SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

December 2, 2011

Via E-mail

Mr. Wallace D. Ruiz Chief Financial Officer  Inuvo, Inc. 15550 Lightwater Drive, Suite 300 Clearwater, Florida 33760
Re:  Inuvo, Inc.
  Registration Statement on Form S-4
Filed on November 14, 2011 File No. 333-177983

Dear Mr. Ruiz:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  Where you do not be lieve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.

Mr. Wallace D. Ruiz
Inuvo, Inc. December 2, 2011 Page 2
 Accounting Treatment of the Merger, page 14

1. Disclose the factors you considered in determining that Inuvo is the accounting
acquirer in the merger transaction.  Also  tell us in detail how you applied the
guidance in paragraphs 805-10-55-11 thr ough 55-15 of the ASC in evaluating the
appropriate accounting treatme nt for the transaction.

Certain Unaudited Prospective Financial Information, page 57

2. We note the presentation of EBITDA and Adjusted EBITDA in your document.  You
should reconcile the presenta tion of these Non-GAAP items to the most directly
comparable measure calculated and presen ted in accordance with GAAP.  Further
please include a  statement disclosing the reasons why you believe the presentation of the
non-GAAP measure provides useful information to your investors regarding your
financial condition and results of operations and a statement disclosing the additional
purposes, if any, for which you use the non-GAAP measure. Please refer to guidance in
Section 101 of the Division’s Compliance and Disclosure Interpretations available on our website at www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm
.

Material U.S. Federal Income Tax C onsequences of the Merger, page 79

3. It is unclear whether the tax discussion section is counsel’s  opinion.  If it is, and you
intend to file a short-form opinion as an e xhibit to the registration statement, please
take into consideration th e following guidelines on th e filing of short-form tax
opinions:

 Counsel must present its full opinion in this section of the document.

 In the tax discussion section of the pros pectus, you must identify counsel who has
rendered the opinion and clearly state that the discussion is  the named counsel’s
opinion.  Delete all references to the disc ussion being a general discussion or of
general applicability.

 Clearly identify upon what counsel is opining.  In this regard, counsel must opine
on each  material tax consequence, not just that the merger will qualify as a
reorganization under Section 368(a) of  the Internal Revenue Code.

Mr. Wallace D. Ruiz
Inuvo, Inc. December 2, 2011 Page 3

 Counsel must file short-form opinions as e xhibits to the registration statement.  In
the short-form opinion filed as an exhibit, counsel must state that its opinion is set
forth in the tax discussion section and th at counsel confirms its opinion as set
forth in that section of the document.  Counsel also must consent to being named in the tax discussion section and the lega l matters section.  Furthermore, if the
opinion states that counsel has no obligation to update its opinion, then clarify that
the opinion speaks through the da te of effectiveness of th e registration statement.
Counsel can do this through di sclosure or by filing another opinion dated the date
of effectiveness.
Alternatively, advise us whether you inte nd to obtain and file a long-form tax
opinion.

4. We note your disclosure which states that “provided that the merger qualifies as a
reorganization within the meaning of secti on 368(a) of the Code, for U.S. federal
income tax purposes, in general….”  Neith er you nor counsel may assume any legal
conclusions underlying the opini on.  Counsel must instead opine on these matters as
part of its tax opinion.  Pl ease revise the prospectus as necessary to remove
statements assuming the tax consequences of the transaction and cl early state that the
transaction does qualify as a re organization under Section 368(a).

5. Please remove all uses of the words “in ge neral” on page 80 to modify a conclusion
of counsel about the tax consequences.  If doubt exists because of a lack of authority
directly addressing the tax c onsequences or conflicting au thority, counsel may use the
word “should” to make it clear that the opini on is subject to a de gree of uncertainty,
but counsel must explain why it cannot give a “will” opinion and describe the degree
of uncertainty in the opini on, and you should provide risk factor disclosure setting
forth the related risks to investors.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Wallace D. Ruiz
Inuvo, Inc. December 2, 2011 Page 4

Notwithstanding our comments, in the event you request accelerati on of the effective
date of the pending registration statement pl ease provide a written statement from the
company acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
   You may contact Michael Henderson, Staff Accountant, at (202) 551-3364, or Terry
French, Accountant Branch Chief, at (202)  551-3828, if you have questions regarding
comments on the financial statements and relate d matters.  Please contact Paul Fischer,

Mr. Wallace D. Ruiz
Inuvo, Inc. December 2, 2011 Page 5
 Attorney-Advisor, at (202) 551-3415, Celeste M. Murphy, Legal Branch Chief, at 202-551-
3257, or me at (202) 551-3810, with any other questions.

       S i n c e r e l y ,          /s/ Celeste M. Murphy for
  Larry Spirgel Assistant Director

Cc:  James Schneider, Esq.  Schneider Weinberger LLP