10-K/A 1 inuvo10ka.htm AMENDMENT NO. 4 TO FORM 10-K US Securities and Exchange Commission Edgar Filing


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

———————

FORM 10-K/A

(Amendment No. 4)

———————

þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2007

OR

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________________

Commission File Number001-32442

INUVO, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

  

87-0450450

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

15550 Lightwave Drive, Third Floor, Clearwater, FL 33760

(Address of Principal Executive Offices) (Zip Code)

(727) 324-0046

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

The aggregate market value of the outstanding common stock, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the Registrant’s Common Stock on June 30, 2007 (the last business day of the registrant’s most recently completed second quarter), as reported on the American Stock Exchange, was approximately $167,230,000. As of March 31, 2008, there were 67,548,950 shares of common stock, par value $.001 per share, of the registrant outstanding.

 

 




EXPLANATORY NOTE

This Amendment No. 4 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2007 of Inuvo, Inc. (formerly known as Think Partnership Inc.) is being filed for the sole purpose of correcting a clerical error in which an exhibit was inadvertently omitted from the EDGAR filing of the Form 10-K as originally filed on March 31, 2008. This Amendment No. 4. contains currently dated certifications as Exhibits 31.1, 31.2, 32.1 and 32.2. No attempt has been made in this Amendment No. 4 to the Form 10-K for the fiscal year ended December 31, 2007 to modify or update the other disclosures presented in the Form 10-K or Amendments previously filed. This Amendment No. 4 on Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 4 should be read in conjunction with the Form 10-K and Amendments previously filed and the registrant’s other filings with the SEC.




PART IV

Item 15.

Exhibits, Financial Statement Schedules.

Exhibit No.

 

Description

 

 

 

23.1

     

Consent of Blackman Kallick LLP *

31.1

 

Rule 13a-14(a)/15d-14(a)certificate of Chief Executive Officer *

31.2

 

Rule 13a-14(a)/15d-14(a)certificate of Chief Financial Officer *

32.1

 

Section 1350 certification of Chief Executive Officer *

32.2

 

Section 1350 certification of Chief Financial Officer*

———————

*

filed herewith






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Inuvo, Inc.

 

 

 

Date: September 25, 2009                              

By:

/s/ Richard K. Howe

 

 

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 and in the capacities and on the dates indicated.

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Mitch Tuchman

     

Chairman of the Board of Directors

     

September 25, 2009

Mitch Tuchman

 

 

 

 

 

 

 

 

 

/s/ Richard K. Howe

 

Chief Executive Officer and director,

 

September 25,2009

Richard K. Howe

 

principal executive officer

 

 

 

 

 

 

 

/s/ Gail L. Babitt

 

Chief Financial Officer, principal

 

September 25, 2009

Gail L. Babitt

 

financial and accounting officer

 

 

 

 

 

 

 

/s/ Joshua Metnick

 

Director

 

September 25, 2009

Joshua Metnick

 

 

 

 

 

 

 

 

 

/s/ Charles Pope

 

Director

 

September 25, 2009

Charles Pope

 

 

 

 

 

 

 

 

 

/s/ Jack Balousek

 

Director

 

September 25, 2009

Jack Balousek

 

 

 

 

 

 

 

 

 

/s/ Charles Morgan

 

Director

 

September 25, 2009

Charles Morgan