SEC Comment Letter for Inuvo, Inc. (INUV) (CIK 0000829323) (INUV) — Dec 20, 2011
Inuvo, Inc. (INUV) (CIK 0000829323)
Date: Dec. 20, 2011 · CIK: 0000829323 · Accession: 0000000000-11-072663
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-177983
Referenced dates: December 2, 2011
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE December 19, 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/A Amended on December 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 comment. Please respond to this letter by amendi ng your registration statement and providing the requested information. Where you do not be lieve our comment applies 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 this comment, we may have additional comments.
Accounting Treatment of the Merger, page 83
Mr. Wallace D. Ruiz Inuvo, Inc. Page 2 1. We note your response to comment one fr om our letter dated December 2, 2011. Please revise your disclosure of the account ing treatment of the merger to summarize the factors you considered in determining that Inuvo is the acc ounting acquirer in the transaction, as described in your response. Also make similar revisions to the Summary at page 14.
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. 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 rela ted matters. Please contact Paul Fischer, 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 / T e r r y F r e n c h f o r Larry Spirgel Assistant Director
Cc: James Schneider, Esq. Schneider Weinberger LLP
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
December 19, 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/A
Amended on December 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 comment.
Please respond to this letter by amendi ng your registration statement and providing
the requested information. Where you do not be lieve our comment applies 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 this comment, we may have additional comments.
Accounting Treatment of the Merger, page 83
Mr. Wallace D. Ruiz
Inuvo, Inc. Page 2
1. We note your response to comment one fr om our letter dated December 2, 2011.
Please revise your disclosure of the account ing treatment of the merger to summarize
the factors you considered in determining that Inuvo is the acc ounting acquirer in the
transaction, as described in your response. Also make similar revisions to the
Summary at page 14.
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.
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 rela ted matters. Please contact Paul Fischer,
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 / T e r r y F r e n c h f o r
Larry Spirgel Assistant Director
Cc: James Schneider, Esq. Schneider Weinberger LLP