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.)
|
|
|
500 President Clinton Ave., Suite 300 Little Rock, AR
|
72201
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
x
|
Title of Class
|
|
April 22, 2016
|
Common Stock
|
|
24,469,604
|
|
|
|
Page No.
|
Part I
|
|||
|
|||
Item 1.
|
Financial Statements.
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
Consolidated Statements of Income
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
|
|
Item 4.
|
Controls and Procedures.
|
|
|
|
|||
Part II
|
|||
|
|||
Item 1.
|
Legal Proceedings.
|
|
|
Item 1A.
|
Risk Factors.
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
|
|
Item 3.
|
Defaults upon Senior Securities.
|
|
|
Item 4.
|
Mine Safety and Disclosures.
|
|
|
Item 5.
|
Other Information.
|
|
|
Item 6.
|
Exhibits.
|
|
|
Signatures
|
|
•
|
material dependence on our relationships with Yahoo! and Google;
|
•
|
dependence of our Partner Network segment on relationships with distribution partners, and on the introduction of new products and services, which require significant investment;
|
•
|
dependence of our Owned and Operated Network segment on our ability to effectively market and attract traffic;
|
•
|
ability to acquire traffic through other search engines;
|
•
|
dependence on our financing arrangements with Bridge Bank, N.A. which is collateralized by our assets;
|
•
|
covenants and restrictions in our grant agreement with the state of Arkansas;
|
•
|
lack of control over content and functionality of advertisements we display from third-party networks;
|
•
|
need to keep pace with technology changes;
|
•
|
fluctuations of quarterly earnings and the trading price of our common stock;
|
•
|
vulnerability to interruptions of services;
|
•
|
dependence on key personnel;
|
•
|
vulnerability to regulatory and legal uncertainties and our ability to comply with applicable laws and regulations;
|
•
|
need to protect our intellectual property;
|
•
|
vulnerability to publishers who could fabricate clicks;
|
•
|
dilutive impact to our stockholders from outstanding restricted stock grants, warrants and options;
|
•
|
seasonality of our business; and
|
•
|
downturn or uncertainty in global economic conditions.
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash
|
$
|
4,433,537
|
|
|
$
|
4,257,204
|
|
Accounts receivable, net of allowance for doubtful accounts of $16,736 and $17,200, respectively
|
5,065,091
|
|
|
7,001,337
|
|
||
Unbilled revenue
|
8,727
|
|
|
16,154
|
|
||
Prepaid expenses and other current assets
|
280,619
|
|
|
345,752
|
|
||
Total current assets
|
9,787,974
|
|
|
11,620,447
|
|
||
Property and equipment, net
|
1,854,313
|
|
|
1,805,561
|
|
||
Other assets
|
|
|
|
||||
Goodwill
|
5,760,808
|
|
|
5,760,808
|
|
||
Intangible assets, net of accumulated amortization
|
9,086,657
|
|
|
9,320,951
|
|
||
Other assets
|
218,745
|
|
|
224,759
|
|
||
Total other assets
|
15,066,210
|
|
|
15,306,518
|
|
||
Total assets
|
$
|
26,708,497
|
|
|
$
|
28,732,526
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
7,664,096
|
|
|
$
|
10,080,315
|
|
Accrued expenses and other current liabilities
|
2,860,740
|
|
|
3,169,445
|
|
||
Total current liabilities
|
10,524,836
|
|
|
13,249,760
|
|
||
|
|
|
|
||||
Long-term liabilities
|
|
|
|
||||
Deferred tax liability
|
3,799,600
|
|
|
3,799,600
|
|
||
Other long-term liabilities
|
701,957
|
|
|
722,722
|
|
||
Total long-term liabilities
|
4,501,557
|
|
|
4,522,322
|
|
||
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Preferred stock, $.001 par value:
|
|
|
|
||||
Authorized shares 500,000, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.001 par value:
|
|
|
|
|
|
||
Authorized shares 40,000,000; issued shares 24,823,798
and 24,752,408, respectively; outstanding shares 24,447,271 and 24,375,881, respectively
|
24,823
|
|
|
24,752
|
|
||
Additional paid-in capital
|
129,428,346
|
|
|
129,081,029
|
|
||
Accumulated deficit
|
(116,374,506
|
)
|
|
(116,748,778
|
)
|
||
Treasury stock, at cost - 376,527 shares
|
(1,396,559
|
)
|
|
(1,396,559
|
)
|
||
Total stockholders' equity
|
11,682,104
|
|
|
10,960,444
|
|
||
Total liabilities and stockholders' equity
|
$
|
26,708,497
|
|
|
$
|
28,732,526
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net revenue
|
$
|
18,730,449
|
|
|
$
|
13,420,947
|
|
Cost of revenue
|
4,285,270
|
|
|
6,069,219
|
|
||
Gross profit
|
14,445,179
|
|
|
7,351,728
|
|
||
Operating expenses
|
|
|
|
||||
Marketing costs
|
11,065,666
|
|
|
4,922,146
|
|
||
Compensation
|
1,716,880
|
|
|
1,191,057
|
|
||
Selling, general and administrative
|
1,259,626
|
|
|
987,766
|
|
||
Total operating expenses
|
14,042,172
|
|
|
7,100,969
|
|
||
Operating income
|
403,007
|
|
|
250,759
|
|
||
Interest expense, net
|
(23,608
|
)
|
|
(51,161
|
)
|
||
Income from continuing operations before taxes
|
379,399
|
|
|
199,598
|
|
||
Income tax (expense) benefit
|
(7,235
|
)
|
|
406,453
|
|
||
Net income from continuing operations
|
372,164
|
|
|
606,051
|
|
||
Net income from discontinued operations
|
2,110
|
|
|
20,259
|
|
||
Net income
|
374,274
|
|
|
626,310
|
|
||
|
|
|
|
||||
Per common share data
|
|
|
|
||||
Basic and diluted:
|
|
|
|
||||
Net income from continuing operations
|
$
|
0.02
|
|
|
$
|
0.03
|
|
Net income from discontinued operations
|
—
|
|
|
—
|
|
||
Net income
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
|
|
|
||||
|
|
|
|
||||
Weighted average shares
|
|
|
|
||||
Basic
|
24,381,497
|
|
|
24,086,705
|
|
||
Diluted
|
24,566,288
|
|
|
24,240,258
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
374,274
|
|
|
$
|
626,310
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Settlement of tax liability
|
—
|
|
|
(406,453
|
)
|
||
Depreciation and amortization
|
540,562
|
|
|
370,883
|
|
||
Stock based compensation
|
359,338
|
|
|
51,924
|
|
||
Amortization of financing fees
|
6,400
|
|
|
9,533
|
|
||
Adjustment of European liabilities related to discontinued operations
|
(5,144
|
)
|
|
(20,461
|
)
|
||
Recovery of doubtful accounts
|
(464
|
)
|
|
(80
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable and unbilled revenue
|
1,944,137
|
|
|
(2,287,739
|
)
|
||
Prepaid expenses and other assets
|
64,747
|
|
|
57,613
|
|
||
Accounts payable
|
(2,411,075
|
)
|
|
1,307,931
|
|
||
Accrued expenses and other liabilities
|
(299,033
|
)
|
|
(837,934
|
)
|
||
Other, net
|
—
|
|
|
11,801
|
|
||
Net cash provided by (used in) operating activities
|
573,742
|
|
|
(1,116,672
|
)
|
||
Investing activities:
|
|
|
|
||||
Purchases of equipment and capitalized development costs
|
(372,598
|
)
|
|
(239,427
|
)
|
||
Net cash used in investing activities
|
(372,598
|
)
|
|
(239,427
|
)
|
||
Financing activities:
|
|
|
|
||||
Payments on term note payable and capital leases
|
(12,859
|
)
|
|
(183,725
|
)
|
||
Net taxes paid on RSU grants exercised
|
(11,952
|
)
|
|
(251,084
|
)
|
||
Net cash used in financing activities
|
(24,811
|
)
|
|
(434,809
|
)
|
||
Net change – cash
|
176,333
|
|
|
(1,790,908
|
)
|
||
Cash, beginning of year
|
4,257,204
|
|
|
3,714,525
|
|
||
Cash, end of period
|
$
|
4,433,537
|
|
|
$
|
1,923,617
|
|
Supplemental information:
|
|
|
|
||||
Interest paid
|
$
|
18,063
|
|
|
$
|
37,075
|
|
Income taxes paid
|
$
|
—
|
|
|
$
|
97,483
|
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Furniture and fixtures
|
$
|
231,463
|
|
|
$
|
230,637
|
|
Equipment
|
775,713
|
|
|
2,815,748
|
|
||
Software
|
9,978,535
|
|
|
9,856,947
|
|
||
Leasehold improvements
|
440,900
|
|
|
436,311
|
|
||
Subtotal
|
11,426,611
|
|
|
13,339,643
|
|
||
Less: accumulated depreciation and amortization
|
(9,572,298
|
)
|
|
(11,534,082
|
)
|
||
Total
|
$
|
1,854,313
|
|
|
$
|
1,805,561
|
|
|
Term
|
|
Carrying
Value
|
|
Accumulated Amortization and Impairment
|
|
Net Carrying Value
|
|
Year-to-date Amortization
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Customer list, Google
|
20 years
|
|
$
|
8,820,000
|
|
|
$
|
(1,800,750
|
)
|
|
$
|
7,019,250
|
|
|
$
|
110,250
|
|
Customer list, all other
|
10 years
|
|
1,610,000
|
|
|
(657,433
|
)
|
|
952,567
|
|
|
40,251
|
|
||||
Trade names, ALOT (1)
|
5 years
|
|
960,000
|
|
|
(784,000
|
)
|
|
176,000
|
|
|
48,000
|
|
||||
Domain websites (2)
|
5 years
|
|
715,874
|
|
|
(167,034
|
)
|
|
548,840
|
|
|
35,793
|
|
||||
Trade names, web properties (1)
|
-
|
|
390,000
|
|
|
—
|
|
|
390,000
|
|
|
—
|
|
||||
Intangible assets classified as long-term
|
|
|
$
|
12,495,874
|
|
|
$
|
(3,409,217
|
)
|
|
$
|
9,086,657
|
|
|
$
|
234,294
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill, Partner Network
|
|
|
$
|
1,776,544
|
|
|
$
|
—
|
|
|
$
|
1,776,544
|
|
|
$
|
—
|
|
Goodwill, Owned and Operated Network
|
|
|
3,984,264
|
|
|
—
|
|
|
3,984,264
|
|
|
—
|
|
||||
Goodwill, total
|
|
|
$
|
5,760,808
|
|
|
$
|
—
|
|
|
$
|
5,760,808
|
|
|
$
|
—
|
|
(1)
|
We have determined the ALOT trade names should be amortized over
five
years and the trade names related to our web properties have an indefinite life, and as such are not amortized.
|
(2)
|
On May 8, 2015, we purchased
two
domain websites with a fair value of
$715,874
. We determined they should be amortized over
five
years (see Note 7).
|
2016
|
$
|
702,882
|
|
2017
|
777,176
|
|
|
2018
|
745,176
|
|
|
2019
|
745,176
|
|
|
2020
|
613,949
|
|
|
Thereafter
|
5,112,298
|
|
|
Total
|
$
|
8,696,657
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Accrued marketing costs
|
$
|
2,068,677
|
|
|
$
|
1,404,488
|
|
Accrued sales allowance
|
250,000
|
|
|
500,000
|
|
||
Contingent stock due for acquired domains, current portion
|
238,625
|
|
|
238,625
|
|
||
Accrued expenses and other
|
185,692
|
|
|
294,629
|
|
||
Accrued payroll and commission liabilities
|
47,045
|
|
|
643,908
|
|
||
Capital leases, current portion
|
42,279
|
|
|
46,313
|
|
||
Accrued taxes
|
14,954
|
|
|
13,803
|
|
||
Deferred Arkansas grant, current portion
|
13,468
|
|
|
27,679
|
|
||
Total
|
$
|
2,860,740
|
|
|
$
|
3,169,445
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Contingent stock due for acquired domains, less current portion
|
$
|
477,249
|
|
|
$
|
477,249
|
|
Deferred rent
|
189,750
|
|
|
198,323
|
|
||
Capital leases, less current portion
|
22,385
|
|
|
31,210
|
|
||
Deferred Arkansas grant, less current portion
|
12,573
|
|
|
15,940
|
|
||
Total
|
$
|
701,957
|
|
|
$
|
722,722
|
|
|
Options Outstanding
|
|
RSUs Outstanding
|
|
Options and RSUs Exercised
|
|
Available Shares
|
|
Total
|
|||||
2010 ECP
|
250,498
|
|
|
1,047,848
|
|
|
2,017,682
|
|
|
669,917
|
|
|
3,985,945
|
|
2005 LTIP (*)
|
33,748
|
|
|
114,972
|
|
|
835,113
|
|
|
—
|
|
|
983,833
|
|
Total
|
284,246
|
|
|
1,162,820
|
|
|
2,852,795
|
|
|
669,917
|
|
|
4,969,778
|
|
|
|
For the Three Months Ended
|
||||
|
|
March 31, 2016
|
|
March 31, 2015
|
||
Weighted average shares outstanding for basic EPS
|
|
24,381,497
|
|
|
24,086,705
|
|
Effect of dilutive securities
|
|
|
|
|
||
Options
|
|
7,926
|
|
|
5,770
|
|
Restricted stock units
|
|
131,032
|
|
|
127,607
|
|
Warrants
|
|
45,833
|
|
|
20,176
|
|
Weighted average shares outstanding for diluted EPS
|
|
24,566,288
|
|
|
24,240,258
|
|
|
Lease Payments
|
||
2016
|
$
|
141,071
|
|
2017
|
182,456
|
|
|
2018
|
183,858
|
|
|
2019
|
184,852
|
|
|
2020
|
140,749
|
|
|
Total
|
$
|
832,986
|
|
|
|
For the Three Months Ended
|
||||||||||
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
||||
Partner Network
|
|
5,275,257
|
|
|
28.2
|
%
|
|
7,573,380
|
|
|
56.4
|
%
|
Owned and Operated Network
|
|
13,455,192
|
|
|
71.8
|
%
|
|
5,847,567
|
|
|
43.6
|
%
|
Total net revenue
|
|
18,730,449
|
|
|
100.0
|
%
|
|
13,420,947
|
|
|
100.0
|
%
|
|
|
For the Three Months Ended
|
||||||||||
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||
|
|
$
|
|
Gross Profit %
|
|
$
|
|
Gross Profit %
|
||||
Partner Network
|
|
1,023,365
|
|
|
19.4
|
%
|
|
1,520,895
|
|
|
20.1
|
%
|
Owned and Operated Network
|
|
13,421,814
|
|
|
99.8
|
%
|
|
5,830,833
|
|
|
99.7
|
%
|
Total gross profit
|
|
14,445,179
|
|
|
77.1
|
%
|
|
7,351,728
|
|
|
54.8
|
%
|
|
|
For the Three Months Ended March 31,
|
|||||||||||||
|
|
2016
|
|
2015
|
|
Change
|
|
% Change
|
|||||||
Partner Network
|
|
$
|
5,275,257
|
|
|
$
|
7,573,380
|
|
|
$
|
(2,298,123
|
)
|
|
(30.3
|
)%
|
Owned and Operated Network
|
|
13,455,192
|
|
|
5,847,567
|
|
|
7,607,625
|
|
|
130.1
|
%
|
|||
Net Revenue
|
|
$
|
18,730,449
|
|
|
$
|
13,420,947
|
|
|
$
|
5,309,502
|
|
|
39.6
|
%
|
|
|
For the Three Months Ended March 31,
|
|||||||||||||
|
|
2016
|
|
2015
|
|
Change
|
|
% Change
|
|||||||
Partner Network
|
|
$
|
4,251,892
|
|
|
$
|
6,052,485
|
|
|
$
|
(1,800,593
|
)
|
|
(29.7
|
)%
|
Owned and Operated Network
|
|
33,378
|
|
|
16,734
|
|
|
16,644
|
|
|
99.5
|
%
|
|||
Cost of revenue
|
|
$
|
4,285,270
|
|
|
$
|
6,069,219
|
|
|
$
|
(1,783,949
|
)
|
|
(29.4
|
)%
|
|
|
For the Three Months Ended March 31,
|
|||||||||||||
|
|
2016
|
|
2015
|
|
Change
|
|
% Change
|
|||||||
Marketing costs
|
|
$
|
11,065,666
|
|
|
$
|
4,922,146
|
|
|
$
|
6,143,520
|
|
|
124.8
|
%
|
Compensation
|
|
1,716,880
|
|
|
1,191,057
|
|
|
$
|
525,823
|
|
|
44.1
|
%
|
||
Selling, general and administrative
|
|
1,259,626
|
|
|
987,766
|
|
|
$
|
271,860
|
|
|
27.5
|
%
|
||
Operating expenses
|
|
$
|
14,042,172
|
|
|
$
|
7,100,969
|
|
|
$
|
6,941,203
|
|
|
97.8
|
%
|
Exhibit No.
|
|
Description of Exhibit
|
10.25
|
|
Amendment #12 dated March 31, 2016 to Yahoo! Publisher Network Contract #1-19868214 with Yahoo! Inc., Yahoo! Singapore Digital Marketing Pte. Ltd., and Yahoo! EMEA Limited *
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer *
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer *
|
32.1
|
|
Section 1350 certification of Chief Executive Officer *
|
32.2
|
|
Section 1350 certification of Chief Financial Officer *
|
101.INS
|
|
XBRL Instance Document *
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document *
|
1010.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document *
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document *
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document *
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document *
|
|
Inuvo, Inc.
|
|
|
|
|
|
|
April 27, 2016
|
By:
|
/s/ Richard K. Howe
|
|
|
|
Richard K. Howe,
|
|
|
|
Chief Executive Officer, principal executive officer
|
|
|
|
|
|
April 27, 2016
|
By:
|
/s/
Wallace D. Ruiz
|
|
|
|
Wallace D. Ruiz,
|
|
|
|
Chief Financial Officer, principal financial and accounting officer
|
|
•
|
As shown in Attachment A and as described in this Cover Page and Attachments
|
•
|
Minimum Above the Fold: For desktop and tablet, Paid Search Results – ***.
|
•
|
For clarity, any launch of the Links and Results set forth in implementation #6 above will be subject to Yahoo’s prior approval (email acceptable).
|
•
|
Additional terms for adult Paid Results are set forth in Section D of Attachment A.
|
•
|
Additional terms for D2S are set forth in Section G of Attachment A
|
•
|
Terms and Conditions are set forth in Attachment B.
|
•
|
Additional terms for syndication are set forth in Attachment C.
|
•
|
Additional terms for *** are set forth in Section 4 of Amendment #1 to the Original Agreement and in Attachment D.
|
•
|
Branding: Publisher will display the Marks as shown in the mockups attached hereto (or as approved in writing by Yahoo) on Publisher’s Offerings and in connection with the offer of the Applications and Syndicated Applications and the implementations associated therewith. Publisher will abide by the terms in Attachment E and any other guidelines that may be provided by Yahoo from time to time.
|
•
|
Additional terms for Applications and Bundled Applications are set forth in Attachment F.
|
•
|
Additional terms for error implementations (implementation #5 under Implementations on Publisher’s Offerings) are set forth in Attachment G.
|
•
|
Additional terms for domain match implementations (implementation #4 under Implementations on Publisher’s Offerings) are set forth in Attachment H.
|
•
|
Additional terms for email implementations (implementation #7 under Implementations on Publisher’s Offerings) are set forth in Attachment I.
|
•
|
Notwithstanding anything to the contrary contained in this Agreement, all Paid Results distributed in connection with any and all *** hereunder may only appear on web sites owned and operated by Publisher.
|
12.
|
Section B.4 of Attachment A of the Original Agreement is amended and restated to read as follows:
|
(a)
|
Immediately suspend Publisher’s
distribution of
Links and/or Results in any specific Email implementation or in Email generally;
|
(b)
|
Terminate this Email Attachment for any or no reason in Yahoo’s sole discretion, on 24 hours’ notice to Publisher. Within 24 hours of receiving such notice, Publisher and its vendors will stop including Links and/or Results in any Email.
Yahoo’s sole obligation to Publisher with regard to this Email Attachment is for undisputed payments
. In addition, Yahoo will have no obligations to nor any liability in connection with any of Publisher’s vendors under this Email Attachment.
|
INUVO, INC.
|
YAHOO! INC.
|
|
|
By: /s/ Don W. Barrett, III
|
By: /s/ Ian Weingarten
|
|
|
Name: Don W. Barrett, III
|
Name: Ian Weingarten
|
|
|
Title: COO
|
Title: SVP, Corporate Development & Partnerships
|
|
|
Date: 3/11/16
|
Date: March 30th, 2016
|
|
|
|
YAHOO! EMEA LIMITED
|
|
|
|
By: /s/ Ronnie Cobane
|
|
|
|
Name: William R. Cobane
|
|
|
|
Title: Director
|
|
|
|
Date: 18 April 2016
|
|
By: /s/ Margaret Chang
|
|
|
|
Name: Margaret Chang
|
|
|
|
Title: Senior Director
|
|
|
|
Date: 13 Apr 2016
|
1.
|
I have reviewed this annual report on Form 10-K of Inuvo, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 10-K of Inuvo, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.
|