UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Under Section 12(b) or (g) of The Securities
Exchange Act of 1934
INNOVARO,
INC.
(Exact name of registrant in its charter)
| Delaware |
|
93-2109296 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
Suite 389, 74 East Glenwood Avenue
Smyrna, Delaware |
|
19977 |
| (Address of principal executive office) |
|
(Zip Code) |
| Registrant’s telephone number, including area code: (908) 462-2267 |
| Securities to be registered under Section 12(b) of the Act: |
NONE |
| |
|
| Securities to be registered under Section 12(g) of the Act: |
common stock, par value $0.00001 |
| |
(Title of class) |
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 ⌧ |
Smaller reporting company ⌧ |
| |
Emerging growth company ⌧ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Business.
Introduction.
We were incorporated in 1999 in Delaware under the name of Utek Corporation
as a business development corporation and we acquired by merger a Florida corporation of the same name. We changed our name to Innovaro,
Inc. in 2010. We filed reports with the SEC through 2014. Our last annual report on Form 10-K disclosed our business as being focused
on delivering innovation solutions to our clients through a combination of software and associated services as well as information for
strategic decision making. We offered a comprehensive set of software to ensure the success of any innovation project, regardless of the
size or intent. Our unique combination of our LaunchPad software (an integrated innovation environment) and our trends and foresight services
provided any business with the innovation support they need to drive success. Current management believes we have been
dormant most of the time subsequent to 2014.. The only available business history subsequent to 2014 is summarized in the 2022 annual
information statement published by current management at OTCMarkets.com which includes a statement that we were “previously
engaged in software service”. The disclosure states further that “the company
does not have operations at this time but plans to acquire an operating company via reverse merger”. However, we understand
it is the plan of our two controlling stockholders, one of whom is our director and chief executive officer, to privately sell their shares
to a person or persons yet to be identified who they expect will use us to acquire an operating business or start a business. The
address of our principal executive offices is Suite 389, 74 East Glenwood Avenue, Smyrna, Delaware and
our phone number is (908) 462-2267. We do not have a website.
We are a shell company
We are a shell company. We have no assets. We are not engaged in any
business, do not have any operations and are not generating any revenues.
Item 1A. Risk Factors
A purchase of our shares will involve a high degree of risk.
We have no business, no operations and no history of either on which
to base a decision to investment in our commons stock. You will be entirely dependent on the experience and judgment of our management
to determine what business or industry in which we may engage. You have no assurance the management who will make decisions regarding
the business or industry in which we engage will be our current management.
Our management, whether current or future, may have a conflict
of interest when deciding what business to acquire.
Our current or future management making the decision regarding acquisition
of a business may have a conflict of interest in the event that decision involves a company in which management has an ownership interest.
You can expect your percentage of ownership to be diluted in
the event we raise capital to start a business or purchase a business for cash or stock.
In the event we decide to start a business or purchase a business,
we will need to issue more stock to either sell for cash to fund operations, whether we start or acquire a business. It is likely that
we may also issue stock to make an acquisition if that is the course we take to obtain a business. You have no assurance we will be able
to either sell stock or use stock to make an acquisition.
You will not be able to evaluate the management that operates
a business we start or acquire.
It is probable that current management will not be management that
operates a business we start or we acquire. Current management is likely to be replaced by management who have experience in operating
the type of business we start or acquire; however, you have no assurance that future management will have the any such experience.
You will not have any vote on the type of business we start or
acquire.
Our current management will have the sole right to decide what business
we start or acquire. Stockholders, especially minority stockholders, will not have any right to vote and are not likely to be able influence
what business we start or acquire. You will be entirely dependent on current management to make the decisions regarding our business.
You are unable to determine the merits or risks of the business
we may start or acquire, or even the industry in which we may ultimately operate.
You have no current basis to evaluate the possible merits or risks
of the business we may start, the business we may acquire or the even the particular industry in which we may ultimately operate. The
business we may start, the business we may acquire or the industry in which we ultimately operate may be characterized by a high level
of risk. Although our management will endeavor to evaluate the merits or risks of the business we may start, the business we
may acquire or the even the particular industry in which we may ultimately operate., you have no assurance that our board of directors
will properly ascertain or assess all of the significant risk factors.
Our long-term success will likely be dependent upon a yet to
be identified management team which may be difficult to fully evaluate.
In the event we start or acquire a business, the success of our operations
will be dependent upon management which we cannot now identify and numerous other factors beyond our control. Although
it is possible that our current management will remain associated with the business we start or acquire a business, it is likely that
the management team will change and, in the event we acquire a business, it is likely the management team of that business will remain
in place given that they will have greater knowledge, experience and expertise compared to our current management. We expect to be dependent
upon a yet to be identified management team for our long-term success. As a result, you will not be able to evaluate the management
team that we will likely be dependent upon for our long-term success. Although we intend to scrutinize management of a prospective
business to be acquired as closely as possible in connection with evaluating the desirability of acquiring it, you have no assurance that
our assessment of the business of its management team will prove to be correct. These individuals may be unfamiliar with the
requirements of operating a public company and the securities laws, which could increase the time and resources they must expend in becoming
familiar with the complex disclosure and financial reporting requirements imposed on U.S. public companies. This could be expensive
and time-consuming and could lead to various regulatory issues that may adversely affect our future operations.
We may acquire a financially unstable company or an entity in
the early stage of development or growth, which is subject to greater risks compared to an acquisition of a more established company with
a proven record of earnings and growth.
We do not have financial resources that would make us attractive to
persons controlling an existing business that is financially stable, which places us at a disadvantage of other publicly traded companies
with whom we will complete to acquire an existing business operation, especially a business that is established with successful operations
and an established record of sales or earnings. Accordingly, businesses that would have an interest in being acquired by us
will likely be financially unstable or early stage or emerging growth company, which would limit our prospects to businesses impacted
by numerous risks inherent in the business and operations of such a company that we would not be subject to if we were to acquire a company
with a more established company with a proven record of earnings and growth.
We do not have resources to conduct market research or to identify
better industry or business opportunities.
We have not conducted nor do we have resources to conduct market research
concerning better industries or better business opportunities. Our management has not identified any specific industry or existing
business. You have no assurance that we will be able to effectively identify either an industry or a business an any industry that is
a sound business opportunity. Decisions as to which business opportunity to participate in will be unilaterally made by our
management, which may, in many instances, act without the consent, vote or approval of our stockholders.
We may acquire a business on terms that are not favorable to
us and to our existing stockholders.
We do not have the resources, financial and otherwise, to negotiate
terms for acquisition of a business that would be deemed to be favorable to us and to our stockholders. Any such transaction is likely
to be deemed to be more favorable to the owners of any business we acquire, particularly in the number of or shares the owners are willing
to receive in exchange for their ownership. This is especially true with respect to the number of our shares our currently controlling
stockholders retain as compared to shares we are obligated to newly issue. Our currently controlling stockholders will be incentivized
to retain as many shares as possible and obligate us to issue new shares, which will reduce or dilute your percentage of ownership following
any acquisition of an existing business.
Our acquisition of an existing business can be expected to benefit
our controlling stockholders.
In achieving the acquisition of an existing business, you may expect
our controlling stockholders to sell for cash all or a significant part of their shares to the persons who own the acquired business.
Our management who are our controlling stockholders may be incentivized to acquire a business which results in the highest price for their
stock rather than the best available business opportunity for us.
Our management will devote a portion of their time to other businesses
which may cause conflicts of interest in the determination as to how much time to devote to our affairs. This conflict of interest
could have a negative impact us.
Our officers and sole director engage in other businesses and are not
required to devote their full time or any specific number of hours to our affairs, which could create a conflict of interest when allocating
time between our affairs and their other commitments. We do not have and do not expect to have any full-time employees until
we start or acquire a business, either of which you have no assurance. Our officers’ and director’s other business
affairs require them to devote substantial amounts of time to such affairs, which limits their ability to devote time to our affairs and
could be expected to have a negative impact on our ability to start or acquire a business. We cannot assure you that these
conflicts will be resolved in our favor.
There is currently no active trading market for our common stock.
The public market for our shares is limited. See Item 9 “Market
Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters” for price and volume information.
Item 2. Financial Information.
Plan of Operations
We have no assets and no operations. We have $2,500 in liabilities
and have incurred operating expenses of $1,250 and $14,632 in 2023 and 2022, respectively and $204,129 in the first six months of 2024,
of which $197,139 was executive compensation and a consulting fee paid it our shares of common stock. We do not have a plan of operations.
Mr. Bland, our director and chief executive officer has voluntarily funded operating expenses; provided, that you have no assurance he
will continue to do so.
Item 3. Properties.
We rent on a month to month basis an office in an office suite operation
at $15.00 per month.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
Our principal stockholders are set forth in the
following table. These principal stockholders include:
| |
· |
each of our directors and executive officers, |
| |
· |
our directors and executive officers as a group, and |
| |
· |
others who we know own more than five percent of our issued and outstanding common stock. |
We believe each of these persons has sole voting and investment power
over the shares they own, unless otherwise noted. The address of our directors and executive officers is our address.
| | |
| |
Number
of Shares | | |
Percentage | |
| Kenneth D. Bland (1) | |
Common Stock | |
| 990,692,535 | | |
| 49.684% | |
| | |
Special 2022 Series A Preferred (2) | |
| 1 | | |
| 100.00% | |
| Jonathan Gruchy | |
none | |
| none | | |
| 0.00% | |
| Jackson L. Morris | |
none | |
| none | | |
| 0.00% | |
| All Directors and Officers as a Group (3 persons) | |
Common Stock | |
| 990,692,535 | | |
| 49.684% | |
| | |
Special 2022 Series A Preferred (2) | |
| 1 | | |
| 100.00% | |
| A.I. International Corporate Holdings, Ltd. (3) | |
Common Stock | |
| 985,692,535 | | |
| 49.284% | |
| Address – Sable Trust Road Town, Tortola, British Virgin Islands | |
| |
| | | |
| | |
| (1) |
Mr. Bland’s shares are registered in the name of Rhyans Crawford LLC |
| (2) |
The one share of Special 2022 Series A Preferred is entitled to cast sixty
percent of all votes eligible to be cast on all matters submitted to the stockholders for approval and converts into 30,000,000
common shares. |
| (3) |
A.I. International Corporate Holdings, Ltd. is entirely owned by Ezzat Jallad |
Item 5. Directors and Executive Officers.
The following table sets forth information about
our directors and our executive officers at the date of this prospectus:
| Name |
Age |
Position |
|
Director Since |
| Kenneth D. Bland |
61 |
Director and Chief Executive Officer |
|
April 20, 2024 |
| Jonathan Gruchy |
35 |
Chief Financial Officer |
|
N/A |
| Jackson L. Morris |
80 |
Corporation Secretary |
|
N/A |
Our stockholders elect our directors. Our directors
serve terms of one year and are generally elected at each annual stockholders meeting; provided, that there is no assurance we will hold
a stockholders’ meeting annually. Each director will remain in office until his successor is elected. We do not have independent
directors using the definition of independence contained in the NASDAQ listing rules. Our executive officers are elected by the board
of directors and their terms of office are at the discretion of the board of directors, subject to terms and conditions of their respective
employment agreements, if any. We have the authority under Florida law and our bylaws to indemnify our directors and officers against
certain liabilities. We have been informed by the U.S. Securities and Exchange Commission that indemnification against violations of federal
securities law is against public policy and therefore unenforceable.
Management Biographies
Kenneth D. Bland is our sole director and
Chief Executive Officer on a part time basis. He expects to devote _10 % of his time to our business and affairs. Mr. Bland is devoting
all of his working time and attention to our business and affairs. Mr. Bland has been engaged in the development of a live video streaming
application and platform for mobile devices during the past five years. Mr. Bland has held senior executive positions in management, finance,
sales and marketing at telecommunications companies including, Phone Two Communications, Broadwing Communications and AT&T. He attended
Rutgers University.
Jonathan Gruchy is our Chief Financial Officer
on a part time basis. He expects to devote 5 % of his time to our business and affairs. Mr. Gruchy has served in accounting and management
roles in a variety of industries for the last eight years. He earned a B.S. in Accounting from the University at Buffalo (date) and is
a certified public accountant in New York. Mr. Gruchy started his career at CitiGroup as a Financial Analyst in 2012. He then moved into
a Controller role with a heavy industrial manufacturer which he has served for over five years. He currently serves a variety of clients
offering services in accounting, management, and taxation. Jon has been running his firm Gruchy, CPA since 2017.
Jackson L. Morris fills the statutory position
of corporation secretary as a courtesy and incidental to his services as our independent corporate and securities counsel. Mr. Morris
has practiced law beginning 1971 and been engaged in the private practice of law since 1975, maintaining his own practice in the Tampa
Bay area since 1993. Mr. Morris focuses his practice on corporate and securities law. Mr. Morris earned a B.A. degree in economics from
Emory University in 1966, a J.D. degree from Emory University Law School in 1969 and a L.L.M. degree in Federal Taxation from Georgetown
Law School in 1974.
Item 6. Executive Compensation.
Except as set forth in the table below, we have
not compensated our executive officers in the last three years.
| | |
Year | |
Stock Awards | | |
Total | |
| Kenneth D. Bland, Chief Executive Officer | |
2024 | |
$ | 98,569 | (1) | |
$ | 98,569 | |
(1) 985,692,535 shares valued at $0.0001
Item 7. Certain Relationships and Related Transactions and Director
Independence.
Related Party Transactions.
We have not engaged in any related party transactions.
Family Relationships.
There is no family relationship among our directors and officers
Corporate Governance and Director Independence.
The Company has not:
| |
· |
established its own definition for determining whether its directors and nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current director would not be deemed to be “independent” under any applicable definition given that he is an officer of the Company; nor |
| |
|
|
| |
· |
established any committees of the board of directors. |
In view of our current business and the composition of our management,
our board of directors does not believe we require a corporate governance committee at this time.
Item 8. Legal Proceedings.
We are not a party to, nor is our management aware of any pending,
legal proceedings.
Item 9. Market Price of and Dividends on the Registrant’s
Common Equity and Related Stockholder Matters.
Market Information
As of the date of this Registration Statement, there are 524 record
holders of our common stock.
Our common stock trades in the OTC Pink Market. Trading in our common
stock cannot be deemed to be “active”, in view of the limited number of transactions and volume. Brokers cannot publish quotes
for our shares and can receive unsolicited offers only
| Quarter Ended |
|
High |
|
Low |
|
Volume |
| March 31, 2022 |
|
$0.0001 |
|
$0.0001 |
|
0 |
| June 30, 2022 |
|
$0.0001 |
|
$0.0001 |
|
0 |
| September 30, 2022 |
|
$0.0001 |
|
$0.0001 |
|
0 |
| December 31, 2022 |
|
$0.0061 |
|
$0.0024 |
|
50,000 |
| March 31, 2023 |
|
$0.0225 |
|
$0.0225 |
|
0 |
| June 30, 2023 |
|
$0.016 |
|
$0.016 |
|
0 |
| September 30, 2023 |
|
$0.0144 |
|
$0.0144 |
|
50,000 |
| December 31, 2023 |
|
$0.0143 |
|
$0.0143 |
|
7,000 |
| March 31, 2024 |
|
$0.0175 |
|
$0.015 |
|
107,217 |
| June 30, 2024 |
|
$0.013 |
|
$0.013 |
|
0 |
Dividends
We have not paid any dividends on our common stock to date and do not
presently intend to pay cash dividends. It is the expectation of our management that future earnings if any, will be retained
for use in our business operations. The payment of any dividends in the future will be within the discretion of our board of directors.
Item 10. Recent Sales of Unregistered Securities.
The sales of securities we have made during the last three fiscal years
and the current fiscal year through June 30 without registration under the Securities Act of 1933 is set forth in the following table.
| Name | |
Date | |
Number | | |
Consideration | |
Relationship |
| Rhyans Crawford LLC (1) | |
| |
| | | |
| |
Executive Officer |
| Special 2022 Series A Preferred | |
April 5, 2024 | |
| 1 | | |
Compensation | |
|
| Common Stock | |
July 25, 2024 | |
| 985,692,535 | | |
Compensation | |
|
| A.I. International Corporate Holdings, Ltd. (2) | |
July 26, 2024 | |
| 985,692,535 | | |
Consulting Fee | |
Consultant |
| (1) |
Entirely owned by Kenneth D. Bland, our sole director and Chief Executive Officer. |
| (2) |
Entirely owned by Ezzat Jallad. |
Item 11. Description of Securities.
The following description of our common stock is qualified in its entirety
by reference to our Articles of Incorporation, as amended, and Delaware corporation law. We are authorized to issue 2,000,000,000 shares
of common stock, $0.00001 par value per share. At the date of this registration statement, we have 1,994,000,000 shares of common stock
issued and outstanding, of which 1,976,572,093 shares are deemed to be “restricted” and subject to Rule 144 with respect to
resale. Holders of our common stock:
| |
· |
have one vote per share on election of each director and other matters submitted to a vote of stockholders; |
| |
· |
have equal rights with all holders of issued and outstanding common stock to receive dividends from funds legally available therefore, if any, when, as and if declared from time to time by the board of directors; |
| |
·
| are entitled to share equally with all holders of issued and outstanding common stock in all of our assets remaining after payment of liabilities, upon liquidation, dissolution or winding up of our affairs; |
| |
· |
do not have preemptive, subscription or conversion rights; and |
| |
· |
do not have cumulative voting rights. |
Preferred stock
We are authorized to issue 10,000,000 share of preferred stock of which
one share is designated as Special 2022 Series A Preferred, which has been issued to Mr. Bland. Mr. Bland has approved termination of
the designation and cancellation of the one. We have filed Articles for termination of the one share with Delaware.
Item 12. Indemnification of Directors and Officers.
Subchapter IV, §145, of the Delaware corporation law grants us
broad powers to indemnify our officers, directors, employees and agents who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and
in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Any indemnification (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because the person has met the applicable standard of conduct. Such determination shall
be made, with respect to a person who is a director or officer of the corporation at the time of such determination:
(1) By a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum; or
(2) By a committee of such directors designated by majority vote of
such directors, even though less than a quorum; or
(3) If there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion; or
(4) By the stockholders.
We may pay expenses (including attorneys’ fees) incurred by an
officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding in
advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation
as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees
and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another
corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation
deems appropriate.
We have the power to purchase and maintain insurance on behalf of any
indemnified person.
Item 13. Financial Statements and Supplementary Data
INNOVARO, INC.
INDEX TO FINANCIAL STATEMENTS
Report of an Independent Registered Public Accounting
Firm
To the shareholders and the board of directors
of Innovaro, Inc
Opinion on the Financial Statements
We have audited the accompanying balance sheets of
Innovaro Inc (the “Company”) as of December 31, 2023, and 2022, the related statements of operations, changes in shareholders’
equity and cash flows, for each of the two years in the period ended December 31, 2023, and 2022, and the related notes collectively referred
to as the “financial statements. In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for the year ended December
31, 2023, and 2022, in conformity with U.S. generally accepted accounting principles.
Going Concern
The accompanying financial statements have been prepared
assuming the company will continue as a going concern as disclosed in Note to the financial statement, the Company incurred a net loss
of $14,632 for the year ended December 31, 2023, and an accumulated deficit of $87,803,324 at December 31, 2023. The continuation of the
Company as a going concern through December 31, 2023, is dependent upon improving the profitability and the continuing financial support
from its stockholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s
obligations as they become due. These factors raise substantial doubt about the company’s ability to continue as a going concern.
These financial statements do not include any adjustments that might result from the outcome of the uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion. The company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Critical Audit Matters
Critical audit matters are matters arising from the
current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken
as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on
the accounts or disclosures to which they relate. There are no critical audit matters to be communicated.
OLAYINKA OYEBOLA & CO.
(Chartered Accountants)-PCAOB ID 5968
We have served as the Company’s auditor since
February 2024.
March 22nd, 2024.
Lagos Nigeria
INNOVARO, INC.
BALANCE SHEETS
| | |
December 31,
2023 | | |
December 31,
2022 | |
| ASSETS | |
| | |
| |
| | |
| | |
| |
| CURRENT ASSETS: | |
| | |
| |
| Cash | |
$ |
– | | |
$ |
– | |
| | |
| | |
| |
| TOTAL ASSETS | |
$ |
– | | |
$ |
– | |
| | |
| | |
| |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT LIABILITIES: | |
| | | |
| | |
| | |
| | | |
| | |
| Accrued liabilities | |
$ | 2,500 | | |
$ | 1,250 | |
| Total Current Liabilities | |
| 2,500 | | |
| 1,250 | |
| | |
| | | |
| | |
| COMMITMENTS AND CONTINGENCIES | |
| | | |
| | |
| | |
| | | |
| | |
| STOCKHOLDERS’ DEFICIT: | |
| | | |
| | |
| Preferred stock, 10,000,000 shares authorized, $0.01 par value: 0 issued and outstanding, respectively | |
| – | | |
| – | |
| Series A Preferred stock, 1 shares authorized, $1,500 par value: 1 share issued and
outstanding, respectively | |
| 1,500 | | |
| 1,500 | |
| Common stock, 50,000,000 shares authorized, $0.01 par value: 22,614,930 and 17,614,930 issued and outstanding, respectively | |
| 226,149 | | |
| 176,149 | |
| Additional paid-in capital | |
| 87,573,175 | | |
| 87,609,793 | |
| Accumulated deficit | |
| (87,803,324 | ) | |
| (87,788,692 | ) |
| Total Stockholders’ Deficit | |
| (2,500 | ) | |
| (1,250 | ) |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part of
these financial statements.
INNOVARO, INC.
STATEMENTS OF OPERATIONS
| | |
For the Years Ended
December 31, | |
| | |
2023 | | |
2022 | |
| | |
| | |
| |
| Revenue | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| Expenses: | |
| | | |
| | |
| General and administrative | |
| 14,632 | | |
| 1,250 | |
| Total operating expenses | |
| 14,632 | | |
| 1,250 | |
| Loss from operations | |
| (14,632 | ) | |
| (1,250 | ) |
| | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | |
| | |
| | | |
| | |
| Total other expense | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net loss before income taxes | |
| (14,632 | ) | |
| (1,250 | ) |
| Provision for income tax | |
| – | | |
| – | |
| Net Loss | |
$ | (14,632 | ) | |
$ | (1,250 | ) |
| | |
| | | |
| | |
| Loss per share – basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| Weighted average shares outstanding – basic and diluted | |
| 22,614,930 | | |
| 17,614,900 | |
The accompanying notes are an integral part of
these financial statements.
INNOVARO, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2023, AND
2022
| | |
Series A Preferred Stock | | |
Common Stock | | |
Additional | | |
Accumulated | | |
Total Stockholder’ | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Paid-in Capital | | |
Deficit | | |
Deficit | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance, December 31, 2021 | |
| – | | |
$ | – | | |
| 17,614,930 | | |
$ | 176,149 | | |
$ | 87,609,793 | | |
$ | (87,787,442 | ) | |
$ | (1,500 | ) |
| Series A shares issued | |
| 1 | | |
| 1,500 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 1,500 | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (1,250 | ) | |
| (1,250 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, December 31, 2022 | |
| 1 | | |
| 1,500 | | |
| 17,614,930 | | |
| 176,149 | | |
| 87,609,793 | | |
| (87,788,692 | ) | |
| (1,250 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, December 31, 2022 | |
| 1 | | |
| 1,500 | | |
| 17,614,930 | | |
| 176,149 | | |
| 87,609,793 | | |
| (87,788,692 | ) | |
| (1,250 | ) |
| Common stock issued | |
| – | | |
| – | | |
| 5,000,000 | | |
| 50,000 | | |
| (36,618 | ) | |
| – | | |
| 13,382 | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (14,632 | ) | |
| (14,632 | ) |
| Balance, December 31, 2023 | |
| 1 | | |
$ | 1,500 | | |
| 22,614,930 | | |
$ | 226,149 | | |
$ | 87,573,175 | | |
$ | (87,803,324 | ) | |
$ | (2,500 | ) |
The accompanying notes are an integral part of
these financial statements.
INNOVARO, INC.
STATEMENTS OF CASH FLOWS
| | |
For the Years Ended
December 31, | |
| | |
2023 | | |
2022 | |
| Cash Flows from Operating Activities: | |
| | | |
| | |
| Net loss | |
$ | (14,632 | ) | |
$ | (1,250 | ) |
| Adjustments to reconcile net loss to net cash used by operating activities: | |
| | | |
| | |
| | |
| | | |
| | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts payable and accrued expenses | |
| 1,250, | | |
| 1,250 | |
| Accrued interest – related party | |
| – | | |
| – | |
| Accrued interest | |
| – | | |
| – | |
| Net cash used in operating activities | |
| (13,382 | ) | |
| – | |
| | |
| | | |
| | |
| Cash Flows from Investing Activities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash Flows from Financing Activities: | |
| | | |
| | |
| Additional paid in capital | |
| 13,382 | | |
| – | |
| Proceeds from related parties | |
| – | | |
| – | |
| Net cash provided by financing activities | |
| 13,382 | | |
| – | |
| | |
| | | |
| | |
| Net Change in Cash | |
| – | | |
| – | |
| Cash beginning of year | |
| – | | |
| – | |
| Cash end of year | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
| Cash paid during the period for: | |
| | | |
| | |
| Interest | |
$ | – | | |
$ | – | |
| Income taxes | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part of
these financial statements.
INNOVARO, INC.
Notes to Audited Financial Statements
December 31, 2023
NOTE 1 — ORGANIZATION AND OPERATIONS
Innovaro, Inc. (the “Company,” “we,”
“us” or “our”), a Delaware corporation, has a fiscal year end of December 31 and is listed on the OTC Pink Markets
under the trading symbol INNI. The Company had abandoned its business and failed to take steps to dissolve, liquidate and distribute its
assets. It had also failed to meet the required reporting requirements with the Delaware Secretary of State, hold an annual meeting of
stockholders and pay its annual franchise tax from 2017 to 2022 which resulted in its Delaware charter being revoked. The Company also
failed to provide adequate current public information as defined in Rule 144, promulgated under the Securities Act of 1933, and was thus
subject to revocation by the Securities and Exchange Commission pursuant to Section 12(k) of the Exchange Act.
On November 18th , 2022, David Duarte, was appointed
as Sole Officer and Director of the Corporation by Asa Lanum, the former remaining Sole Officer and Director. Mr. Duarte was not able
to recover any of the Company’s accounting records from previous management but was able to get the shareholder information hence
the Company’s outstanding common shares were reflected in the equity section of the accompanying unaudited financial statements
for the Twelve months ended December 30, 2023, and 2022.
The company was incorporated in the State of Delaware
on July 13th, 1999, as UTEK Corp. The issuer changed its name to Innovaro, Inc. on July 8th, 2010.
On November 18th, 2022, David Duarte, was appointed
as Sole Officer and Director of the Corporation by Asa Lanum, the former remaining Sole Officer and Director.
On November 28th, 2022, the Company filed a “Renewal
for Void” with the Secretary State of the State of Delaware, which reinstated the Company’s charter and appointed a new Registered
Agent in Delaware.
The company remained non-operating for the 2023 fiscal
year and is currently engaged in evaluating and assessing new business opportunities.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The Company’s financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity
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 at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those estimates.
Stock-based Compensation.
In June 2018, the FASB issued ASU 2018-07, Compensation
– Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to
account for non-employee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December
15, 2018, and interim periods within those annual periods.
Related Party Transactions
Under ASC 850 “Related Party Transactions”
an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management
personnel or affiliate. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations
between related parties. The Company, in accordance with ASC 850 presents disclosures about related party transactions and outstanding
balances with related parties.
Derivative Financial Instruments
The Company evaluates its convertible notes to determine
if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that
are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting
date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company
uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation
dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity,
is evaluated at the end of each reporting period.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the
FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the
FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.
Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States
of America under U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices
(unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of
fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
| Level 1: |
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| |
|
| Level 2: |
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| |
|
| Level 3: |
Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
The carrying amount of the Company’s financial
assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity
of those instruments. The Company’s notes payable approximate the fair value of such instruments as the notes bear interest
rates that are consistent with current market rates.
Basic and Diluted Income (Loss) Per Share
The Company computes income (loss) per share in accordance
with FASB ASC 260. Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the
period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent
shares outstanding during the period. As of December 31, 2023.
Income Taxes
Income taxes are provided for the tax effects of
the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to
tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences,
which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets
when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment
about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s
control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes
could change in the near term.
Tax benefits are recognized only for tax positions
that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount
of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits”
is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards.
As of December 31, 2023 and 2022, no liability for unrecognized tax benefits was required to be reported.
Recently Issued Accounting Pronouncements
The Company has implemented all new applicable accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
The Company’s financial statements have been
prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets,
and liquidation of liabilities in the normal course of business.
As of December 31, 2023, the Company has no source
of revenue and has an accumulated deficit of approximately $87,803,324 and requires additional funds to support its operations and to
achieve its business development goals, the attainment of which are not assured.
These factors and uncertainties raise substantial
doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might incur in the
event the Company cannot continue in existence. Management intends to seek additional capital from new equity securities offerings, debt
financing and debt restructuring to provide funds needed to increase liquidity, fund internal growth and fully implement its business
plan. However, management can give no assurance that these funds will be available in adequate amounts, or if available, on terms that
would be satisfactory to the Company.
The timing and amount of the Company’s capital
requirements will depend on a number of factors, including maintaining its status as a public company and supporting shareholder and investor
relations.
NOTE 4 – SUBSEQUENT EVENTS
The Company follows the guidance in Section 855-10-50
of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through
the date when the financial statements were issued.
Item 14. Changes in and Disagreements with Accountants.
We do not have and have not had any disagreements with our independent
accountants on any matter of accounting principles, practices or financial statement disclosure.
Item 15. Financial Statements and Exhibits.
Financial Statements – see Item 13, above.
Exhibits –
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
| |
INNOVARO, INC. |
| |
|
|
| Date: August 13th, 2024 |
By: |
/s/ Kenneth D. Bland |
| |
Kenneth D. Bland |
| |
President |
Exhibit 3.1
State of .Delaware Secretary of State Division of Corporations .Delivered 02:54 PM 07/12/2010 FILED 02:52 PM 07/12/2010 SRV 100733655 - 3068837 FILE CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF UTEK CORPORATION UTEK CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify: 1. On January 18 , 2010 , the Board of Directors of the Corporation duly adopted a resolution regarding a proposed wnendment of the Certificate of Incorporation of the Corporation (the "Certificate"), declaring said amendment to be advisable and directing that the amendment be submitted to a vote of the stockholders of the Corporation at the annual meeting of the stockholders, 2. The proposed amendment is as follows: Article 1, in its entirety, of the Certificate be revoked, declared null and void and cf no further effect and in lieu thereof, the following article is adopted, approved and ratified: Article 1. NAME 111e name of thi:: Corporation is Innovaru, Inc. 3. That thereafter, pursuant to resolution of its Board of Directors, the stockholders of the Corporation at the annual meeting of the stockholders of the Corporation on July 8 , 2010 approved and adopted the amendment with the necessary number of shares as requ i red by statute voting in favor of the amendment . 4. That said amendment was duly adopted in accordance with the provision •: of Section 242 of the General Corporation Law of the State of Dt!laware . IN WITNESS WHEREOF, 1he undersigned, as Secretary oftjle COfJ?3f • has exec 1 .1ted thls Certificate of Amendment to Certificate of Incorporation on this 'cay of[)J!!IJ - 010. UTEK CORPORATION ! ! 0 i, · aLMoli c/ 0 Cai - ole R. Wright,cluefinancial Officer, Treasurer and Secretary SLK_TAM: Ill 189214vl
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORA TlON OF UTEK CORPORATION UTEK Corporation (the "Corporation''), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware {the "DGCL "), does hereby certify as follows: FIRST: That the Board of Directors of said corporation, at a meeting duly convened and held, adopted the following resolution and directed that said resolution be submtted to stockholders of the Corporation entitled to vote in respect thereof for their approval: RESOLVED, that the Certificate of Incorporation be amended by changing the article thereof numbered "ARTlCLE 4" so that, as amended, said article shall be and read as follows: ARTICLE 4. SHARES The total authorized stock of this corporation shall consist of 29,000,000 shares of common stock having a par value of $0.0 l per share (the "Common Stock') and 1,000,000 shares of preferred stock having a par value of $0 . 0 I per share (the "Preferred Stock") . Each share of Common Stock shall entitle the holder to (I) one vote on all matters submitted to a vote of the shareholders, (ii) to receive dividends when and if declared by the Board of Directors from funds legally available therefore according to the number of shares held, and (iii) upon liquidation, dissolution or winding up of the Corporation, to share ratably in any assets available for distribution to shareholders and payment of all obligations of the Corporation and after provision has been made with respect to each class of stock, if any, having preference over the Common Stock. The shares of Preferred Stock may be issued in one or more series, and each series shall be so designated to distinguish the shares thereof from the shares of all other series. Authority is hereby expressly granted to the Board of Directors to fix by resolution or resolution, before the issuance of any shares of a particular series, the number ;ind any of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions which are pennjtted by Delaware General Corporation Law in respect of any series of Preferred Stock of the corporation. SECOND: The Corporation's original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 13. 1999. THIRD: The foregoing amendment has been duly adopted by the Board of Directors and stockholders in accordance with the provisions of Section 242 of the DGCL. IN WITNESS WHEREOF, UTEK Corporation has caused this Certificate . of Amendment to the Certificate of Jncorporation to be signed by its Chairman and Chief Executive Officer thi 0 day of June, 2007. Clifford M. Gross, Ph.D. Chainnan and Chief Executive Officer WO 7498&1.I State of Delaware Secreta.ey of State Division of Corporations Delivered 06:08 PM 07/12/2007 FILED 05: 54 PM 07/12/2007 SRV 070809331 - 3068837 FILE
Exhibit 3.2
AMENDED AND RESTATED BY-LAWS
OF
UTEK CORPORATION
(As amended and restated by the Board of Directors on
February 26, 2009)
ARTICLE I
OFFICES
1. The location of the registered office of the Corporation in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of its registered agent at such address is Corporation Trust Company.
2. The Corporation shall in addition to its registered office in the State of Delaware establish and maintain an office or offices at such place or
places as the Board of Directors may from time to time find necessary or desirable.
ARTICLE II
CORPORATE SEAL
The corporate seal of
the Corporation shall have inscribed thereon the name of the Corporation and may be in such form as the Board of Directors may determine. Such seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.
ARTICLE III
MEETINGS
OF STOCKHOLDERS
1. All meetings of the stockholders shall be held at the registered office of the Corporation in the State of Delaware
or at such other place as shall be determined from time to time by the Board of Directors.
2. The annual meeting of stockholders shall be
held on such day and at such time as may be determined from time to time by resolution of the Board of Directors, when they shall elect by plurality vote, a Board of Directors to hold office until the annual meeting of stockholders held next after
their election and their successors are respectively elected and qualified or until their earlier resignation or removal. Any other proper business may be transacted at the annual meeting.
3. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise expressly provided by statute, by the Certificate of Incorporation or by these By-laws.
If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting (except as otherwise provided by statute). At such adjourned meeting at which the requisite amount of
voting stock shall be represented any business may be transacted which might have been transacted at the meeting as originally
notified.
4. At all meetings of the stockholders each stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless such instrument provides for a longer period.
5. At each meeting of the stockholders each stockholder shall have one vote for each share of capital stock having voting power, registered in his name
on the books of the Corporation at the record date fixed in accordance with these By-laws, or otherwise determined, with respect to such meeting. Except as otherwise expressly provided by statute, by the Certificate of Incorporation or by these
By-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority of the number of shares of stock present in person or represented by proxy at such meeting and entitled to vote thereat, a quorum being
present.
6. Notice of each meeting of the stockholders shall be mailed to each stockholder entitled to vote thereat not less than 10 nor
more than 60 days before the date of the meeting. Such notice shall state the place, date and hour of the meeting and, in the case of a special meeting, the purposes for which the meeting is called.
7. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the
Board of Directors, and shall be called by the Secretary at the request in writing of stockholders owning a majority of the amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request by
stockholders shall state the purpose or purposes of the proposed meeting.
8. Business transacted at each special meeting shall be confined
to the purpose or purposes stated in the notice of such meeting.
9. The order of business at each meeting of stockholders shall be
determined by the presiding officer.
ARTICLE IV
DIRECTORS
1. The business and affairs of the Corporation shall be managed under the direction of a
Board of Directors, which may exercise all such powers and authority for and on behalf of the Corporation as shall be permitted by law, the Certificate of Incorporation or these By-laws. Each of the directors shall hold office until the next annual
meeting of stockholders and until his successor has been elected and qualified or until his earlier resignation or removal.
2.
The Board of Directors may hold their meetings within or outside of the State of Delaware, at such place or places as it may from time
to time determine.
3. The number of directors comprising the Board of Directors shall be such number as may be from time to
time fixed by resolution of the Board of Directors. In case of any increase, the Board shall have power to elect each additional director to hold office until the next annual meeting of stockholders and until his successor is elected and qualified
or his earlier resignation or removal. Any decrease in the number of directors shall take effect at the time of such action by the Board only to the extent that vacancies then exist; to the extent that such decrease exceeds the number of such
vacancies, the decrease shall not become effective, except as further vacancies may thereafter occur, until the time of and in connection with the election of directors at the next succeeding annual meeting of the stockholders.
4. If the office of any director becomes vacant, by reason of death, resignation, disqualification or otherwise, a majority of the directors then in
office, although less than a quorum, may fill the vacancy by electing a successor who shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified or his earlier resignation or removal.
5. Any director may resign at any time by giving written notice of his resignation to the Board of Directors. Any such resignation shall take effect
upon receipt thereof by the Board, or at such later date as may be specified therein. Any such notice to the Board shall be addressed to it in care of the Secretary.
ARTICLE V
COMMITTEES OF DIRECTORS
1. The Board may designate an Executive Committee and one or more other committees, each such committee to consist of one or more directors of the
Corporation. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation (except as otherwise expressly limited by statute), including the power and
authority to declare dividends and to authorize the issuance of stock, and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall have such of the powers and authority of the Board as
may be provided from time to time in resolutions adopted by a majority of the whole Board.
2. The requirements with respect to the manner
in which the Executive Committee and each such other committee shall hold meetings and take actions shall be set forth in the resolutions of the Board of Directors designating the Executive Committee or such other committee.
ARTICLE VI
COMPENSATION OF
DIRECTORS
The
directors shall receive such compensation for their services as may be authorized by resolution of the Board of Directors, which
compensation may include an annual fee and a fixed sum for expense of attendance at regular or special meetings of the Board or any
committee thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
ARTICLE VII
MEETINGS OF DIRECTORS; ACTION WITHOUT A MEETING
1. Regular meetings of the Board of Directors may be held without notice
at such time and place, either within or without the State of Delaware, as may be determined from time to time by resolution of the Board.
2. Special meetings of the Board of Directors shall be held whenever called by the President of the Corporation or the Board of Directors on at least 24 hours’ notice to each director. Except as may be otherwise specifically provided
by statute, by the Certificate of Incorporation or by these By-laws, the purpose or purposes of any such special meeting need not be stated in such notice, although the time and place of the meeting shall be stated.
3. At all meetings of the Board of Directors, the presence in person of a majority of the total number of directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and, except as otherwise provided by statute, by the Certificate of Incorporation or by these Bylaws, if a quorum shall be present the act of a majority of the directors present shall be the act
of the Board.
4. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all the members of the Board or such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of committee. Any director may participate
in a meeting of the Board, or any committee designated by the Board, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this sentence shall constitute presence in person at such meeting.
ARTICLE VIII
OFFICERS
1. The officers of the
Corporation shall be chosen by the Board of Directors and shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board may also choose one or more Assistant Secretaries and Assistant Treasurers, and such other officers
as it shall deem necessary. Any number of offices may be held by the same person.
2.
The salaries of all officers of the Corporation shall be fixed by the Board of Directors, or in such manner as the Board may prescribe.
3. The officers of the Corporation shall hold office until their successors are elected and qualified, or
until their earlier resignation or removal. Any officer may be at any time removed from office by the Board of Directors, with or without cause. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of
Directors.
4. Any officer may resign at any time by giving written notice of his resignation to the Board of Directors. Any such
resignation shall take effect upon receipt thereof by the Board or at such later date as may be specified therein. Any such notice to the Board shall be addressed to it in care of the Secretary.
ARTICLE IX
CHIEF EXECUTIVE OFFICER
Subject to the supervision and direction of the Board of Directors, the Chief Executive Officer shall be responsible for managing the
affairs of the Corporation. He shall have supervision and direction of all of the other officers of the Corporation and shall have the powers and duties usually and customarily associated with the office of the President. He shall preside at
meetings of the stockholders and of the Board of Directors.
ARTICLE X
PRESIDENT
The President shall have such powers and duties as may be delegated
to him by the Chief Executive Officer. In the event that the Board of Directors does not appoint a Chief Executive Officer, the President shall perform the duties and shall have the powers of the Chief Executive Officer.
ARTICLE XI
SECRETARY AND ASSISTANT
SECRETARY
1. The Secretary shall attend all meetings of the Board of Directors and of the stockholders, and shall record the minutes
of all proceedings in a book to be kept for that purpose. He shall perform like duties for the committees of the Board when required.
2.
The Secretary shall give, or cause to be given, notice of meetings of the stockholders, of the Board of Directors and of the committees
of the Board. He shall keep in safe custody the seal of the Corporation, and when authorized by the Chief Executive Officer, President,
an Executive Vice President or a Vice President, shall affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an Assistant Secretary. He shall have such other powers and duties as may be delegated
to him by the Chief Executive Officer or by the President. The Assistant Secretary shall, in case of the absence of the Secretary,
perform the duties and exercise the powers of the Secretary, and shall have such other powers and duties as may be delegated to them
by the Chief Executive Officer or by the President.
ARTICLE XII
TREASURER AND ASSISTANT TREASURER
1. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit or cause to be deposited under his direction all moneys
and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors or pursuant to authority granted by it. He shall render to the Chief Executive Officer and to the
President and the Board whenever they may require it an account of all his transactions as Treasurer and of the financial condition of the Corporation. He shall have such other powers and duties as may be delegated to him by the Chief Executive
Officer or by the President.
2. The Assistant Treasurer shall, in case of the absence of the Treasurer, perform the duties and exercise
the powers of the Treasurer, and shall have such other powers and duties as may be delegated to them by the Chief Executive Officer or by the President.
ARTICLE XIII
CERTIFICATES OF STOCK
The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. They shall
exhibit the holder’s name and number of shares and shall be signed by the Chief Executive Officer, President or an Executive Vice President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary.
ARTICLE XIV
CHECKS
All checks, drafts and other orders for the payment of money and all promissory notes and other evidences of
indebtedness of the Corporation shall be signed by such officer or officers or such other person as may be designated by the Board of Directors or pursuant to authority granted by it.
ARTICLE XV
FISCAL YEAR
The fiscal year
of the Corporation shall be as determined from time to time by resolution duly adopted by the Board of Directors.
ARTICLE XVI
NOTICES AND WAIVERS
1. Whenever by statute, by the Certificate of Incorporation or by these By-laws
it is provided that notice shall be given to any director or stockholder, such provision shall not be construed to require personal notice, but such notice may be given in writing, by mail, by depositing the same in the United States mail, postage
prepaid, directed to such stockholder or director at his address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus deposited. Notice of regular or special meetings of
the Board of Directors may also be given to any director by telephone or by telex, telegraph or cable, and in the latter event the notice shall be deemed to be given at the time such notice, addressed to such director at the address hereinabove
provided, is transmitted by telex (with confirmed answerback), or delivered to and accepted by an authorized telegraph or cable office.
2.
Whenever by statute, by the Certificate of Incorporation or by these By-laws a notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of any stockholder or director at any meeting thereof shall constitute a waiver of notice of such meeting by such stockholder or director, as the case may be, except as otherwise provided by statute.
ARTICLE XVII
INDEMNIFICATION
All
persons who the Corporation is empowered to indemnify pursuant to the provisions of Section 145 of the General Corporation Law of
the State of Delaware (or any similar provision or provisions of applicable law at the time in effect) shall be indemnified by the Corporation
to the full extent permitted thereby. The foregoing right of indemnification shall not be deemed to be exclusive of any other such rights
to which those seeking indemnification from the Corporation may be entitled, including, but not limited to, any rights of indemnification
to which they may be entitled pursuant to any agreement, insurance policy, other by-law or charter provision, vote of stockholders or
directors, or otherwise. No repeal or amendment of this Article XVIII shall adversely affect any rights of any person pursuant to this
Article XVIII which existed at the time of such repeal or amendment with respect to acts or omissions occurring prior to such repeal
or amendment.
ARTICLE XVIII
ALTERATION OF BY-LAWS
The By-laws of the Corporation may be altered, amended or repealed, and new
By-laws may be adopted, by the stockholders or by the Board of Directors.
Exhibit 10.1
ADVISORY AGREEMENT THIS ADVISORY AGREEMENT (this "Agreement") is made as of April Pt, 2024, by and among Innovaro, Inc., a limited liability company incorporated under the laws of Delaware with address at 624 Tyvola Rd Suite l 03 # 186 Charlotte, NC 28217 (the "Company"); Kenneth Bland & Ezzat Jallad collectively (the "Advisors"). WHEREAS, the Company requires expertise in the areas of Re - organization, Audit, SEC Filing requirements, among others WHEREAS, the Advisors have the expertise to assist and implement such requirements and have agreed to provide to the Company. NOW, THEREFORE, in consideration of the services contained herein the parties agree as follows: 1. Appointment of Advisors The Company hereby appoints the Advisors, and the Advisors agree to implement the required actions 2. Company Obligations (a) The Company shall cooperate with the Advisor and provide necessary documents and information as requested by the Advisors; (b) The Company shall make the payment of the advisory fee as stipulated in the Agreement without delay. 4. Company Information In connection with the Advisors performance of its duties hereunder, the Company shall (i) provide the Advisors on a timely basis, all information reasonably requested by the Advisors, and (ii) make its officers and professionals available to the Advisors and such third parties as the Advisors shall designate (such as the Auditors & Attorneys) , as agreed to in advance by the Company, at reasonable times and upon reasonable notice . 5. Confidential Information The Advisors acknowledges that, in the course of performing its duties hereunder, it may obtain information relating to the Company, which the Company has marked as confidential ("Confidential Information") . The Advisors shall hold at all times , both during the term of this Agreement and at all times thereafter, such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose, other than as may be reasonably necessary for the performance of its duties purs 1 uant to this Agreement, without the Company's
prior written consent . The Advisors shall not disclose any Confidential Information to any person or entity, other than to the Advisor's employees or advisors as may be reasonably necessary for purposes of performing its duties hereunder, without the Company's prior written consent . The foregoing notwithstanding, the term "Confidential Information" shall not include the information which (i) becomes generally available to the public, other than as a result of a breach hereof, (ii) was available to the Advisors on a non - confidential basis prior to its disclosure to the Advisor by the Company, or (iii) becomes available to the Advisor on a non - confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with respect to such information . Furthermore, the Advisors may disclose Confidential Information to the extent required by law or regulation, including but not limited to court orders, subpoenas, civil investigative demands and interrogatories . 6. Compensation As compensation for the Advisors services, the Company shall pay each Advisor a fee equal to a total of $ 98 , 569 . 2535 which shall be payable in Common Stock computed at $ 0 . 000 lper share 7. Indemnification The Company agrees to indemnify the Advisors and hold the Advisors harmless (including each of its directors, officers, employees, partners and agents) with respect to any liability (and actions in respect thereof) incurred by the Advisors by virtue of its retention hereunder and shall reimburse the Advisors for any legal or other expenses reasonably incurred in connection with investigating or defending any such liability or action, provided that the Company shall have the right to control the defense of any claim giving rise to such liability and no such claim shall be settled without the consent of the Company . The foregoing provisions shall survive termination of this Agreement and any investigation with respect thereto by any party hereto . 8. Termination Either party may terminate this Agreement at any time and for any reason, with or without cause, upon giving 30 days written notice of termination to the other parties ; 9. Choice of Law; Dispute Resolution This Agreement shall be interpreted, controlled, and enforced in accordance with the substantive laws of Delaware. 2 10. General Provisions (a) This Agreement constitutes the entire agreement and final understanding of the
parties with respect to the subject matter hereof and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions between the parties, whether written or verbal, express or implied, relating in any way to the subject matter hereof . This Agreement may not be altered, amended, modified or otherwise changed in any way except by a written agreement, signed by both parties . (b) Any notice or other communication pursuant hereto shall be given to a party at its address first set forth above by (i) personal delivery, (ii) commercial overnight courier with written verification of receipt, or (iii) registered or certified mail . If so mailed or delivered, a notice shall be deemed given on the earlier of the date of actual receipt or three ( 3 ) days after the date of authorized delivery . (c) This Agreement may be executed in counterparts, each one of which shall constitute an original and all of which taken together shall constitute one document . The Company shall confirm that the foregoing is in accordance with its understanding by signing and returning to the Advisors the enclosed copy of this Agreement, which shall become a binding agreement upon the Advisors receipt . [Signature page follows] 3
IN WITNESS WHEREOF, the parties hereto have caused this Advisory Agreement to be duly executed as of the date first written above. 4 By: _ Name: Ezzat Jallad
Exhibit A - Warrant 5
Innovaro (PK) (USOTC:INNI)
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Innovaro (PK) (USOTC:INNI)
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