Cash Flows F-1  Condensed
Notes to Consolidated Financial Statements  Organization
and Summary of Significant Accounting Policies 2 Going
Concern Assumption 7 Intangible
Assets 8 Contractual
Obligations 8 Employee
Stock Plan 10 Discontinued
Operations 12 Item
2: Managements Discussion and Analysis of Financial Condition and Results of
Operations  5 Item
3 Quantitative and Qualitative Disclosures About Market Risk 7 Item
4T Controls and Procedures 7 Item
6 Exhibits 17 Signatures 187    4


F-1 UTEC, INC.Consolidated Balance SheetsASSETSJune 30,

December 31,2009


2008(Unaudited)CURRENT
ASSETSCash
and cash equivalents

$
-

$
-Accounts
receivables


-


-Inventory


-


-Prepaid
Expenses


-


-Total
Current Assets


-


-PROPERTY,
PLANT AND EQUIPMENT, NET


328,013


328,013OTHER
ASSETSIntangible
assets, net


61,394


61,576Property,
Plant and Equipment


-


-Deferred
tax asset, net


-


-Total
Other Assets


61,394


61,576ASSETS
FROM DISCONTINUED OPERATIONS, NET


-


1,633,930TOTAL
ASSETS

$
389,407

$
2,023,519LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
LIABILITIESAccounts
payable and accrued liabilities

$
366,556

$
346,196Accounts
payable to related parties


40,000


-Total
Current Liabilities


406,556


346,196TOTAL
LIABILITIES


406,556


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;29,468,159
and 51,968,159 issued and outstanding, respectively


29,468


51,968Treasury
Stock


-


-Additional
paid-in capital


2,238,215


2,149,515Accumulated
deficit


(2,284,874)


(524,202)Total
Stockholders' Equity (Deficit)


(17,149)


1,677,323TOTAL
LIABILITIES AND STOCKHOLDERS'EQUITY
(DEFICIT)

$
389,407

$
2,023,519-The accompanying condensed notes are an integral part of
these financial statements.


5


UTEC,
INC.Consolidated
Statements of Operations(Unaudited)For the
Three Months Ended

For the Six
Months EndedJune 30,

June 30,2009


2008


2009


2008REVENUES

$
-

$
-

$
-

$
-COST OF SALES


-


-


-


-GROSS MARGIN


-


-


-


-OPERATING EXPENSESGeneral and
administrative


39,596


19,823


84,828


62,407Selling expense


-


-


-


-Research and development


-


-


-


-Total Operating
Expenses


39,596


19,823


84,828


62,407INCOME (LOSS) FROM
OPERATIONS


(39,596)


(19,823)


(84,828)


(62,407)OTHER INCOME AND
(EXPENSE)Interest expense


-


-


-


-LOSS BEFORE TAXES


(39,596)


(19,823)


(84,828)


(62,407)Provision for income
taxes


(86,700)


-


(170,800)


-NET LOSS FROM CONTINUING
OPERATIONS


(126,296)


(19,823)


(255,628)


(62,407)Income (loss) from discontinued
operations


(33,950)


(139,355)


225,698


(33,492)Loss on disposal of
discontinued operations


(1,730,742)


-


(1,730,742)


-Total loss from discontinued
operations, net


(1,764,692)


(139,355)


(1,505,044)


(33,492)NET LOSS

$
(1,890,988)

$
(159,178)

$
(1,760,672)

$
(95,899)BASIC LOSS PER SHARE FROM
CONTINUING OPERATIONS

$
(0.01)

$
(0.00)

$
(0.01)

$
(0.00)BASIC LOSS PER SHARE FROM
DISCONTINUED OPERATIONS

$
(0.04)

$
(0.00)

$
(0.03)

$
(0.00)TOTAL BASIC LOSS PER
SHARE

$
(0.05)

$
(0.00)

$
(0.04)

$
(0.00)WEIGHTED AVERAGE
NUMBEROF SHARES
OUTSTANDING


40,718,159


51,968,159


44,468,159


52,826,939The accompanying
condensed notes are a integral part of these financials
statements.


6


UTEC, INC.Consolidated Statements of Stockholders' Equity
(Deficit)AdditionalPreferred Stock

Common Stock

Paid-In

AccumulatedShares

Amount

Shares

Amount

Capital

Deficit

TotalBalance,
December 31, 2006
22,013

$
22

25,917,159

$
25,917

$
-

$
(33,951)

$
(8,012)Common
stock issued for acquisitionat
$0.08 per share
-


-

22,500,000


22,500


1,879,439


-


1,901,939Common
shares issued for findersfee
at $0.001 per share
-


-

2,525,000


2,525


-


-


2,525Preferred
shares issued for acquisitionat
$0.001 per share
20,000


20

-


-


-


-


20Common
stock issued pursuant to employmentstock
grants at $0.06 per share
-


-

1,914,000


1,914


105,487


-


107,401Common
shares issued for intangible assetsat
$0.08 per share
-


-

850,000


850


70,750


-


71,600Common
shares issued for servicesat
$0.45 per share
-


-

50,000


50


22,450


-


22,500Capital
contribution by shareholder
-


-

-


-


38,250


-


38,250Net
loss for the year endedDecember
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 toemployee
stock grants
-


-

(1,898,000)


(1,898)


(105,485)


-


(107,383)Common
stock issued for cashat
$0.38 per share
-


-

110,000


110


41,874


-


41,984Option
expense pursuant to employeeoption
plan
-


-

-


-


96,750


-


96,750Net
loss for the year endedDecember
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 employeeoption
plan (unaudited)
-


-

-


-


66,200


-


66,200Operational
segment sold in exchangefor
common stock (unaudited)
-


-

(22,500,000)


(22,500)


22,500


-


-Net
loss for the six months endedJune
30, 2009 (unaudited)
-


-

-


-


-


(1,760,672)


(1,760,672)Balance,
June 30, 2009 (unaudited)
42,013

$
42

29,468,159

$
29,468

$
2,238,215

$
(2,284,874)

$
(17,149)The accompanying condensed notes are an integral part of
these financial statements.


7


UTEC, INC.Consolidated Statements of Cash Flows(Unaudited)For the Six Months EndedJune 30,2009


2008OPERATING
ACTIVITIESNet
loss

$
(1,760,672)

$
(95,899)Adjustments
to Reconcile Net Loss to NetCash
Used by Operating Activities:Depreciation


-


-Amortization
of intangibles


10,356


-Employee
option grants issued


66,200


-Employee
stock grants issued


-


-Employee
stock grants canceled


-


(33,151)Deferred
tax benefit


-


-Loss
from discontinued operations


1,623,756


(32,794)Changes
in operating assets and liabilities:Accounts
receivable


-


-Inventories


-


-Prepaid
expenses


-


-Accounts
payable to related parties


40,000


-Accounts
payable and accrued liabilities


20,360


161,844Net
Cash Used in Operating Activities


-


-INVESTING
ACTIVITIES


-


-Purchase
of fixed assets/asset construction


-


-Disposal
of fixed assets/asset construction


-


-Purchase
of intangible assets


-


-Disposal
of intangible assets


-


-Asset
construction in progress


-


-Cash
in UTEC Corporation when contributed to UTEC Inc


-


-Net
Cash Used in Investing ActivitiesFINANCING
ACTIVITIESProceeds
from line-of-credit from related party


-


-Repayment
on line-of-credit to related party


-


-Proceeds
from sale of preferred stock


-


-Proceeds
from common stock


-


-Net
Cash Provided by Financing Activities


-


-NET
DECREASE IN CASH


-


-CASH
AT BEGINNING OF PERIOD


-


-CASH
AT END OF PERIOD

$
-

$
-SUPPLEMENTAL
DISCLOSURES OFCASH
FLOW INFORMATIONCASH
PAID FOR:Income
taxes paid

$
-

$
-Interest
paid


-


-NON
CASH FINANCING ACTIVITIESNoneThe accompanying condensed notes are an integral part of
these financial statements.


8


UTEC, INC. Condensed Notes to Consolidated Financial Statements June 30, 2009 and December 31, 2008  NOTE
1:  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  a) 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 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 is to offer state of the art testing and analysis to clients
worldwide.  The Company is a leader in commercial explosives technology,
including development, analysis, testing and manufacturing.  The Company operates a chemical research and development
laboratory near Riverton, Kansas, which specializes in commercial explosives
development and analysis. The Company also operates 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 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 (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 22,500,000 shares of its
common stock.  b)  Unaudited Consolidated Financial Statements The accompanying financial statements have been prepared by the
Company without audit.  In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows at June 30, 2009
and for all periods presented have been made.


9


UTEC, INC. Condensed Notes to Consolidated Financial Statements June 30, 2009 and December 31, 2008  NOTE
1:  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES
(CONTINUED)  b)  Consolidated Financial Statements (continued) Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's December
31, 2008 audited financial statements.  The results of operations for the
period ended June 30, 2009 and 2008 are not necessarily indicative of the
operating results for the full year.  c)
 New Accounting Pronouncements In
May 2009, the FASB issued FAS 165, Subsequent Events.  This pronouncement
establishes standards for accounting for and disclosing subsequent events
(events which occur after the balance sheet date but before financial statements
are issued or are available to be issued). FAS 165 requires and entity to
disclose the date subsequent events were evaluated and whether that evaluation
took place on the date financial statements were issued or were available to be
issued. It is effective for interim and annual periods ending after June 15,
2009. The adoption of  FAS 165 did not have a material impact on the
Companys financial condition or results of operation.  In
June 2009, the FASB issued FAS 166, Accounting for Transfers of Financial
Assets an amendment of FAS 140. FAS 140 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets: the effects of a transfer on its financial position, financial
performance , and cash flows: and a transferors continuing involvement, if any,
in transferred financial assets. This statement must be applied as of the
beginning of each reporting entitys  first annual reporting period that
begins after November 15,  2009. The Company does not expect the adoption
of  FAS 166 to have an impact on the Companys results of operations,
financial condition or cash flows.  In
June 2009, the FASB issued FAS 167, Amendments to FASB Interpretation No. 46(R)
. FAS 167 is intended to (1) address the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable
Interest Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FAS 166, and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provided timely and useful information about an enterprises involvement
in a variable interest entity. This statement must be applied as of the
beginning of each reporting entitys  first annual reporting period that
begins after November 15,  2009. The Company does not expect the adoption
of  FAS 167 to have an impact on the Companys results of operations,
financial condition or cash flows.


10


UTEC, INC. Condensed Notes to Consolidated Financial Statements June 30, 2009 and December 31, 2008  NOTE
1:  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES
(CONTINUED)  c)
 New Accounting Pronouncements (continued) In
June 2009, the FASB issued FAS 168, The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles. FAS 168 will
become the source of authoritative U.S. generally accepted accounting principles
(GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules
and interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. On the effective date of this Statement, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative. This statement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.The Company does not expect the adoption of  FAS 168 to
have an impact on the Companys results of operations, financial condition or
cash flows.  NOTE
2:  GOING CONCERN ASSUMPTION  The Companys group of activities consists solely of UTEC
Corporation.  The legacy activities of UTEC Corporation have not been
sufficient to fund development and commercialization of the waste destruction
business and consequently, for the past several months, the Directors and
Management of UTEC, Inc. have been 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, Inc. in early 2007.  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.


11


UTEC, INC. Condensed Notes to Consolidated Financial Statements June 30, 2009 and December 31, 2008  NOTE
3:  INTANGIBLE ASSETS  Intangible assets consist of the following at June 30, 2009 and
December 31, 2008:  2009


2008(unaudited)Patent rights
$
71,750

$
71,750Accumulated amortization

(10,356)


(10,174)$
61,394

$
61,576  The Patent rights are based upon the contractual agreement between
the Company and Ceramatec, as described in Note 4.  The Company is
amortizing these Patent rights over 17 years.   2009 $4,200 2010 4,200 2011 4,200 2012 4,200 2013 4,200  NOTE
4:  CONTRACTUAL OBLIGATIONS  Ceramatec, Inc. 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.  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.


12


UTEC, INC. Condensed Notes to Consolidated Financial Statements June 30, 2009 and December 31, 2008  NOTE 4:  CONTRACTUAL OBLIGATIONS
(CONTINUED)  The restricted stock given in exchange for the exclusive licensing
agreement with Ceramatec was valued at $0.0842 per share.  This value was
adopted from the calculation of the value of the restricted shares given in
exchange for the acquired company, Utec Corporation.  The agreement with
Ceramatec is dated February 1, 2007 within three weeks of the day UTEC
Corporation was acquired.  Although the market price at the close of
business on February 1, 2007 was $0.52 per share a true trading market for the
stock had not been established during that brief period and Management believed
a more accurate fair value was represented by the value established in the
acquisition of Utec Corporation.  The Company has accounted for its
share-based payments in accordance with SFAS 123(R), Share Based
Payments, and EITF Issue 96-18, Accounting for Equity Instruments That Are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services.  If Ceramatec is not able to sell its stock granted under this
agreement for at least $700,000 within the first two years after it is allowed
to sell its stock under this agreement, then any license granted under this
agreement shall become non-exclusive. Ceramatec agreed to pay a finders fees of
85,000 shares to a third party in connection with this agreement.  The Company is amortizing the asset over seventeen (17) years,
which is the estimated remaining life of the patents to which the Company has
exclusivity rights.  See Note 5.  During the term of the License, the company is 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.  The License includes a provision that entitles the Company to any
improvements to the technology, whether patentable or not, without further cost
to the Company.  As of June 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.


13


UTEC, INC. Condensed Notes to Consolidated Financial Statements June 30, 2009 and December 31, 2008  NOTE
5:  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 will 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 contains no provision for vesting and each employee may exercise
their rights to purchase shares at the strike price of $0.25 on the plan date.
 The unexercised options terminate at the end of five years or upon the
employee being terminated from the Company whichever is earlier.  The
fair value of each option award is estimated on the date of grant using a
Black-Scholes valuation model that uses the assumptions noted in the following
table. Expected volatilities are based on implied volatilities from traded
options on the Companys stock in addition to other publicly traded companies
stock within the market segment of industrial waste management. This is due
primarily to the fact that The Company does not have enough history to properly
ascertain the volatility rate. The expected term of options granted is also
estimated since the company does not have a history of granting stock rights and
represents the period of time that options granted are expected to be
outstanding. The risk-free rate for periods within the contractual life of the
option is based on the Libor rate in effect at the time of grant. FYE
2008Expected
volatility
71.44%Expected
dividends
0.00Expected
term (in years)
3.5Risk-free
rate
2.67%


14


UTEC, INC. Notes to Consolidated Financial Statements June 30, 2009 and December 31, 2008  NOTE
5:  EMPLOYEE STOCK PLAN (CONTINUED)  A
summary of the status of The Companys non-vested stock options granted with
this plan as of June 30, 2009 is presented below: Non-vested Options
Options (000)
Weighted Average Grant-Date Fair
ValueNon-vested
at January 1, 2009
1,914
$0.236Granted
0
0.0Vested
1,914
0.236Forfeited
0
0.00Non-vested
at June 30, 2009
0
$0.00  On
March 29, 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.  Using the
Black-Scholes method of valuing the options detailed above the options were
valued using the following assumptions: FYE
2009Expected
volatility
71.44%Expected
dividends
0.00Expected
term (in years)
5.00Risk-free
rate
2.11%


15


UTEC, INC. Notes to Consolidated Financial Statements June 30, 2009 and December 31, 2008  NOTE
5:  EMPLOYEE STOCK PLAN (CONTINUED)  A
summary of the status of The Companys non-vested stock options granted with
this plan as of June 30, 2009 is presented below: Non-vested
Options
Options (000)
Weighted-AverageGrant-Date Fair
ValueNon-vested
at January 1, 2009
0
$0.236Granted
5,650
0.006Vested
5,650
0.006Forfeited
0
0.000Non-vested
at June 30, 2009
0
$0.000  For
the six months ending June 30, 2009 and 2008 share based compensation expense of
$66,200 and $(33,151) was recognized, respectively.  NOTE
6:  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.  Three Months Ended
June 30, 2009

Three Months Ended
June 30, 2008

Six  Months
Ended June 30, 2009

Six  Months
Ended June 30, 2008Income
$
                -0-

$
      298,898

$
   1,039,595

$
 1,067,066Cost of Goods Sold
-0-

4,746

353,544

273,782Operating expenses
33,950

433,507

460,353

826,776Net Operating Income (Loss)
(33,950)

(139,355)

225,698

(33,492)Loss on disposal of
assets
(1,730,742)

-0-

(1,730,742)

-0-Tax benefit at 34%
-0-

-0-

-0-

-0-Net loss
$
  (1,753,687)

$
    (139,355)

$
 (1,505,044)

$
    (33,492)


16      Item 2. 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.  Revenues  Revenues from continuing operations for the three and six months
ended June 30, 2009 were $-0- and $-0-.  For the three and six months ended
June 30, 2008 revenues were $-0- and $-0-. The Company divested all assets that
generated revenue in prior periods as part of the sale of the legacy business.    17      Expenses  Expenses from continuing operations for the three and six month
periods ended June 30, 2009 were $126,296 and $255,628.  For the same
periods ended June 30, 2008, expenses were $19,823 and $62,407.  In 2009,
the Company recognized an expense of $86,700 and $170,800 related to the
write-off of a deferred tax asset.  The majority of the remaining expenses
are composed of $18,850 and $21,050 in legal fees, $-0- and $4,770 in
advertising expenses, and $10,897 and $25,495 in travel expenses for the three
and six month periods ended June 30, 2009, respectively.  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.  Three Months Ended
June 30, 2009

Three Months Ended
June 30, 2008

Six  Months
Ended June 30, 2009

Six  Months
Ended June 30, 2008Income
$
                -0-

$
      298,898

$
   1,039,595

$
 1,067,066Cost of Goods Sold
-0-

4,746

353,544

273,782Operating expenses
33,950

433,507

460,353

826,776Net Operating Income
(Loss)
(33,950)

(139,355)

225,698

(33,492)Loss on disposal of
assets
(1,730,742)

-0-

(1,730,742)

-0-Tax benefit at 34%
-0-

-0-

-0-

-0-Net loss
$
  (1,753,687)

$
    (139,355)

$
 (1,505,044)

$
    (33,492)  Liquidity
and Capital Resources  As of June 30, 2009, the Company had $0 cash on hand.  When
UTEC Corporation was formed and acquired by UTEC, Inc., management believed that
the Company would need approximately $500,000 to properly fund operations until
such time as the Company was able to generate enough cash flow from increased or
new business to generate appropriate amounts of working capital.  This
money was to be raised via a secondary offering or through private
placements.  Due to current financial market conditions, the Company was
unable to externally finance, through independent third parties, the projected
$500,000 management believed would be necessary to properly fund operations, and
failed to generate the required funds from new or increased business.   18      The legacy activities of UTEC Corporation have not been sufficient
to fund development and commercialization of the waste destruction business and
consequently, for the past several months, the Directors and Management of UTEC,
Inc. have been 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, Inc. in early 2007.    It was
decided 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, thereby minimizing 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
been considering various options to acquire this funding, but has not yet
entered into an agreement to do so.  Item
3.  Quantitative and Qualitative Disclosures About Market Risk  Not
Applicable.  Item
4T. Controls and Procedures  Our management is responsible for establishing and maintaining
adequate 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 accounting principles generally accepted in the
United States of America and includes those policies and procedures that:  - Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the assets of
the company;  - Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America and
that receipts and expenditures of the company are being made only in  19      accordance with authorizations of management and directors of the
company; and  - 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.  Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.  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.
 All internal control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.  As of June 30, 2009, management assessed the effectiveness of our
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting
such assessments.  Based on that evaluation, they concluded that, during
the period covered by this report, such internal controls and procedures were
not effective to detect the inappropriate application of US GAAP rules as more
fully described below.  This was due to deficiencies that existed in the
design or operation of our internal controls over financial reporting that
adversely affected our internal controls and that may be considered to be
material weaknesses.  The matters involving internal controls and procedures that our
management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) inadequate segregation of
duties consistent with control objectives.  The aforementioned material
weakness was identified by our Chief Executive Officer in connection with the
review of our financial statements as of June 30, 2009.  Management
believes that the material weakness set forth above did not have an effect on
our financial results.  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.   20      PART
II  OTHER INFORMATION  Item 6. Exhibits Exhibits:  Exhibit
No.
Document
Location31
Rule
13a-41(a)/15d-14(a) Certificates
Included32
Section
1350 Certifications
Included    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.    August
19, 2009 /s/
Fortunato Villamagna Date Fortunato Villamagna, Director & CEO,    21