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 March 31, 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 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  [  ]  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 [
 ] 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 May 1, 2009, the Company had 51,968,159 issued and
outstanding shares of its common stock.        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 three months
ended March 31, 2009 are not necessarily indicative of the operating results
that may be expected for the full year ending December 31, 2009.            UTEC, INC.  Comparative Financial Statements and accompanying Notes  As of December 31, 2008 and for the three months Ended March 31,
2009        Table
of Contents  Financial
Statement  Consolidated
Balance Sheet F-1 Statement
of Operations F-2 Statement
of Stockholders' Equity F-3 Statement
of Cash Flows F-4  Notes
to Financial Statement  Organization
and Summary of Significant Accounting Policies 5 Property,
Plant and Equipment 9 Operating
Leases 9 Related
Party Transactions 10 Intangible
Assets 11 Earnings
Per Share 11 Income
Taxes 12 Contractual
Obligations 13 Employee
Stock Plan 15


UTEC
Inc.Consolidated Balance
sheetAs of March 31, 2009
(unaudited) and December 31, 20082009
(unaudited)

2008ASSETSCurrent AssetsCash and cash
equivalents
$33,228

$100Accounts receivables
160,580

187,278Inventory
47,226

107,916Prepaid expenses
16,735

28,146Total
Current Assets
257,769

323,440Intangible Assets, net (Note
5)
1,090,144

1,110,409Property, plant &
equipment, net (Note 2)
811,378

823,169Deferred Tax Asset (Note
7)
86,700

170,800Total assets
$2,245,991

$2,427,818LIABILITIESCurrent liabilitiesAccounts payable and accrued
liabilities
$296,958

$427,198Amounts payable to related
parties
109,144

323,297Total
Current Liabilities
406,102

750,495STOCKHOLDERS'
EQUITYAuthorized:74,000,000 common shares, par
value of $0.001 per shareIssued
and outstanding:51,968,159
at March 31, 2009
51,96851,968,159
at December 31, 2008


51,9681,000,000 preferred shares,
par value of $0.001 per shareIssued and
outstanding:42,013 at
March 31, 2009
4242,013 at
December 31, 2008


42Additional paid in
capital
2,181,765

2,149,515Retained earnings
(deficit)
(393,886)

(524,202)Total
Stockholders' Equity
1,839,889

1,677,323Total liabilities and
stockholders' equity
$2,245,991

$2,427,818The accompanying notes are an
integral part of these financial statements.  F-1





UTEC
Inc.Comparative Consolidated
Statement of OperationsThree-month
period ended March 312009
(unaudited)

2008
(unaudited)RevenueRevenue
$1,039,595

$768,168Operating ExpensesCost of Sales
353,544

269,018General and administrative
expense
223,309

195,635Selling expense
40,776

52,405Research and development
expense
207,550

132,831Total operating expenses
825,179

649,889Income before income
taxes
214,416

118,279Provision
for income taxes
84,100

55,000Net income
$130,316

$63,279Earnings per share - basic and
diluted
$0.003

$0.001Weighted average number of
common sharesoutstanding as of March
31
51,968,159

53,685,719The accompanying notes are an
integral part of these financial statements.     F-2











UTEC
Inc.Comparative Consolidated
Statements of Stockholders' Equityfor the three-month period
ended March 31, 2009 (unaudited) andthe year ended December 31,
20082008Common shares
Preferred Shares
Par value
Additional Paid-in Capital
Retained Earnings (Deficit)Balance January 1
53,756,159
42,013
$53,798
$2,116,376
$(319,292)Cancel
shares issued pursuant to employee stock grants (Note 9)
(1,898,000)

(1,898)
(105,485)Sale
of outstanding non-restricted stock
110,000

110
41,874Options
vested pursuant to employee option plan



96,750Net
Loss for the year ended December 31




(204,910)Balance December 31
51,968,159
42,013
$52,010
$2,149,515
$(524,202)2009Common shares
Preferred Shares
Par value
Additional Paid-in Capital
Retained Earnings (Deficit)Balance January 1
51,968,159
42,013
$52,010
$2,149,515
$(524,202)Options
vested pursuant to employee option plan



32,250Net
Income for the three month period ended March 31




130,316Balance March 31
51,968,159
42,013
$52,010
$2,181,765
$(393,886)The accompanying notes are an
integral part of these financial statements.        F-3





UTEC
Inc.Comparative Consolidated
Statements of Cash Flowsfor the three-month period
ended March 312009
(unaudited)

2008
(unaudited)Cash flows from operating
activities:Net Income
$130,316

$63,279Adjustments to reconcile net
income to net cashprovided by operating
activities:Depreciation
11,791

9,889Amortization
of intangibles
20,265

20,956Employee
stock options vested
32,250Employee
stock grants issued (cancellation)


(107,401)Deferred
tax expense
84,100

55,000Accounts
receivables
26,698

(249,186)Inventories
60,690

59,440Prepaid
Expenses
11,411

(1,791)Accounts
payable and accrued liabilities
(163,393)

44,423Total cash flows from
operating activities
214,128

(105,391)Cash flows from financing
activitiesRepayment on line-of-credit
to related party
(181,000)Capital Contribution


35,000Total cash flows from
financing activities
(181,000)

35,000Increase (decrease) in cash
and equivalents
33,128

(70,391)Cash and cash equivalents,
beginning of period
100

89,377Cash and cash equivalents,
end of period
$33,228

$18,986Supplemental
DisclosureInterest paid
$3,953

$0Income taxes paid
$0

$0 The
accompanying notes are an integral part of these financial statements.   F-4


UTEC, INC. Notes to Consolidated Financial Statements March 31, 2009 and December 31, 2008  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, and the year ended December 31,
2007 is the first year during which the Company is considered an operating
company and is no longer in the 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.  b) Basis of Presentation  The accompanying financial statements and notes thereto have been
prepared pursuant to the rules and regulations of the Security and Exchange
Commission.  Accordingly, certain disclosures normally prepared in
accordance with accounting principles generally accepted in the United States
have been omitted.  The accompanying financials statements and notes
thereto should be read in conjunction with the audited consolidated financial
statements.  The financial information included herein is unaudited; however,
such information reflects solely normal recurring adjustments which are, in the
opinion of management, necessary for a fair presentation of the results for the
interim period presented.  The results of operation for the three months period ended March
31, 2009 and 2008, are not necessarily indicative of the results to be expected
for the full year.         c) Principles of Consolidation  The financial statements of the Company include the accounts of
the Company and its wholly owned subsidiary, UTEC Corporation.  All
intercompany accounts and transactions have been eliminated in
consolidation.   d) Cash and Cash Equivalents  For the purpose of the statements of cash flows, the Company
considers all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.  The Company had $33,228 and
$100cash or cash equivalents at March 31,
2009 and December 31, 2008 respectively.  e) Trade Accounts Receivable and Credit Policy  Trade accounts receivable consist of amounts billed to customers
for purchases of services and energetic materials. The Company extends credit to
customers in accordance with normal industry standards and terms, which are
typically net 30 to 45 days.  Credit risk arises as customers default on
trade accounts receivable owed to the Company. The Company considers accounts
receivable to be fully collectible; accordingly, no allowance for doubtful
accounts is recorded. If amounts are subsequently determined to be
uncollectible, they will be charged to operations when that determination is
made.  f) Revenue Recognition  The Company recognizes revenue when materials are shipped or
services are provided, and the customer takes ownership and assumes risk of
loss, collection of the relevant receivable is probable, and the sales price is
fixed or determinable.  The Company records customer shipping and handling
charges as revenues with the associated costs recorded to cost of sales.   g) Inventories  Inventories, when the Company has them, consist of purchased
materials held for resale and are carried at the lower of cost (first-in,
first-out method) or market.  h) Property, Plant and Equipment  Property, plant and equipment are carried at fair value for assets
contributed in connection with the acquisition, and at cost for assets acquired
subsequent to the acquisition date, less accumulated depreciation from the date
of acquisition through the balance sheet date. 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.        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 years Machinery and equipment 10-15 years Furniture and fixtures & transportation equipment 3-7 years  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.  i) Research and Development Costs  Research and development costs for the development of new products
and update of existing products are expensed as incurred.  j) Income Taxes  The Company recognizes the tax effects of transactions in the year
in which such transactions enter into the determination of net income,
regardless of when reported for tax purposes.  Deferred taxes are provided
in the financial statements under Financial Accounting Standards Board Statement
No. 109 to give effect to the resulting temporary differences which may arise
from differences in the bases of fixed assets, depreciation methods, allowances,
share-based compensation, and start-up costs based on the income taxes expected
to be payable in future years.  k)
Concentrations  The Company maintains balances in bank accounts that, at times,
exceed federally insured limits. Management believes the risk of loss associated
with this concentration is minimal.  For the three months ended March 31, 2009, two customers accounted
for approximately 58% and 12% of the company sales.  For the three months ended March 31, 2008, two customers accounted
for approximately 67% and 12% of the Companys net sales, respectively.  At December 31, 2008 and March 31, 2009, one customer accounted
for approximately 26% and 45% respectively of the Companys accounts
receivable.         l)
Estimates  Preparation of financial statements in accordance 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 disclosures of contingent assets and liabilities at
the date of the financial statements and reported amounts of revenues and
expenses during the reporting period.  Actual amounts may differ from those
reported.  Certain significant estimates include the fair value of the
Companys intangible assets and the related amortization period.  These
estimates are discussed in further detail at Note 5.  m)
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.
   It has been 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.
 This will minimize the immediate cash requirements of the company.
 Once closed, the sale is to take affect as of April 2009.  UTEC, Inc.
and its wholly owned subsidiary UTEC Corporation will continue as public
companies, retaining the assets of the waste destruction business.
  The companies will not have any significant operations to fund, but
will have some liabilities related to the purchase and development of the waste
destruction units that will 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. will need 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 found a potential partner for the
business, but has not yet entered into a binding agreement.  n)  Intangible Assets Acquired  Intangible assets are accounted for in accordance with Statement
of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets.  Intangible assets acquired consist of a customer list and patent
rights.  These intangible assets are amortized over their useful lives and
tested for impairment if certain circumstances indicate and impairment may
exist.  As of March31, 2009 the remaining amortization period is fifteen
years for the customer list and patent rights.  Intangible assets that are amortized are tested for impairment at
the asset level associated with the lowest level of cash flows.  An
impairment exists if the carrying        value of the asset is i) not recoverable (the carrying value of
the asset is greater than the sum of the undiscounted cash flows) and ii) is
greater than its fair value.  o)  Advertising Costs  Advertising costs are expensed as incurred and for the three-month
periods ending March 31, 2009 and 2008 totaled approximately $5,314 and $25,460,
respectively.  These costs consist primarily of trade show, web site and
publication expenses.   2. Property,
Plant and Equipment  Property, plant and equipment consist of the following at March
31, 2009 and December 31, 2008:  2009


2008(unaudited)Buildings and leasehold improvements
$
501,500

$
501,500Machinery and equipment

219,645


219,645Transportation equipment

24,538


24,538Furniture
and fixtures

16,121


16,121Constructed
asset in progress

148,162


148,162909,966


909,966Less
accumulated depreciation

98,588


86,797$
811,378

$
823,169  Depreciation expense was $11,791 and $9,889 for the three-month
period ended March 31, 2009 and 2008 respectively.  3. Operating
Leases    The Company assumed a non-cancelable operating lease for a vehicle
originally dated August 23, 2005. The lease requires monthly payments of $562
and expires August 23, 2008.  The lease was renewed in February of 2009 for
thirty-six (36) months with lease payments due monthly of $329.  Future
rental payments are as follows:  2009 $3,618 2010 $3,946 2011 $3,946 2012 $329 2013 None  Total rent expense related to operating leases was approximately
$1,455 and $1,686 for the period ending March 31, 2009 and 2008.  Future ground lease payments (see Note 4), subject to adjustment
for inflation, are as follows:         2009 None 2010 $85,800 2011 $85,800 2012 $85,800 2013 $85,800   4. Related
Party Transactions  a)  Shared Services  The accounting office of the Company and its subsidiary UTEC
Corporation reside in Norman, Oklahoma and also serve as the accounting office
and headquarters for Energetic Systems, Inc. LLC. (ESI).  For the
three-month period ended March 31, 2009 and 2008, ESI charged the Company
$12,226 and $12,737 respectively for such services, all of which is payable
within thirty days of the invoice date.  b) Other related party transactions  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.  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 Red
Stone 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.
 The agreement was revised as of September 30, 2008 and the minimum annual
fee increased to $200,000.  During the three months ended March 31, 2009
and 2008, the Company has incurred management fee expense of $50,000 and $10,000
pursuant to this agreement, all of which is included in Accounts Payable to
Related Parties, at March 31, 2009 and 2008 respectively.  On January 1, 2007 UTeC Corporation (a wholly owned subsidiary
effective January 10, 2007) entered into a Ground Lease Agreement for the
properties that it occupies in Cherokee County, Kansas.  This lease is with
Energetic Properties, LLC., a subsidiary of Energetic Systems, Inc. LLC., a
significant shareholder in the company.  The initial term of the lease is
seven (7) years, with provision to extend for five additional one year renewal
periods.  The annual rent is prepaid through December 31, 2009; thereafter
UTeC Corporation is obligated to pay an annual rent of $85,800 per year subject
to adjustment for changes in the Consumer Price Index.  The discounted
value of the lease is $75,000 with an annual amortization of $10,700 with the
net book value at March 31, 2009 and December 31, 2008 being $50,900 and
$53,300.  The Agreement includes all other terms and conditions which are
normal and usual for leases of this type.           c) Advances from Energetic Systems Inc., LLC  Energetic Systems, Inc., LLC. (ESI) which owns approximately 42%
of the restricted common shares of UTEC, INC. and owns 100% of the predecessor
company, UTeC Corporation, LLC that contributed its assets to form UTEC
Corporation, is the processor of a credit facility of up to $200,000 from UTeC.
 There were no amounts owing on that facility at the end of March 31, 2008
and 2007.  Interest expense accrued on the line of credit was $3,652 and $0
for the three month ended March 31, 2009 and 2008, respectively.  5. Intangible
Assets  Intangible assets consist of the following at March 31, 2009 and
December 31, 2008:  2009


2008(unaudited)Patent rights
$
71,600

$
71,600Customer relationships

1,125,000


1,125,000Ground Lease (Note 4)

75,000


75,000Accumulated amortization

(181,456)


(161,191)$
1,090,144

$
1,110,409  The Patent rights are based upon the contractual agreement between
the Company and Ceramatec, as described in Note 8.  The Company is
amortizing these Patent rights over 17 years.  Customer relationships represent the net present value of the
discounted cash flows of customer relationships contributed by the Company in
connection with the acquisition.  Although the Company does not typically
have long-term contracts with these customers, most of them have been customers
of the Company for many years.  The Company is amortizing the net present
value of the estimated future cash flows of these customers over seventeen (17)
years, which is based on the consistency, length and the unique nature of the
customer relationships and the service which the Company provides.  Amortization expense for the next five years related to intangible
assets is expected to be as follows:  2009 $81,100 2010 81,100 2011 81,100 2012 81,100 2013 81,100  6. Earnings
(Loss) Per Share  Basic earnings (loss) per share (EPS) excludes dilution and is
calculated by dividing net income (loss) available to common stockholders by the
weighted-average number of        shares of common stock outstanding during the period.
 Diluted EPS is computed in a manner similar to that of basic EPS except
that the weighted-average number of common shares is increased to include the
number of incremental common shares (computed using the Treasury Stock method)
that would have been outstanding if all potentially dilutive common shares (such
as stock options) were issued during the period.  Diluted EPS is the same
as basic EPS if the effect of the incremental shares is anti-dilutive.  For the three months ended March 31, 2009 and 2008, basic and
diluted earnings (loss) per share were the same, as all potentially dilutive
shares were anti-dilutive.  7. Income Taxes  The provision for income taxes consists of the following for three
months ended March 31:  (unaudited)2009


2008Current
$
0

$
0Deferred
(benefit)

84,100


55,000Total
$
84,100

$
55,000   The Deferred tax asset consists of the following at March 31, 2009
and December 31, 2008:  2009


2008(unaudited)Accrued
liabilities not currently deductible
$
(16,600)

$
(16,600)Deferred
stock compensation

(49,100)


(36,800)Deductible
prepaid insurance

6,400


6,200Net
operating loss carryforwards

(37,800)


(134,000)Valuation
Allowance

10,400


10,400Net
Deferred Tax Asset
$
(86,700)

$
(170,800)   In assessing the realizability of the net deferred tax assets,
management considers whether it is more likely than not that some or all of the
deferred tax assets will not be realized.  The ultimate realization of
deferred tax assets is dependent upon either the generation of future taxable
income during the periods in which those temporary differences are expected to
become deductible.  The Company has provided a valuation allowance for the
portion of the deferred tax benefit that it does not expect to realize.  The Company is not currently subject to any specific audit by any
federal, state or local taxing authority.  There are no unrecognized tax
benefits or tax positions previously taken which could give rise to uncertainty,
and therefore there are no calculations or        classifications of interest, penalties, or effects on income taxes
related to such uncertainties.  At March 31, 2009, the Company has net operating loss
carryforwards totaling approximately $99,500, which primarily begin to expire in
2022.  Actual income taxes differ from expected income tax, computed by
applying the U.S. Federal corporate income tax rate of 34% to earnings (loss)
from operations before income taxes for the three months ended March 31 as
follows:    Three months2009 (unaudited)

2008 (unaudited)Computed
expected income taxes
$72,900

34.0%

$40,200

34.0%Nondeductible
expenses
7,900

3.7

9,000

7.6Other,
principally state taxes
3,300

1.5

5,800

4.9$84,100

39.2%

$55,000

46.5%  8. Contractual
Obligations  a)  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.  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.   b)  Princeton Research  Effective September 17, 2007 the company entered into an agreement
with Princeton Research for corporate services.  In exchange for these
services the company issued 50,000 common shares to Princeton.  The shares
were valued at $0.45 per share equal to the market value of the stock on the
agreement signing date.  The services were rendered in 2007 and the
amortization of $22,500 was fully expensed before by year end.  c) BioEnergy Applied Technologies, LLC   On April 4, 2008, the Company entered into a joint technical
development and marketing agreement (Marketing Agreement) with BioEnergy
Technologies, LLC (BAT), a corporation jointly owned by two directors of the
company.  Pursuant to the term of the Marketing Agreement, the Company and
BAT have agreed to undertake a joint technical development and marketing program
to develop and sell certain patented technology held by BAT and to pursue
certain business opportunities.  The parties will share equally in the net
profits before taxes in connection with the license or sale of the patented
technology pursuant to the Marketing Agreement.  As additional consideration, for each year in which the grant of
the Subject Matter under the Marketing Agreement is exclusive to the Company,
the Company will issue 200,000        options to purchase 200,000 shares of its common stock to BAT or
its nominee.  Options will be issued at the end of each year of
exclusivity, beginning April 1, 2009. The options granted hereunder will be for
a period of ten (10) total years, exercisable at a price of $0.28 per share.   9. 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
2007Expected
volatility
71.44%Expected
dividends
0.00Expected
term (in years)
3.5Risk-free
rate
2.67%          A
summary of the status of The Companys non-vested stock options as of March 31,
2009 is presented below:  Non-vested
Options
Options
(000)
Weighted-AverageGrant-DateFair
ValueNon-vested
at January 1, 2009
1,914
$0.236Granted
0
0.0Vested
1,914
0.236Forfeited
0
0.00Non-vested
at March 31, 2009
0
$0.00   For
the three month period ending March 31, 2009 and 2008 share based compensation
expense of $32,250 and $0 was recognized, respectively.               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 during the year, and had no commercial revenues.  Focus
during the year was 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 independently staffed and structured in order to
pursue commercialization of Cold Plasma Oxidizer waste destruction systems
during 2008.  Revenues  Revenues
for the three months ended March 31, 2009, were $1,040,000.  For the three
months ended March 31, 2008, revenues were $768,000. Major activities that
contributed to this revenue were primarily in the areas of contract research and
product development and independent product testing.  Revenues totaling
$810,000 for the three months ended March 31, 2009, came from the Specialty
Chemicals Unit through the manufacture and sale of inorganic chemical
sensitizers to customers engaged in commercial explosives production. For
the three month period ended March 31, 2008, revenue from the same products
totaled $516,000.  For the three months ended March 31, 2009, this number
has risen to about 78% of total sales.  We project that revenue will
increase with new business in both areas, but most specifically in the Specialty
Chemicals area as new materials are made available to customers, and
developments in new technologies are pursued.  Expenses  The
Companys legacy business has historically been service based with temporary
employees retained on an as needed basis to support manufacturing activities.
 For the three month period ending March 31, 2009, the wage and burden
expense as a percent of total expenses was 42%, totaling $237,200.  The
Companys legacy business is engaged in the research, development, testing and
analysis of commercial explosives.  Some of the R&D activities have
been in the development of new or improved technologies or new product
development to be used internally within the company.         Some
of the other R&D activities during the last year have been in the testing,
analysis and QC (quality control) areas and the costs associated with these
activities were for the three months ended March 31, 2009, approximately
$30,000.  These costs are passed to the Companys customers, as per the
agreements the Company has with the various customers.  The
Company owns all of the research and testing facilities and these facilities are
operated by Company personnel/employees.  None of the facilities are
operated by the Companys customers or licensees or any other third parties.  Travel
related expenses, which mostly constitute business support and development
activities, for the three month periods ending March 31, 2009, were $34,200.
 For the three month periods ending March 31, 2008, these same costs were
$38,700.  Accounting
and management expenses for the three months ending March 31, 2009, were
$15,200, which includes accruals of $3,000.  For the same periods March 31,
2008, the costs were $63,100.  The
company did not add any capital items in the three months ending March 31, 2009.
 In the three month period ending March 31, 2008, a significant reversal of
amortization expense was recorded to reflect the cancellation of the restricted
stock issued to Directors, Officers and employees of the Company in 2007
totaling $107,000.  These restricted shares were replaced with options on
March 26, 2008.  For the three months ended March 31, 2009, amortization
expense of $32,500 was recorded for these options.  Assets  The
Company invoices its services and products as they are provided or shipped to
its customers.  The majority of its sales are to customers who are large
privately held or publicly traded organizations, many of whom have been in
business for a number of years.  As a consequence, the Companys record in
collecting its accounts receivable is exemplary.  Although the nature of
the Companys business is expected to grow and change in the next several years,
it is not expected that targeted customers profiles will differ significantly.
 The Company therefore does not anticipate a change in credit risk.  The
Company was self-funding for much of 2008, drawing periodically on a credit
facility provided to it by one of its shareholders totaling $181,000 as of
December 31, 2008. The Company paid that facility back in full during the three
months ended March 31, 2009.  In
addition to accounts receivable, the Company maintains a small inventory of
supplies and materials necessary to support its legacy manufacturing and testing
business.  This inventory turns regularly.  Some components are
hazardous materials, and they are stored by the Company in federally and
state-regulated storage facilities.        To
the extent that any of the items included in inventory became obsolete during
the year, the items were written off and disposed of.  Intangible
assets consist mainly of the Companys portfolio of intellectual property, which
is the basis for the Companys research and development and testing activities.
Patents currently held by the Company were previously listed in the Companys
Form 10 filed on March 31, 2008, and amended.  The
Companys patents, any licensed technology, and the know-how that resides within
the Company represent the Companys overall technology portfolio which goes
beyond the patents directly held by the Company.  Property,
plant and equipment is composed of the Companys physical facilities at Riverton
and Hallowell, Kansas, and related equipment and storage used in its business.
 The Companys facilities are located on lands leased from a subsidiary of
Energetic Systems Inc., LLC. pursuant to a prepaid lease.  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.  Certain
of the materials the company uses or handles are hazardous materials. These
materials are stored in federally and state licensed storage facilities, under
permits granted to the Company.  As of March 31, 2009, the company was not
in violation of any of its license and permits required to carry on its
business.  Liquidity
and Capital Resources  As
of March 31, 2009, the company had $33,000 cash on hand.  Periodically, the
Company finds itself in a negative cash flow position.  While the Company
has limited liquidity, it did finish the three month period funding its
operations with internally generated cash.  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.  The Company
exceeded managements cash flow projections and with short term financing from
Energetic Systems, Inc. LLC (ESI) was able to meet its obligations. 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 has been
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.  This will minimize the immediate
cash requirements of the company.  Once closed, the sale is to take affect
as of April 2009.  UTEC, Inc. and its wholly owned subsidiary UTEC
Corporation will continue as public companies, retaining the assets of the waste
destruction business.   The companies will not have any significant
operations to fund, but will have some liabilities related to the purchase and
development of the waste destruction units that will 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. will need 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 found a potential
partner for the business, but has not yet entered into a binding agreement.  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 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 December 31, 2008, 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 December 31, 2008.  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.           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.    May
15, 2009 /s/
Fortunato Villamagna Date Fortunato Villamagna, Director & CEO,