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Item 9A. Controls and Procedures

2012-04-11 compared with 2011-03-30 · 81 added, 90 removed, 109 unchanged (61% 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

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

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).

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.

Managements Annual Report on Internal

Control over Financial Reporting

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.

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

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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.

Management assessed the effectiveness of the

Companys internal control over financial reporting as of December 31, 2011.

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

Control Integrated Framework.

Based on our assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2011.

Changes in Internal Control over Financial Reporting

There was no significant change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) that occurred during our most recently completed

fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no significant change in

our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

Other Information

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

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 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

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.

All of the aforementioned information is incorporated herein by

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

The information set forth under the captions DIRECTOR COMPENSATION, EXECUTIVE COMPENSATION, COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION and

COMPENSATION COMMITTEE REPORT in the Proxy Statement is incorporated herein by reference.

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

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.

information set forth under the captions DIRECTOR COMPENSATION, EXECUTIVE COMPENSATION, COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION and COMPENSATION COMMITTEE REPORT in the Proxy

Statement is incorporated herein by reference.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The information set forth under the caption SECURITY

OWNERSHIP 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

The information set forth under the captions FEES BILLED TO THE COMPANY BY REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM and POLICY ON PRE-APPROVAL OF SERVICES PROVIDED BY REGISTERED

INDEPENDENT PUBLIC ACCOUNTING FIRM in the Proxy Statement is incorporated herein by reference.

The information set forth under the captions FEES BILLED TO THE COMPANY BY REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM and POLICY ON

PRE-APPROVAL OF SERVICES PROVIDED BY REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM in the Proxy Statement is incorporated herein by reference.

Exhibits and Financial Statement Schedules

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

The following Financial Statements of Innovaro, Inc.

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

Consolidated Balance Sheets as of December 31, 2011 and 2010

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

Consolidated Statements of Operations for the years ended December 31, 2011 and 2010

Consolidated Statements of Changes in Equity for the years ended December 31, 2011 and 2010

Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

(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:

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.

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(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,

UTEK Corporation Amended and Restated Non-Qualified Stock Option Plan.

(Incorporated by reference to Exhibit C to the Companys Proxy Statement filed on April 29,

Form of Incentive Stock Option Agreement.

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

Innovaro Restricted Stock Plan.

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

Innovaro Equity Compensation Plan.

(Incorporated by reference to the Companys Proxy Statement filed on April 20, 2011.)

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,

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.)

Employment Offer Letter for Chief Executive Officer position between Innovaro, Inc.

and Asa Lanum dated April 18, 2011.

(Incorporated by reference to Exhibit 10.1 to the

Companys Form 10-Q filed on May 10, 2011.)

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

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and Gators Lender, LLC dated October 22, 2009.

(Incorporated by Reference to Exhibit 10.2 to the

Companys Form 8-K filed on October 28, 2009.)

(Incorporated by Reference to Exhibit 10.2

to the Companys Form 8-K filed on October 28, 2009.)

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

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Release of Mortgage by Gators Lender, LLC for the benefit of Cortez 114, LLC dated February 26, 2010.

(Incorporated by reference to Exhibit 10.4 to the Companys Form 8-K

filed on March 5, 2010.)

(Incorporated by reference to Exhibit 10.4 to the Companys Form 8-K filed

on March 5, 2010.)

$3,000,000 Promissory Note between Ybor City Group, Inc.

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and Innovaro, Inc.

(Incorporated by reference to Exhibit 10.27 to

the Companys Form 10-K filed on March 30, 2011.)

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

(Incorporated by reference to Exhibit 10.28 to the

Companys Form 10-K filed on March 30, 2011.)

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

List of subsidiaries of Innovaro, Inc.

Consent of Pender Newkirk & Company

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

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Section 1350.

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Filed Herewith.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11

or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

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.

be signed on its behalf by the undersigned, thereunto duly authorized on April 11, 2012.

INNOVARO, INC.

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed

below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Title (Capacity)

Chief Executive Officer (Principal Executive Officer)

March 30, 2011

/ S / C AROLE R.

Chief Financial Officer (Principal Financial and Accounting Officer)

March 30, 2011

/ S / C HARLES

March 30, 2011

Henry Chesbrough

March 30, 2011

Chief Executive Officer

(Principal Executive Officer)

April 11, 2012

/s/ CAROLE R.

Chief Financial Officer (Principal

Financial and Accounting Officer)

April 11, 2012

Mark Radcliffe

March 30, 2011

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