UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

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

For the fiscal year ended December 31, 2008

OR

¨  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________________

Commission file number: 001-32442

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 No.)


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 þ No

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 þ No

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 the 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 Exchange 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, 2008 (the last business day of the registrant’s most recently completed second quarter), as reported on the NYSE Amex Equities, was approximately $28,793,000. As of March 20, 2009, there were 65,608,068 shares of common stock, par value $.001 per share, of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2009 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the year ended December 31, 2008, are incorporated by reference in Part III hereof. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part hereof.


 

 







EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of Inuvo, Inc. (formerly known as Kowabunga! Inc.) is being filed for the sole purpose of correcting a clerical error in the filing. In the Form 10-K as originally filed on March 31, 2009, the report of Blackman Kallick, LLP dated March 30, 2008 on our internal control over financial reporting as of December 31, 2007 (the “ICFR Report”) inadvertently appeared on page 34 and the report of Blackman Kallick, LLP dated March 30, 2008 on our consolidated balance sheet at December 31, 2007 the related consolidated statements of operations, shareholders’ equity and cash flows for the year ended December 31, 2007 (the “Audit Report”) was inadvertently omitted. The ICFR Report is hereby deleted in its entirety and substituted with the Audit Report which is included in Part IV of this Amendment No. 1. This Amendment No. 1 also contains currently dated certifications as Exhibits 31.1, 31.2, 32.1 and 32.2. No attempt has been made in this Amendment No. 1 to the Form 10-K for the fiscal year ended December 31, 2008 to modify or update any other information presented in the Form 10-K as previously filed nor does this Amendment No. 1 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. 1 should be read in conjunction with the Form 10-K previously filed and the registrant’s other filings with the SEC.






PART IV

Item 15.

Exhibits, Financial Statement Schedules.


Exhibit
No.

 

Description

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



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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Kowabunga! Inc.

We have audited the accompanying consolidated balance sheet of Kowabunga! Inc. as of December 31, 2007 and the related consolidated statements of operations, shareholders’ equity and cash flows for the year then ended. The consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Kowabunga! Inc. as of December 31, 2007, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of applying an accounting principle for the annual goodwill impairment test by changing the impairment test date effective December 31, 2007. As discussed in Note 10 to the consolidated financial statements, the Company has also changed its method of accounting for stock-based compensation effective January 1, 2006.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 30, 2008, expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ Blackman Kallick, LLP

Chicago, Illinois

March 30, 2008



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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: December 2, 2009

By:  

/s/ Richard K. Howe

 

 

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

 

December 2, 2009

Mitch Tuchman

 

 

 

 

 

 

 

 

 

/s/ Richard K. Howe

 

Chief Executive Officer and director, principal

 

December 2, 2009

Richard K. Howe

 

executive officer

 

 

 

 

 

 

 

/s/ Gail L. Babitt

 

Chief Financial Officer, principal financial and

 

December 2, 2009

Gail L. Babitt

 

accounting officer

 

 

 

 

 

 

 

/s/ Charles Pope

 

Director

 

December 2, 2009

Charles Pope

 

 

 

 

 

 

 

 

 

/s/ Jack Balousek

 

Director

 

December 2, 2009

Jack Balousek

 

 

 

 

 

 

 

 

 

/s/ Charles Morgan

 

Director

 

December 2, 2009

Charles Morgan

 

 

 

 





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