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Item 9A. Controls and Procedures

2011-03-30 compared with 2010-03-22 · 99 added, 153 removed, 100 unchanged (72% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have

evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report.

Based upon that evaluation,

the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of

1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and such that information required to be disclosed in our reports filed or submitted under the

Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive

Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or

submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and such that information required to be disclosed in our

reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding

required disclosure.

Managements Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in

Rule 13a-15(f) under the Securities Act of 1934.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our

internal control over financial reporting based upon the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, our management concluded that

our internal control over financial reporting is effective as of December 31, 2009.

Attestation Report of the Registered Public

Accounting Firm

Our independent registered public accounting firm, Pender Newkirk & Company LLP, has issued an

attestation report on the effectiveness of the Companys internal control over financial reporting, which is set forth under the heading Report of Independent Registered Public Accounting Firm.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term

is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934 (Exchange Act).

The Companys internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide

reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness

of the Companys internal control over financial reporting as of December 31, 2010.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), in

Internal ControlIntegrated Framework.

Based on our assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2010.

Changes in Internal Control over Financial Reporting

4 unchanged sentences

Directors, Executive Officers and Corporate Governance

Information about our directors may be found under the caption NOMINEES in the Companys Proxy Statement for the 2010 Annual Meeting of Stockholders (the Proxy Statement) to

be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 within 120 days from the fiscal year end.

Information about our executive officers may be found under the caption EXECUTIVE OFFICERS in the Proxy

Information about the audit committee may be found under the captions MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES and MEMBERSHIP ON BOARD COMMITTEES in the Proxy Statement.

Information about beneficial

ownership may be found under the caption SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE in the Proxy Statement.

All of the aforementioned information is incorporated herein by reference.

Information about our directors may be found under the caption NOMINEES in the Companys Proxy Statement for the 2011

Annual Meeting of Stockholders (the Proxy Statement) to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 within 120 days from the fiscal year end.

Information about our executive officers may be found

under the caption EXECUTIVE OFFICERS in the Proxy Statement.

Information about the audit committee may be found under the captions MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES and MEMBERSHIP ON BOARD

COMMITTEES in the Proxy Statement.

Information about beneficial ownership may be found under the caption SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE in the Proxy Statement.

All of the aforementioned information is

incorporated herein by reference.

Code of Business Conduct and Ethics for Directors and Employees

We have adopted a Code of Business Conduct and Ethics for all of our directors and employees, including our Chief Executive Officer and Chief Financial Officer.

We have posted a copy of our Code of

Business Conduct and Ethics on our Internet website at www.innovaro.com .

Any waivers of the Code of Business Conduct and Ethics must be approved, in advance, by our full Board of Directors.

Any amendments to, or waivers from the Code of

Business Conduct and Ethics that apply to our executive officers and directors will be posted on our Internet website located at www.innovaro.com .

We have adopted a Code of Business Conduct and Ethics for all of our directors and employees, including our Chief Executive Officer and

Chief Financial Officer.

We have posted a copy of our Code of Business Conduct and Ethics on our Internet website at www.innovaro.com .

Any waivers of the Code of Business Conduct and Ethics must be approved, in advance, by our full

Board of Directors.

Any amendments to, or waivers from the Code of Business Conduct and Ethics that apply to our executive officers and directors will be posted on our Internet website located at www.innovaro.com .

Executive Compensation

2 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information set forth under the captions SECURITY OWNERSHIP in the Proxy Statement is incorporated herein by reference.

Securities Authorized For Issuance under Equity Compensation Plans

The following table summarizes information about the Companys equity incentive plans as of December 31, 2009:

Plan category

Number of securities to be

issued upon exercise

outstanding options, warrants

Weighted-average exercise

price of outstanding options,

warrants and rights

Number of securities

remaining available for

future issuance under equity

compensation plans

(excluding securities

reflected in column(a)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

The information set forth under the caption SECURITY OWNERSHIP and in Proposal 3 under the caption Securities Authorized

for Issuance under Equity Compensation Plans in the Proxy Statement is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information set forth under the captions CERTAIN RELATIONSHIPS AND TRANSACTIONS and DIRECTOR INDEPENDENCE in the

Proxy Statement is incorporated herein by reference.

The information set forth under the captions CERTAIN RELATIONSHIPS AND TRANSACTIONS and DIRECTOR INDEPENDENCE in

the Proxy Statement is incorporated herein by reference.

Principal Accountant Fees and Services

2 unchanged sentences

Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report:

The following Financial Statements

of UTEK Corporation are contained in Item 8 of this Form 10-K:

Consolidated Balance Sheet as of December 31, 2009 and Consolidated Statement of Assets and Liabilities as of December 31, 2008

Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended December 31, 2009, the nine months ended

September 30, 2009, and the years ended December 31, 2008 and 2007

Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Income (Loss) for the years ended December 31, 2009, 2008 and

Consolidated Statements of Cash Flows for the three months ended December 31, 2009, the nine months ended September 30, 2009, and the years

ended December 31, 2008 and 2007

Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2009 and the years ended December 31, 2008 and 2007

Consolidated Schedule of Investments for the year ended December 31, 2008

(a) The following Financial Statements of Innovaro, Inc.

are contained in Item 8 of this Form 10-K:

Consolidated Balance Sheets as of December 31, 2010 and 2009

Consolidated Statements of Operations for the year ended December 31, 2010, the three months ended December 31, 2009 and the nine months

ended September 30, 2009

Consolidated Statements of Changes in Equity for the year ended December 31, 2010, the three months ended December 31, 2009 and the nine

months ended September 30, 2009

Consolidated Statements of Cash Flows for the year ended December 31, 2010, the three months ended December 31, 2009 and the nine months

ended September 30, 2009

Notes to Consolidated Financial Statements

Selected Per Share Data and Ratios for the nine months ended September 30, 2009 and the years ended December 31, 2008, 2007, 2006 and 2005

Report of Independent Registered Public Accounting Firm

Report of Management on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

The following financial statement schedules are filed herewith:

Schedule 12-14 of Investments in and Advances to Affiliates

In addition, there may be additional schedules not provided because (i) such schedules are not required or (ii) the information required has

been presented in the aforementioned financial statements.

The following exhibits are filed with this report or are

incorporated herein by reference to a prior filing, in accordance with Rule 12b-32 under the Securities Exchange Act of 1934:

(b) The following exhibits are filed with this report or are incorporated herein by reference to a prior filing, in accordance with Rule 12b-32 under the Securities Exchange Act of 1934:

Certificate of Incorporation, dated July 6, 1999, as filed and recorded with the Secretary of State of the State of Delaware on July 13, 1999.

(Incorporated by

reference to Exhibit 3.1 filed with the Companys registration statement on Form N-2 (File No.

(Incorporated by reference

to Exhibit 3.1 filed with the Companys registration statement on Form N-2 (File No.

333-93913) filed on December 30, 1999.)

11 unchanged sentences

(Incorporated by reference to Exhibit 3.6 to the Companys Form 10-K filed on March 10, 2009.)

UTEK Corporation Amended and Restated Employee Stock Option Plan.

Certificate of Amendment to Certificate of Incorporation dated July 8, 2010, as filed and recorded with the Secretary of State of the State of Delaware on July 12, 2010.

(Incorporated by reference to Exhibit 3.1 to the Companys Form 10-Q filed on November 12, 2010.)

Form of Series A Warrants to Securities Purchase Agreement dated as of July 8, 2010.

(Incorporated by reference to Exhibit 4.1 to Form 8-K/A filed on July 9, 2010.)

Form of Series B Warrants to Securities Purchase Agreement dated as of July 8, 2010.

(Incorporated by reference to Exhibit 4.2 to Form 8-K filed on July 8, 2010.)

Innovaro Amended and Restated Employee Stock Option Plan.

(Incorporated by reference to Exhibit A filed with the Companys Proxy Statement filed on April 16,

3 unchanged sentences

(Incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q filed on August 9, 2005.)

Employment Agreement between UTEK Corporation and Doug Schaedler dated November 20, 2010.

(Incorporated by reference to Exhibit No.

10.1 to the Companys Form 8-K filed on

November 23, 2010.)

Innovaro Restricted Stock Plan.

(Incorporated by reference to Exhibit B filed with the Companys Proxy Statement filed on April 16, 2010.)

Employment Agreement between UTEK Corporation and Sam Reiber dated February 5, 2010.

(Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on February 8,

Separation Agreement dated April 8, 2009.

(Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on April 13, 2009.)

Employment Agreement between UTEK Corporation and Peter Skarzynski dated April 17, 2008.

(Incorporated by reference to Exhibit 10.20 to the Companys Form 10-K filed on March

UTEK Strategos Bonus Plan dated April 10, 2008.

(Incorporated by reference to Exhibit 10.21 to the Companys Form 10-K filed on March 22, 2010.)

Separation Agreement between UTEK Corporation and Clifford M.

dated April 8, 2009.

(Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on

April 13, 2009.)

Separation Agreement and Release between Innovaro, Inc.

and Doug Schaedler dated August 23, 2010.

(Incorporated by reference to Exhibit 10.6 to the Companys Form 10-Q filed on

November 12, 2010.)

Consulting Agreement between Innovaro, Inc.

and Asa Lanum of The CTO Group dated August 13, 2010.

(Incorporated by reference to Exhibit 10.7 to the Companys Form 10-Q filed on

November 12, 2010.)

Note and Warrant Purchase Agreement between UTEK Corporation and Gators Lender, LLC dated October 22, 2009.

33 unchanged sentences

and The Bank of Tampa dated May 1, 2008.

(Incorporated by reference to Exhibit 10.17 to the Companys Form 10-K filed

on March 22, 2010.)

$1,500,000 Mortgage and $1,500,000 Mortgage Note between Ybor City Group, Inc.

Buchman, Trustee dated September 30, 2005.

(Incorporated by reference to Exhibit 10.18 to

the Companys Form 10-K filed on March 22, 2010.)

Note and Mortgage Modification Agreement between Ybor City Group, Inc., 22 nd Street of Ybor City, Inc., and ABM of Tampa Bay, Inc.

Buchman, Trustee dated February 16, 2007.

Employment Agreement between UTEK Corporation and Peter Skarzynski dated April 17, 2008.

UTEK - Strategos Bonus Plan dated April 10, 2008.

(Incorporated by reference to Exhibit 10.19 to the Companys Form 10-K filed on March 22, 2010.)

Limited Liability Company Agreement for Verdant Ventures Advisors, LLC dated April 14, 2010 by among Verdant Ventures Managers, LLC, Silicon Prairie Partners, LLC and UTEK

(Incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q filed on August 10, 2010.)

Securities Purchase Agreement dated July 8, 2010 by and among UTEK Corporation and three institutional investors.

(Incorporated by reference to Exhibit 10.1 to the Companys

Form 8-K filed on July 8, 2010.)

Form of Amendment to Securities Purchase Agreement.

(Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K/A filed on July 9, 2010.)

Amendment to the Amended and Restated Stock Purchase Agreement dated December 3, 2010 by and among Strategos, Inc.

and Innovaro, Inc.

Promissory Note and Assignment and Security Agreement between Innovaro, Inc and Mark Berset dated December 27, 2010.

Computation of per share earnings is included in Item 8 of this Form 10-K.

List of subsidiaries of UTEK Corporation.

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 USC.

List of subsidiaries of Innovaro, Inc.

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

Section 1350.

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 USC.

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

Section 1350.

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 USC.

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

Section 1350.

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 USC.

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

Section 1350.

Filed Herewith.

Pursuant to the requirements of Section 13 or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this Report to be

signed on its behalf by the undersigned, thereunto duly authorized on March 22, 2010.

UTEK CORPORATION

Douglas Schaedler

Pursuant to the requirements of Section 13 or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this Report to

be signed on its behalf by the undersigned, thereunto duly authorized on March 30, 2011.

INNOVARO, INC.

Chief Executive Officer

1 unchanged sentence

Title (Capacity)

Douglas Schaedler

Chief Executive Officer

(Principal Executive Officer)

Chief Executive Officer (Principal Executive Officer)

March 30, 2011

/ S / C AROLE R.

Chief Financial Officer (Principal

Financial and Accounting Officer)

March 22, 2010

/s/ K EITH A.

March 22, 2010

C ALLEN - HAMILTON

Callen-Hamilton

Chief Financial Officer (Principal Financial and Accounting Officer)

March 30, 2011

G YIMAH - BREMPONG

Kwabena Gyimah-Brempong

/ S / C HARLES

March 30, 2011

3 unchanged sentences

March 30, 2011

March 22, 2010

Mark Radcliffe

March 30, 2011

Schedule 12-14

UTEK CORPORATION

Schedule of Investments in and

Advances to Affiliates

Portfolio Company and Investment

September 31,

of Interest or

Reductions(3)

September 30,

Affiliate Investments

Emission & Power Solutions, Inc.

(privately held)

Preferred Series B stock

GS Energy Corporation

Tesla Vision Corp.

(Manakoa Services Corp.)

Preferred Series B stock

MATECH Corporation (Material Technologies, Inc.)

Preferred Series E stock

MachineTalker, Inc.

NeoStem, Inc.

Cytodyn, Inc.

Preferred Series A stock

Cargo Connection Logistics Holdings, Inc.

Eclips Energy Technologies, Inc.

(World Energy Solutions, Inc.)

Preferred Series A stock

Avalon Oil and Gas, Inc.

USTelematics, Inc.

American Soil Technologies, Inc.

NetFabric Holdings, Inc.

Technology Capital Services, LLC

Total Investments in Affiliate Investments

Control Investments

UTEK Real Estate Holdings, Inc., (privately held)

Klegg Electronics, Inc

Total Investment in Control Investment

This schedule should be read in conjunction with the Companys consolidated financial

statements including the schedule of investments.

All of the listed securities are generally non-income producing.

In addition, all of the listed securities are restricted securities within the meaning of

Rule 144 of the Securities Act of 1933.

In some cases, preferred stock may also be non-income producing.

The principal amount for debt and the number of shares of common stock and preferred stock is shown in the Schedule of Investments as of

September 30, 2009 included in the Companys September 30, 2009 quarterly report on Form 10-Q.

Gross additions include increases in the cost basis of investments resulting from new portfolio investments and the movement of an existing portfolio company into this

category from a different category.

Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.

Gross reductions include decreases in the cost basis of investments resulting from the sale of portfolio investments and the movement of an existing portfolio company

out of this category into a different category.

Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures