SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 10, 2026

Wallace Ruiz
Chief Financial Officer
Inuvo, Inc.
500 President Clinton Ave., Ste 300
Little Rock, AR 72201

 Re: Inuvo, Inc.
 Registration Statement on Form S-3
 Filed February 6, 2026
 File No. 333-293270
Dear Wallace Ruiz:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jeremy D. Siegfried
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 inuvo_corresp.htm Inuvo, Inc. 500 President Clinton Boulevard Suite 300 Little Rock, AR 72201 telephone (501) 205-8508 February 10, 2026 Via Edgar United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washin gton, D.C. 20549 Attn: Eddie Kim Re: Inuvo, Inc. Registration Statement on Form S-3 Filed February 6, 2026 File No. 333-293270 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Inuvo, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-293270) to February 12, 2026, at 4:00 p.m. Eastern Time or as soon thereafter as practicable. If you have any questions, please contact Jeremy D. Siegfried, Porter Wright Morris & Arthur LLP, 41 S. High Street, Columbus, Ohio 43215, telephone (614) 227-2181, and fax (614) 227-2100. Sincerely, Inuvo, Inc. /s/ Wallace D. Ruiz Wallace D. Ruiz Chief Financial Officer

CORRESP
1
filename1.htm

inuvo_corresp.htm

 Inuvo, Inc.

 500 President Clinton Boulevard

 Suite 300

 Little Rock, AR 72201

 telephone (501) 205-8508

 April 29, 2024

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Nicholas Nalbantian

   Re:

   Inuvo, Inc.

   Registration Statement on Form S-3

 Filed March 13, 2024

 File No. 333-277878

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Inuvo, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-277878) to May 1, 2024, at 4:00 p.m. Eastern Time or as soon thereafter as practicable.

 If you have any questions, please contact Jeremy D. Siegfried, Porter Wright Morris & Arthur LLP, 41 S. High Street, Columbus, Ohio 43215, telephone (614) 227-2181, and fax (614) 227-2100.

 Sincerely,

 Inuvo, Inc.

 /s/ Wallace D. Ruiz

 Wallace D. Ruiz

 Chief Financial Officer

United States securities and exchange commission logo
March 19, 2024
Wallace D. Ruiz
Chief Financial Officer
Inuvo, Inc.
500 President Clinton Boulevard
Suite 300
Little Rock, AR 72201
Re:Inuvo, Inc.
Registration Statement on Form S-3
Filed March 13, 2024
File No. 333-277878
Dear Wallace D. Ruiz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas Nalbantian at 202-551-7470 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeremy D. Siegfried

CORRESP
1
filename1.htm

inuv_corres

Inuvo, Inc.

500 President Clinton Boulevard

Suite 300

Little Rock, AR 72201

telephone (501) 205-8508

March
12, 2021

Via Edgar

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington, D.C. 20549

Attn:

Katherine
Bagley

Re:

Inuvo,
Inc.

Registration
Statement on Form S-3

Filed
February 12, 2021

File
No. 333-253018

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Inuvo,
Inc. (the “Company”) hereby requests acceleration of
the effective date of its Registration Statement on Form S-3 (File
No. 333-253018) to March 15, 2021, at 4:00 p.m. Eastern Time or as
soon thereafter as practicable.

If you
have any questions, please contact Jeremy D. Siegfried, Porter
Wright Morris & Arthur LLP, 41 S. High Street, Columbus, Ohio
43215, telephone (614) 227-2181, and fax (614)
227-2100.

Sincerely,

Inuvo,
Inc.

/s/
Wallace D. Ruiz

Wallace
D. Ruiz

Chief
Financial Officer

United States securities and exchange commission logo
February 18, 2021
Wallace D. Ruiz
Chief Financial Officer
Inuvo, Inc.
500 President Clinton Boulevard
Suite 300
Little Rock, AR 72201
Re:Inuvo, Inc.
Registration Statement on Form S-3
Filed February 12, 2021
File No. 333-253018
Dear Mr. Ruiz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeremy D. Siegfried

CORRESP
1
filename1.htm

inuv_corresp

Inuvo, Inc.

500 President Clinton Boulevard

Suite 300

Little Rock, AR 72201

telephone (501) 205-8508

'CORRESP'

June
23, 2020

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.E.

Washington,
DC 20549

Re:

Inuvo,
Inc. (the "Company")

Registration
Statement on Form S-3

Filed
June 12, 2020

File
No. 333-239147

Ladies
and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Securities
Act”), the Company hereby
requests that the effective date of the above-referenced
registration statement (the “Registration
Statement”) be
accelerated to Thursday, June 25, 2020, at 5:00 p.m., Eastern time, or as soon thereafter as
practicable. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the
Securities Act.

Once
the Registration Statement is effective, please orally confirm the
event with our counsel Pearlman Law Group LLP by calling Brian A.
Pearlman, Esq. at (954) 632-4564.

Thank
you.

Sincerely,

/s/
Wallace D.
Ruiz

Wallace
D. Ruiz

Chief
Financial Officer

cc:

Brian A. Pearlman,
Esq.

Decem ber 19, 2013

Via E -mail
Mr. Wallace D. Ruiz
Chief Financial Officer
Inuvo, Inc.
1111 Main Street, S uite 201
Conway , AR  72032

Re: Inuvo, Inc.
Form 10-K for the Year Ended  December 31, 2012
Filed March 1 3, 2013
  File No. 1-32442
  Form 10 -Q for Fiscal Quarter Ended September 30, 2013
  Filed October 30, 2013
  File No. 1 -32442

Dear Mr. Wallace :

 We have completed our review of your filings.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing s and the company
may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the di sclosure in the filing s to be certain that the
filing s include the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director

CORRESP
1
filename1.htm

    inuv_corresp.htm

December 11, 2013

via E-mail

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Inuvo, Inc. (the “Company”)

Form 10-K for the year ended December 31, 2012

Filed March 13, 2013

File No. 1-32442

Form 10-Q for the quarter ended September 30, 2013

Filed October 31, 2013

File No. 1-32442

Attention:

Larry Spirgel, Assistant Director

Inessa Kessman, Senior Staff Accountant

Terry French, Accounting Branch Chief

Ladies and Gentlemen:

On behalf of Inuvo, Inc., a Nevada corporation (“Inuvo” or the “Company”), we have set forth below Inuvo’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated November 26, 2013 with respect to the following filings:

Form 10-K for year ended December 31, 2012

Form 10-Q for the quarter ended September 30, 2013

For your convenience, the Staff’s comments are repeated below in bold and italics, followed in each case by the response of the Company.

Form 10-K for the year ended December 31, 2012

Note 5 – Other Intangible Assets and Goodwill, page F-15

1. Disclose goodwill by segments in accordance with ASC 350-20-50-1. Tell us how your segment reorganization in 2012 and 2013 effected goodwill classification.

RESPONSE:  We note the Staff’s comment and will disclose goodwill by segment in future filings.

We apply ASC 350-20-35 paragraphs 45 through 46 in determining how segment reorganizations affect goodwill classification. Our segment reorganization in 2012 combined our existing lines of business into a newly formed Network segment and the lines of business acquired through our acquisition of Vertro, Inc. (“Vertro”) in March 2012 into a newly formed Applications segment. As such, all existing goodwill prior to the acquisition of Vertro was assigned to the Network segment and all goodwill recognized through the Vertro acquisition was assigned to the Applications segment.

In 2013, we renamed the segments. The Network segment was renamed the Partner Network and the Applications segment was renamed the Owned & Operated Network. A distinguishing fact between the two segments is that the Partner Network is monetized through a Yahoo! relationship and the Owned & Operated segment is monetized through a Google relationship. Our owned and operated websites have been branded under the name “ALOT” and monetized through Google as an expansion of the existing applications business. We launched the first ALOT owned and operated website during the third quarter of 2012. At the time of the segment renaming, we moved this website from the Partner Network segment to the Owned & Operated segment where all the ALOT branded applications and web properties reside.  Given this revenue stream was new and given there was no integration with, nor alignment between these properties and the Partner segment, we determined it was not necessary to reclassify goodwill as a result of the 2013 segment change.

2. We note that you have an intangible asset labeled “customer list, Google,” that has a carrying value of $8.8 million and is being amortized over 20 years. You also state on page 18 and 24 of your Form 10-Q for the   quarterly period ended June 30, 2013, that you had a decline in revenue as a result of policy changes made by Google and that your current contract with Google expires in January 2015. Given the significance of this intangible, in your footnotes and critical accounting policies, please disclose specific details about this intangible asset. Discuss why you believe amortizing this asset on a straight line basis over 20 years is appropriate. Also, discuss how you considered specific events or changes in circumstances that might indicate that the carrying amount of your asset(s) may not be recoverable. Provide us with your proposed disclosure.

RESPONSE:  We note the Staff’s comments and will add the following disclosure to our footnotes and critical accounting policies in future filings.

We allocate a portion of the purchase price of acquisitions to identifiable intangible assets and we amortize definite-lived assets over their estimated useful lives. We consider our indefinite lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

As a result of our acquisition of Vertro, Inc. (“Vertro”) in March 2012, we recognized an asset for the customer relationship with Google for $8.8 million and assigned it a useful life of 20 years. A primary reason for acquiring Vertro was its relationship with Google. Up to the time of the acquisition, we principally had access to the Yahoo! inventory of advertisements. Among the many valuable assets acquired in the Vertro transaction was this Google relationship and the access it provided to an enormous inventory of advertisements. In addition, we acquired the ALOT brand with its millions of users around the world. ALOT branded products are monetized through Google which historically has produced a better margin than monetization through Yahoo!.  In determining the useful life, we considered the strategic importance of Vertro’s strong relationship with Google. Vertro and its predecessor company had contracts and successful renewals with Google that date back to 2006. The most recent renewal was February 1, 2013, a year after the acquisition of Vertro. We expect the Company’s relationship with Google to continue through the 20 year amortization period and beyond.

At the time of the Vertro acquisition, we engaged a third party valuation service to determine the fair value of the acquired assets. At the close of the 2012 fiscal year we again engaged a third party valuation service to reassess the fair value of the acquired assets.

From time to time, both search marketplaces, Google and Yahoo! implement policy and/or marketplace changes. In January 2013, Google requested changes to our agreement that impacted marketing programs for one of our ALOT products, the Appbar, the result of which was a decline in the number of product installs. Since acquiring the ALOT brand in the Vertro acquisition, we have materially expanded the brand into a number of additional owned and operated website and application products. We expect products within the brand to ebb and flow as customer preferences change and Google adjusts its marketplace policies. At the close of 2012, we considered the Google change and its effect on the recoverability of the acquired intangible asset. We determined that the asset continued to be recoverable despite the short-term impact to the Appbar product. We made this determination in part because of the recent success of other ALOT-branded and Google monetized products and because of the marketing improvements associated with the original changes. Between websites and applications, the Company has launched more than 20 new ALOT branded products in 2013 and we expect to continue aggressively building out our Owned and Operated segment well into the future.

2

Form 10-Q for the Quarterly Period Ended September 30, 2013

Note 2 – Basis of Presentation and Significant Accounting Policies, page 8

3. You state that during the first quarter of 2013 you received a grant from the state of Arkansas to relocate your corporate headquarters to Conway, Arkansas. You recognized the grant funds into income as a reduction of the related expense in the period in which those expenses are recognized. You also state that the grant contains certain requirements that would require you to repay a portion of the grant, up to but not to exceed the full amount of the grant. One of the requirements is to have at least 50 full-time equivalent, permanent positions in Arkansas within four years, and maintain that personnel level for another six years at a total average compensation of $90,000 per year. It appears based on our disclosure on page seven that as of September 30, 2013 you only had 28 employees located in Arkansas. Given that these funds require you to meet certain contingencies, tell us why you believe the grant has been realized. Tell us how you considered the guidance in ASC 450-30-25 or other relevant literature.

RESPONSE:

United States generally accepted accounting principles provide little guidance on the accounting for government grants to for-profit companies. In determining the accounting for our grant, we referred to general practices of government grants which have traditionally been guided by the AICPA issues paper, Accounting for Grants Received from Governments. These practices rely heavily on the economics of the grant agreement in determining the appropriate accounting treatment.

We believe the accounting treatment we have applied to the grant most closely aligns to the underlying economics of the agreement. The grant was offered to us by the state of Arkansas (the “State”) as an incentive to relocate our headquarters to Conway, Arkansas. The grant stipulates that the State has the ability to require a pro rata reimbursement of funds if we do not meet certain employment requirements, including those noted by the Staff. We have evaluated and continue to evaluate the likelihood of missing the employment targets set forth in our agreement with the State as a loss contingency under ASC 450-20 described further in the following paragraph. As of September 30, 2013, we have completed the move to Arkansas and the State has reimbursed us approximately $1,625,000 of the total $1,750,000 available under the grant. It should be noted that as of September 30, 2013 we had deferred the recognition of approximately $693,000 of grant funds received primarily related to the purchase of capitalized assets and prepaid rent.

The grant requires that during the first four years on each anniversary we employ a certain number of residents of the State until March 31, 2017 when the maximum of 50 must be attained. The first milestone, 26 employed residents by March 31, 2014 was exceeded by September 30, 2013 and currently we have 50% of the additional twelve employees required by March 31, 2015. We presently have 9 employees outside of the State. We expect to migrate these positions to in-State employees as operational needs require it. Our business plan and internal forecast calls for us to exceed each annual employment milestone. The grant additionally requires an average annual compensation of $90,000 per resident employee. The average annual compensation at September 30, 2013 was approximately $119,000. We will continue to monitor the grant and the grant requirements on a quarterly basis and will adjust if necessary.

We trust the foregoing sufficiently responds to the Staff’s comments. Should you have any questions, please contact me at 501-205-8397.

In addition, the Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in Commission filings; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Wallace Ruiz

Inuvo, Inc.

Chief Financial Officer

3

November 26, 2013

Via E -mail
Mr. Wallace D. Ruiz
Chief Financial Officer
Inuvo, Inc.
1111 Main Street, S uite 201
Conway , AR  72032

Re: Inuvo, Inc.
Form 10-K for the Year Ended  December 31, 2012
Filed March 1 3, 2013
  File No. 1-32442
  Form 10 -Q for Fiscal Quarter Ended September 30, 2013
  Filed October 31 , 2013
  File No. 1 -32442

Dear Mr. Wallace :

 We have reviewed your filing s and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will  do so and explain to us how you intend to
comply.   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 within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Note 5 – Other Intangible Assets and Goodwill, page F -15

1. Disclose goodwill by segments in accordance with ASC 350 -20-50-1.  Tell us how your
segment reorgan ization in 2012 and 2013 effected goodwill classification.

2. We note that you have an intangible asset labeled “customer list, Google,” that has a
carrying value of $8.8 million and is being amortized over 20 years.  You also state on

Mr. Ruiz
Inuvo, Inc.
November 26, 2013
Page 2

 page 18 and 24 of your  Form 10 -Q for the quarterly period ended June 30, 2013, that you
had a decline in revenue as a result of policy changes made by Google and that your
current contract with Google expires in January 2015.  Given the significance of this
intangible, in your footnotes and critical accounting policies, please disclose specific
details about this intangible asset.  Discuss why you believe amortizing this asset on a
straight line basis over 20 years is appropriate.  Also, discuss how you considered
specific event s or changes in circumstances that might indicate that the carrying amount
of your asset(s) may not be recoverable.  Provide us with your proposed disclosure.

Form 10 -Q for the Quarterly Periods Ended September 30, 2013

Note 2 – Basis of Presentation and  Significant Accounting Policies, page 8

3. You state that during the first quarter of 2013 you received a grant from the state of
Arkansas to relocate your corporate headquarters to Conway, Arkansas.  You recognized
the grant funds into income as a reductio n of the related expense in the period in which
those expenses are recognized.  You also state that the grant contains certain
requirements that would require you to repay a portion of the grant, up to but not to
exceed the full amount of the grant.  One o f the requirements is to have at least 50 full -
time equivalent, permanent positions in Arkansas within four years, and maintain that
personnel level for another six years at a total average compensation of $90,000 per year.
It appears based on our disclos ure on page seven that as of September 30, 2013 you only
had 28 employees located in Arkansas.  Given that these funds require you to meet
certain contingencies, tell us why you believe the grant has been realized.  Tell us how
you considered the guidance in ASC 450 -30-25 or other relevant literature.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applic able Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments , please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Mr. Ruiz
Inuvo, Inc.
November 26, 2013
Page 3

 You may contact Inessa Kessman , Senior Staff Accountant, at (202) 551 -3371 or Terry
French, Accountant Branch Chief,  at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director

CORRESP
1
filename1.htm

Acceleration

 Inuvo, Inc.

 15550 Lightwave Drive, Suite 300

 Clearwater, Florida 33760

Telephone: (727) 324-0046

                                 January
25, 2012

 ‘CORRESP’

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Inuvo, Inc. (the “Company”)

 Registration Statement on Form S-4

 File No. 333-177983

Ladies and Gentlemen:

 The
undersigned registrant hereby requests acceleration of the effective date of the above-captioned Registration Statement to Friday, January 27, 2012 at 9:00 a.m., Eastern time, or as soon thereafter as is practicable.

The undersigned registrant acknowledges that:

•

 Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the 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 the disclosure in the filing; and

•

 The Company may not assert staff comments and 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.

 The undersigned also acknowledges to the staff its
awareness of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

Very truly yours,

/s/ Wallace D. Ruiz

Wallace D. Ruiz, Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence

 INUVO, INC.

 15550 Lightwave Drive

 Suite 300

Clearwater, FL 33760

 telephone (727) 324-0046

 wallace.ruiz@inuvo.com

January 17, 2011

 ‘CORRESP’

 Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Inuvo, Inc. (the “Company”)

 Registration Statement on Form S-4/A

 Amended on December 14, 2011

 File No. 333-177983

 Ladies and Gentlemen:

 The Company is in receipt of the staff’s letter of
comment dated December 19, 2011. Following are the Company’s responses to such comments. Contemporaneously, the Company has filed Amendment No. 2 to the above-captioned Registration Statement on Form S-4 (“Amendment
No. 2”) which has been revised to reflect the Company’s responses to the staff’s comments set forth below.

 Accounting
Treatment of the Merger, page 83

1.
We note your response to comment one from our letter dated December 2, 2011. Please revise your disclosure of the accounting treatment of the merger to summarize
the factors you considered in determining that Inuvo is the accounting acquirer in the transaction, as described in your response. Also make similar revisions to the Summary at page 14.

RESPONSE: We have revised the section entitled “Accounting Treatment of the Merger,” beginning on page 83 of Amendment No. 2 to summarize
the factors that were considered in determining that Inuvo is the accounting acquirer in the transaction, as described in our response, dated December 14, 2011, to your comment letter, dated December 2, 2011. We have also made similar
revisions in the section entitled “Summary—Accounting Treatment of the Merger,” beginning on page 14 of Amendment No. 2.

 We trust the foregoing adequately responds to the staff’s comments. The Company acknowledges:

•

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

 1

•

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

•

 the Company may not assert staff comments and 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.

Sincerely,

/s/ Wallace D. Ruiz

Wallace D. Ruiz, Chief Financial Officer

 2

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

CORRESP
1
filename1.htm

Correspondence

 INUVO, INC.

 15550 Lightwave Drive

 Suite 300

Clearwater, FL 33760

 telephone (727) 324-0046

 wallace.ruiz@inuvo.com

December 13,
2011

‘CORRESP’

Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Inuvo, Inc. (the “Company”)

Registration Statement on Form S-4

Filed on November 14, 2011

File No. 333-177983

 Ladies and Gentlemen:

 The Company is in receipt of the staff’s letter of comment dated December 2, 2011. Following are the Company’s
responses to such comments. Contemporaneously, the Company has filed Amendment No. 1 to the above-captioned Registration Statement on Form S-4 (“Amendment No. 1”) which has been revised to reflect the Company’s responses to
the staff’s comments set forth below. Under separate cover, we are providing Mr. Henderson with courtesy copies, marked to show the revisions and keyed to the comments.

 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
of paragraphs 805-10-55-11 through 55-15 of the ASC in evaluating the appropriate accounting treatment for the transaction.

RESPONSE: The Company examined all factors in its determination that the Company is the accounting acquirer in the merger transaction with Vertro,
including all the requirements of ASC paragraphs 805-10-55-11 through 55-15. Below is a summary of the Company’s analysis and conclusions:

•

 In a business combination effected primarily by transferring cash or other assets or by incurring liabilities, the acquirer usually is the entity that
transfers the cash or other assets or incurs the liabilities (805-10-55-11).

 Company conclusion: This
section is not applicable as the merger transaction involves the exchange of equity interests.

 Pursuant to ASC 805-10-12 Application of the Acquisition Method – Acquiring Entity
(U.S. GAAP), when stock is used, the determination of the acquirer is usually evident from the facts and circumstances. If the identity of the acquirer is unclear, the following facts and circumstances shall be considered in making the
determination of the acquirer for business combinations effected by exchanging equity interests:

•

 The relative voting rights in the combined entity after the business combination. The acquirer usually is the combining entity whose owners as a group
retain or receive the largest portion of the voting rights in the combined entity. In determining which group of owners retains or receives the largest portion of the voting rights, an entity shall consider the existence of any unusual or special
voting arrangements and options, warrants, or convertible securities (805-10-55-12(a)).

 Company
conclusion: After consideration of options and warrants of the combined company, on a fully diluted basis, it is estimated that Vertro stockholders will hold 48.6% of the outstanding shares of the combined company, and Inuvo stockholders will
hold 51.4% of the combined company. Thus, this supports the position that the Company is the accounting acquirer.

•

 The existence of a large non-controlling voting interest in the combined entity when no other owner or organized group of owners has a significant
voting interest. The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest non-controlling voting interest in the combined entity (805-10-55-12(b)).

Company conclusion: Based upon publicly filed information, the largest expected stockholder of the combined company currently
beneficially owns both shares of the Company (13.1%) and Vertro (14%). As a result, the Company does not deem this factor to be conclusive as to the determination of the accounting acquirer.

•

 The composition of the governing body of the combined entity. The acquirer usually is the combining entity whose owners have the ability to elect or
appoint or to remove a majority of the members of the governing body of the combined entity (805-10-55-12(c)).

Company conclusion: As set forth in the merger agreement, the board of directors (governing body) of the surviving company will
consist of three board members from the Company, three board members from Vertro, and one independent board member selected by the combined six members chosen from both companies. As the representation on the board of directors of the surviving
company will consist equally of members of both companies, the Company does not deem this consideration conclusive to the determination of the accounting acquirer.

•

 The composition of the senior management of the combined entity. The acquirer usually is the combining entity whose former management dominates the
management of the combined entity (805-10-55-12(d)).

 Company conclusion: Senior management of the
combined company is expected to be current Company and Vertro employees as illustrated below:

 Company

 Vertro

Executive Chairman

President and Chief Executive Officer

Chief Financial Officer

General Counsel and Secretary

 Senior Vice President of Search

 Senior Vice President of New Business

Vice President of Strategy and Business Development

Chief Technology Officer

 2

 The Company’s current CEO will assume the newly formed position of Executive Chairman
of the Board. The majority of the combined company’s senior management team is expected to be comprised of current Company management, and therefore indicates the Company is the accounting acquirer.

•

 The terms of the exchange of equity interests. The acquirer usually is the combining entity that pays a premium over the pre-combination fair value of
the equity interests of the other combining entity or entities (805-10-55-12(e)).

 Company
conclusion: Based on the respective trading prices of shares of the Company’s and Vertro’s common stock on October 14, 2011, the merger consideration to be received by Vertro stockholders represented:

•

 an implied premium of approximately 68% over the closing price of Vertro’s common stock on October 14, 2011, the last trading day prior to
the announcement of the execution of the merger agreement;

•

 an implied premium of approximately 69% over the average closing prices of Vertro’s common stock over the 30 days prior to the announcement of the
execution of the merger agreement;

•

 an implied premium of approximately 60% over the average closing prices of Vertro’s common stock over the 60 days prior to the announcement of the
execution of the merger agreement; and

•

 an implied premium of approximately 45% over the average closing prices of Vertro’s common stock over the 90 days prior to the announcement of the
execution of the merger agreement.

 The Company concluded that the implied premium to be received by the
Vertro stockholders is conclusive to the determination that the Company is the accounting acquirer.

 Pursuant to ASC 805-13 through 15, the
following criteria are indications of determination of which entity is the accounting acquirer:

•

 The acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly larger than
that of the other combining entity or entities (805-10-55-13).

 Company conclusion: The overall
financial position of both entities is relatively consistent as of September 30, 2011, the most recently available financial information. The Company has substantially more assets ($12.8M versus $9.3M) and liabilities ($9.7M versus $6.2M);
however total equity between the two companies is comparable ($3.1M versus $3.1M). Total sales for the Company and Vertro, on an annual basis for the most recently completed year ended December 31, 2010, are approximately $50M and $36M,
respectively. Market capitalization was not

 3

considered due to the continuous fluctuation of both companies’ market capitalizations since June 30, 2011 and through the date of this response. Based upon the size of the companies,
the Company is deemed to be the larger entity and thus indicates it is the accounting acquirer.

•

 In a business combination involving more than two entities, determining the acquirer shall include a consideration of, among other things, which of the
combining entities initiated the combination, as well as the relative size of the combining entities, as discussed in the preceding paragraph (805-10-55-14).

 Company conclusion: This consideration is not applicable as the business combination does not include more than two entities.

•

 A new entity formed to effect the business combination is not necessarily the acquirer. If a new entity is formed to issue equity interests to effect a
business combination, one of the combining entities that existed before the business combination shall be identified as the acquirer by applying the guidance in paragraphs 805-10-55-10 through 55-14. In contrast, a new entity that transfers cash or
other assets or incurs liabilities as consideration may be the acquirer.

 Company conclusion: This
consideration is not applicable as the business combination does not result in the formation of a new entity.

 Overall Conclusion:

 Since most of the considerations above did not lead to a definitive conclusion as to who the accounting acquirer was in
the pending merger between the Company and Vertro, the Company relied upon the fact that it would have control on a fully-diluted basis, it was the larger of the two entities and the majority of the senior management team as well as its finance and
accounting operations will be running the combined company to determine that the Company was the accounting acquirer pursuant to ASC paragraphs 805-10-55-11 through 55-15.

 Certain Unaudited Prospective Financial Information, page 57

2.
We note the presentation of EBITDA and Adjusted EBITDA in your document. You should reconcile the presentation of these Non-GAAP items to the most directly comparable
measure calculated and presented 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.

 RESPONSE: Pursuant to Item 1015 of
Regulation M-A, we have included references to non-GAAP financial measures, including EBITDA and Adjusted EBITDA, as part of a summary of the opinions provided by the financial advisors to the Company’s board of directors and the Vertro board
of directors. The guidance in Section 101 of the Division’s Compliance and Disclosure Interpretations provides in the answer to Question 101.01 that “there is an exemption from Regulation G and Item 10(e) of Regulation S-K for
non-GAAP financial measures disclosed pursuant to Item 1015 of Regulation M-A, which applies even if such non-GAAP financial measures are included in Securities Act registration statements, proxy statements and tender offer statements. [Jan.
11, 2010].” Accordingly, we have not reconciled the presentation of the non-GAAP items to the most directly comparable measure calculated and presented in

 4

accordance with GAAP, nor have we included a statement disclosing the reasons we believe the presentation of the non-GAAP measures provides useful information to investors or any additional
purposes for which we use the non-GAAP measures.

 We have relied on the exemption from Regulation G and Item 10(e) of
Regulation S-K for non-GAAP financial measures disclosed pursuant to Item 1015 of Regulation M-A because the non-GAAP financial measures we disclosed were part of financial projections used in the preparation of financial analyses, and at the
time we provided such financial projections to our financial advisors we did not include comparable measures calculated and presented in accordance with GAAP. Our inclusion of non-GAAP financial measures is for historical purposes to accurately
disclose the financial projections we provided to our financial advisors. The projections described were not prepared with a view to public disclosure, and thus including the additional disclosures required by Regulation G and Item 10(e) of
Regulation M-A would be inappropriate.

 Material U.S. Federal Income Tax Consequences 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 exhibit to the registration
statement, please take into consideration the following guidelines on the 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 prospectus, 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 discussion 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.

•

 Counsel must file short-form opinions as exhibits 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 that 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 legal matters section.
Furthermore, if the opinion states that counsel has no obligation to update its opinion, then clarify that the opinion speaks through the date of the effectiveness of the registration statement. Counsel can do this through disclosure or by filing
another opinion dated the date of effectiveness.

 Alternatively, advise whether you intend to obtain and file
a long-form tax opinion.

 RESPONSE: We are filing short-form tax opinions as Exhibits 8.1 and 8.2 to the registration statement in Amendment
No. 1 and have taken into account the staff’s guidelines in doing so. We have also revised the section entitled “Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 80 of Amendment No. 1 in
accordance with the staff’s guidelines.

4.
We note your disclosure which states “proved that the merger qualifies as a reorganization within the meaning of section 368(a) of the Code, for U.S. federal
income tax purposes, in general…” Neither you nor counsel may assume any legal conclusions underlying the opinion. Counsel must instead opine on these matters as part of its tax opinion. Please revise the prospectus as necessary to remove
statements assuming the tax consequences of the transaction and clearly state that the transaction does qualify as a reorganization under Section 368(a).

 5

 RESPONSE: We have revised the section entitled “Material U.S. Federal Income Tax Consequences of the
Merger,” beginning on page 80 of Amendment No. 1 to remove all statements assuming the tax consequences of the transaction and have clearly stated that the transaction does qualify as a reorganization under Section 368(a).

5.
Please remove all uses of the words “in general” 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 consequences or conflicting authority, counsel may use the word “should” to make it clear that the opinion is subject to a degree of uncertainty, but counsel must explain why it cannot give a
“will” opinion

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

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

 Mail Stop 3720

December 17, 2009

  Mr. Richard K. Howe  Chief Executive Officer  Inuvo, Inc. 15550 Lightwave Drive, Third Floor Clearwater, FL 33760            RE:  Inuvo, Inc.                   Form 10-K for the year ended December 31, 2008                   Filed March 31, 2009                   File No. 001-32442

Dear Mr. Howe:
We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.
                   Sincerely,
    Larry Spirgel
 Assistant Director

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

November 19, 2009
   Mr. Richard K. Howe Chief Executive Officer Inuvo, Inc. 15550 Lightwave Drive, Third Floor Clearwater, FL 33760
 RE: Inuvo, Inc.
Form 10-K for the year ended December 31, 2008
  Filed March 31, 2009
  File No. 001-32442

Dear Mr. Howe:
We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the year ended December 31, 2008

Item 9A.  Controls and Procedures, page 29

1. We note your disclosure that you are not required to include an attestation report
from your registered public accounting firm regarding internal control over
financial reporting as you are now a smaller reporting company.  We also note that you have included an attestation report relating to a prior fiscal year under Item 15 when you were an accelerated filer.  In future filings, do not include the attestation report from prior years in your Form 10-K.

Mr. Richard K. Howe
Inuvo, Inc.
November 19, 2009 Page 2  Report of Independent Registered Public Accounting Firm, page 33

2. Please amend your filing to include the audit report of your previous auditors, Blackman Kallick, LLP, for the year ended December 31, 2007.
 Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

 Compensation of Directors, page 10

3. In future filings, disclose all assumptions made in the valuation of awards in the options awards column of the director compensation table by reference to a discussion of those assumptions in your financial statements, footnotes to the financial statements, or discussion in management’s discussion and analysis.  See the Instruction to Regulation S-K Item 402(r), which refers to Instruction 1 to Item 402(n)(2)(v) and (vi).
 Executive Officers, page 13

4. In future filings, briefly summarize the definitions of “cause” and “good reason” in your disclosure regarding employment agreements with your executive officers.
 Summary Compensation Table, page 21

5. In future filings, disclose all assumptions made in the valuation of awards in the stock awards and option awards columns of the summary compensation table by reference to a discussion of those assumptions in your financial statements, footnotes to the financial statements, or discussion in management’s discussion and analysis.  See the Instruction to Regulation S-K Item 402(n)(2)(v) and (vi).
 Outstanding Equity Awards at Year End, page 22

6. In future filings, please disclose the vesting dates of options, shares of stock and equity incentive plan awards held at fiscal year-end by footnote to the applicable column where the outstanding award is reported.  See Instruction 2 to Item 402(p)(2) of Regulation S-K.

*    *    *    *

Mr. Richard K. Howe
Inuvo, Inc. November 19, 2009 Page 3
As appropriate, please amend your filing and respond to these comments through
correspondence over EDGAR within 10 business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

  In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or Kyle
Moffatt, Accounting Branch Chief at (202) 551- 3836 if you have questions regarding comments
on the financial statements and related matters.  Please contact Scott Hodgdon, Attorney-Advisor, at (202) 551-3273, Robert Bartelmes, Se nior Financial Analyst, at (202) 551-3354, or
me at (202) 551-3810 with any other questions.           S i n c e r e l y ,             L a r r y  S p i r g e l           A s s i s t a n t  D i r e c t o r

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

       DIVISION OF
CORPORATION FINANCE

  Gail L. Babitt Chief Financial Officer Kowabunga! Inc. 15550 Lightwave Drive Clearwater, FL 33760          July 23, 2009
Re: Kowabunga! Inc.
 Item 4.01 Form 8-K
Filed July 14, 2009, as amended July 23, 2009
 File No. 1-32442

Dear Mrs. Babitt:
  We have completed our review of your Form 8-K and related filings and do not, at this time, have any further comments.             S i n c e r e l y ,            M i c h a e l  H e n d e r s o n            Staff Accountant

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561          July 20, 2009  Gail L. Babitt Chief Financial Officer Kowabunga! Inc. 15550 Lightwave Drive Clearwater, FL 33760
Re: Kowabunga! Inc.
 Item 4.01 Form 8-K
Filed July 14, 2009
 File No. 1-32442

Dear Mrs. Babitt:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.   1. Please revise your filing to remove the except for language in paragraph four in
regards to your material weakness.  Also include the details of the material weakness in your revised filing.
 2. In your revised filing include an updated Exhibit 16 letter from your former
independent registered public accounting firm.

 As appropriate, please amend your filing and respond to these comments on
Edgar within five business days or tell us when you will respond.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.

Gail L. Babitt
Kowabunga! Inc. July 20, 2009 Page 2 Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.     If you have any questions please call me at (202) 551-3364.         S i n c e r e l y ,           M i c h a e l  H e n d e r s o n         Staff Accountant

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       September 29, 2008
 Scott P. Mitchell President and Chief Executive Officer Think Partnership Inc. 15550 Lightwave Drive 3
rd Floor
Clearwater, FL 33760
 RE: Think Partnership Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007
  Filed March 31, 2008 and Amendments on April 30, 2008,
August 11, 2008 and September 16, 2008
  File No. 1-32442

Dear Mr. Mitchell:
We have completed our review of your Forms 10-K and related filings and do not, at this
time, have any further comments.          S i n c e r e l y ,            L a r r y  S p i r g e l         A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Converted by EDGARwiz

Vaughn W. Duff, Esq.

General Counsel x2126

Via EDGAR Filing

September 22, 2008

Mr. Larry Spirgel

Assistant Director, Division of Corporate Finance

U.S. Securities and Exchange Commission

100F Street, N.E.

Washington, DC 20549

Re:

 Comment Letter, dated July 3, 2008:

Think Partnership Inc. (the “Company”)

CIK 00829323

Form 10-K for the Fiscal Year Ended December 31, 2007,

Filed April 30, 2008 and Amendment Filed on April 20, 2008

Form 10-Q for the Quarterly Period Ended March 31, 2008

File No. 1-32442

Dear Mr. Spirgel:

This letter is the Company’s supplemental response to comments contained in Mr. Spirgel’s captioned letter dated July 3, 2008 and the Company’s prior response dated August 14, 2008.  The company hereby acknowledges that

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

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

If you have any additional questions or comments concerning this response, please do not hesitate to contact me.

 Sincerely,

 /s/ VAUGHN W. DUFF

 Vaughn W. Duff

General Counsel

727-324-0046 x2126

cc:  Jody Brown, CFO

15550 LIGHTWAVE DRIVE, SUITE 300, CLEARWATER, FL  33760 | AMEX: THK

VOICE 727.324.0046 | FAX 727.324.0065 | THINKPARTNERSHIP.COM

CORRESP
1
filename1.htm

United States Securites and Exchange Commission Edgar Filing

Vaughn W. Duff, Esq.

General Counsel x2126

Via FAX to 202-772-9201

August 14, 2008

Mr. Larry Spirgel

Assistant Director, Division of Corporate Finance

U.S. Securities and Exchange Commission

100F Street, N.E.

Washington, DC 20549

Re:

 Comment Letter, dated July 3, 2008:

Think Partnership Inc. (the “Company”)

CIK 00829323

Form 10-K for the Fiscal Year Ended December 31, 2007,

Filed April 30, 2008 and Amendment Filed on April 20, 2008

Form 10-Q for the Quarterly Period Ended March 31, 2008

File No. 1-32442

Dear Mr. Spirgel:

This letter is the Company’s response to comments contained in Mr. Spirgel’s captioned letter dated July 3, 2008.  For your convenience, we have reprinted the text of the comments in your letter in italics, followed by our response.

Liquidity and Capital Resources

In future filings, please provide a discussion of your ability to meet both your short-term and long-term liquidity needs.  We consider “long-term” to be the period in excess of the next twelve months.  See Section III.C. of Release no. 33-6835 and footnote 43 of Release no. 33-8350.

The Company has reviewed the cited Releases and duly notes the Staff's comment regarding the disclosure requirements for future short-term and long-term liquidity needs.  As requested, the Company will include the noted disclosure as appropriate in future filings.

Page 1 of 3

Signatures

Please acknowledge your understanding that the filing must be signed by your controller or principal accounting officer.  See General Instruction D.1 to the Form 10-K.

The Company acknowledges our understanding that the Form 10-K must be signed by our principal accounting officer.  The recently filed 10K/A was signed by Mr. Brown as both the CFO and principal accounting officer, so noted in the signature block.

Exhibits 31.1 and 31.2

Please amend to provide the required statement under #4(b) of Exhibit 31 of Item 601 of Regulation S-K.  Also, revise the introductory language in paragraph 4 to include the appropriate reference to internal control over financial reporting.  Similarly revise to comply with this comment in your Form 10-Q for the quarterly period ended March 31, 2008.

The Company has amended its Form 10-K to comply with Item 601 of Regulation S-K.  The Company has similarly amended its Form 10-Q for the quarter ended March 31, 2008 for the required language.

Form 10-K/A for the Fiscal Year Ended December 31, 2007

General

We noted that the Part III information, which was incorporated by reference to this amendment, was not filed within 120 days of the end of your fiscal year, and therefore, your Form 10-K was not deemed a timely filing.  See Instruction G.3 of Form 10-K.

The Company duly notes the Staff's comment and has had supplemental communications with the Staff regarding this matter.  The Staff has advised the Company that its request for a waiver of the application of General Instruction I(A)(3)(b) to the Company’s eligibility for the use of Form S-3 was granted.

Compensation Discussion and Analysis, page 6

We note your disclosure on page seven that you refer to peer group salary ranges for similar executives in considering potential base salary increases. In future filings, please explain the nature of this survey data, including how it was obtained and what specific elements were reviewed.  If such information was material to the Compensation Committee’s compensation policies and decisions, indicate what companies were a part of such survey information.

The Company duly notes the Staff's comment and included additional disclosure where appropriate in subsequent filings.

Page 2 of 3

We note that the company has adopted a performance-based cash award program and that Mr. Mitchell received bonuses upon the attainment of individual performance goals and objectives.  We also note the use of performance of personal objectives as a factor in determining awards under the long-term incentive plan.  In future filings, please clearly identify the performance targets or threshold levels pertaining to such awards, unless doing so would cause the company material competitive harm.  If you believe material competitive harm will result, tell us in your response letter the specific reasons why, in accordance with the analysis set forth in Instruction 4 to Item 402(b) of Regulation S-K.  If your analysis results in your determination that such performance-related factors are properly excluded from disclosure, please provide the alternate disclosure provided for the same Instruction for both the individual and the company performance measures.

The Company duly notes the Staff's comment and included additional disclosure where appropriate in subsequent filings.

In future filings, please explain the basis for the board’s determination to award (or not award, as was the case for 2007) bonuses to the named executive officers.  We note that annual bonuses are contemplated by Messrs. Brown and Linden’s employment agreements.

The Company duly notes the Staff's comment and included additional disclosure where appropriate in subsequent filings.

Thank you for your consideration of this matter.  If you have any additional questions or comments concerning this request, please do not hesitate to contact me.

  Sincerely,

 /s/VAUGHN W. DUFF

 Vaughn W. Duff

General Counsel

727-324-0046 x7126

cc:  Jody Brown, CFO

Page 3 of 3

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       September 10, 2008
 Scott P. Mitchell President and Chief Executive Officer Think Partnership Inc. 15550 Lightwave Drive 3
rd Floor
Clearwater, FL 33760
 RE: Think Partnership Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007
  Filed March 31, 2008 and Amendments on April 30, 2008 and
August 11, 2008

  Form 10-Q for the Quarterly Periods Ended March 31, 2008 and
June 30, 2008
  File No. 1-32442

Dear Mr. Mitchell:   We issued comments to you on the above captioned filings on August 22, 2008.  As of the date of this letter, you have not amended your filings to comply with our comments.     If you do not respond to the outstanding comments by filing your amended Forms 10-K and 10-Q or contact us by September 24, 2008, we will, consistent to our obligations under the federal securities laws, decide on how we will seek to resolve material outstanding comments and complete our review of your filings and your disclosure.  Among other things, we may decide to release publicly, through the agency’s EDGAR system, all correspondence, including this letter, relating to the review of your filings, consistent with the staff’s decision to release publicly comment letters and response letters relating to disclosure filings it has reviewed.  You can find more information about the staff’s decision to release filing correspondence at http://www.sec.gov/news/press/2004-89.htm
 and http://www.sec.gov/news/press/2005-
72.htm .

Scott P. Mitchell
Think Partnership Inc. September 10, 2008 Page 2    Please contact Dean Suehiro, Senior  Staff Accountant, at 202-551-3384 if you
have any questions.          S i n c e r e l y ,             K y l e  M o f f a t t          Accountant Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
 August 22, 2008
 Scott P. Mitchell President and Chief Executive Officer Think Partnership Inc. 15550 Lightwave Drive 3
rd Floor
Clearwater, FL 33760
 RE: Think Partnership Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007
  Filed March 31, 2008 and Amendments on April 30, 2008 and
August 11, 2008

  Form 10-Q for the Quarterly Periods Ended March 31, 2008 and
June 30, 2008
  File No. 1-32442

Dear Mr. Mitchell:
We have reviewed your filing and have the following comments.  As noted in our
comment letter dated July 3, 2008, we have limited our review to only the issues addressed in our comments.
Form 10-K/A for the Fiscal Year Ended December 31, 2007 Filed August 11, 2008

Exhibits 31.5 and 31.6

1. Please refer to the introductory  language in paragraph 4.  As previously requested,
please amend the certifications to refer to the internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) in addition to your reference to “disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)).”  We note that you omitted the reference to Rule 15d-15(e) required by Exchange Act Rule 13a-14(a).  Please include this rule reference in the certifications.  In this regard, you must provide Exchange Act Rule 13a-14(a) certifications in the exact form set forth in Regulation S-K Item 601(b)(31), unless a modifications is otherwise indi cated in Commission statements or staff
interpretations.  Also, please amend your Form 10-Q/A for the quarterly period

Scott P. Mitchell
Think Partnership Inc. August 22, 2008 Page 2
ended March 31, 2008 filed August 14, 2008 and Form 10-Q for the quarterly period ended June 30, 2008 to comply with these comments.

*    *    *    *

Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Dean Suehiro, Senior Staff Accountant, at  (202) 551-3384 or Kyle Moffatt, Accountant
Branch Chief, at (202) 551-3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 if you have any other questions.

         S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

July 3, 2008
 Scott P. Mitchell President and Chief Executive Officer Think Partnership Inc. 3
rd Floor
Clearwater, FL 33760
 RE: Think Partnership Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007
  Filed March 31, 2008 and Amendment on April 30, 2008
   Form 10-Q for the Quarterly Period Ended March 31, 2008   File No. 1-32442

Dear Mr. Mitchell:
We have reviewed your filing and have the following comments.  We have limited our
review of your filing to those issues we have addressed in our comments.  Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.  You should comply with the remaining comments in future filings.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Form 10-K for the Fiscal Year Ended December 31, 2007

 Liquidity and Capital Resources, page 23

1. In future filings, please provide a discussion of your ability to meet both your short-term and long-term liquidity needs.  We consider "long-term" to be the period in excess of the next twelve months.  See Section III.C. of Release no. 33-6835 and footnote 43 of Release no. 33- 8350.

Scott P. Mitchell
Think Partnership Inc.
July 3, 2008 Page 2  Signatures

2. Please acknowledge your understanding that the filing must be signed by your controller or principal accounting officer.  See General Instruction D.1 to the form 10-K.
 Exhibits 31.1 and 31.2

1. Please amend to provide the required statement under #4(b) of Exhibit 31 of Item 601 of Regulation S-K.  Also, revise the introductory language in paragraph 4 to include the appropriate reference to internal control over financial reporting.  Similarly revise to comply with this comment in your Form 10-Q for the quarterly period ended March 31, 2008.
 Form 10-K/A for the Fiscal Year Ended December 31, 2007

 General

3. We note that the Part III information, which was incorporated by reference to this amendment, was not filed within 120 days of the end of your fiscal year, and therefore, your Form 10-K was not deemed a timely filing. See Instruction G.3 of Form 10-K.

Compensation Discussion and Analysis, page 6

 4. We note your disclosure on page seven that you refer to peer group salary ranges for similar executives in considering potential base salary increases.  In future filings, please explain the nature of this survey data, including how it was obtained and what specific elements were reviewed.  If such information was material to the Compensation Committee’s compensation policies and decisions, indicate what companies were a part of such survey information.
5. We note that the company has adopted a performance-based cash award program and that Mr. Mitchell received bonuses upon the attainment of individual performance goals and objectives.  We also note the use of performance of personal objectives as a factor in determining awards under the long-term incentive plan.  In future filings, please clearly identify the performance targets or threshold levels pertaining to such awards, unless doing so would cause the company material competitive harm.  If you believe material competitive harm will result, tell us in your response letter the specific reasons why, in accordance with the analysis set forth in Instruction 4 to Item 402(b) of Regulation S-K.  If your analysis results in your determination that such performance-related factors are properly excluded from disclosure, please provide the alternate disclosure provided for in the same Instruction for both the individual and the company performance measures.

6. In future filings, please explain the basis for the board’s determination to award (or not award, as was the case for 2007), bonuses to the named executive officers.  We note that annual bonuses are contemplated by Messrs. Brown and Linden’s employment agreements.

Scott P. Mitchell
Think Partnership Inc. July 3, 2008 Page 3
*    *    *    *

As appropriate, please amend your Forms 10-K and 10-Q and respond to these comments
within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter over EDGAR.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain th at they have provided all information investors
require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  In addition, please be advised that the Division of Enforcement has access to all information
you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
You may contact Dean Suehiro, Senior Staff Accountant, at (202) 551-3384 or Kyle
Moffatt, Accounting Branch Chief at (202) 551- 3836 if you have questions regarding comments on
the financial statements and related matters.  Please contact Jessica Plowgian, Attorney-Advisor, at (202) 551-3367, or me at (202) 551-3810 with any other questions.          S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Date

Vaughn W. Duff, Esq.

General Counsel x7126

VIA EDGAR Filing

December 26, 2007

Mr. Larry Spirgel, Assistant Director

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:

Think Partnership Inc.

Registration Statement on Form S-3

File No. 333-143299

Filed May 25, 2007

Dear Mr. Spirgel:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Think Partnership Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement be accelerated so that it may become effective as soon as possible after receipt of this request.

Pursuant to Rule 424(b), the prospectus shall be filed with the Commission in the form which it is used if the form of prospectus contains substantive changes from or additions to a prospectus previously filed with the Commission as part of the registration statement.

The Company acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and

·

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 By:

 /s/ Vaughn W. Duff, Esq.

 Vaughn W. Duff, General Counsel

CORRESP
1
filename1.htm

Corresp

Vaughn W. Duff, Esq.

General Counsel x2126

Via EDGAR Filing

November 14, 2007

Mr. Larry Spirgel

Assistant Director, Division of Corporate Finance

U.S. Securities and Exchange Commission

100F Street, N.E.

Washington, DC 20549

Re:

 Comment Letter, dated July 12, 2007:

Think Partnership Inc. (the “Company”)

Registration Statement on Form S-3

Amendment 2 Filed July 23, 2007

File No. 333-143299

Dear Mr. Spirgel:

This letter is the Company’s response to the telephone comments received from Ms. Krebs and Mr. Zitko and again to the above-referenced SEC comment letter, dated July 12, 2007.  Each primary paragraph number below setting forth the Company’s response corresponds to the comment number in your letter. In particular, we note that several of your comments relate to two of the selling stockholders, Magnetar Capital Master Fund, Ltd (“Magnetar”) and the Brewer entities.

General

The Company would like to clarify that the Company is seeking to register only 4,016,901 previously unregistered shares (such shares being referred to as the “New Shares”) on this registration statement. The remaining 7,246,894 shares (such shares being referred to as the “Currently Registered Shares”) the Company is also seeking to include in this registration statement are currently registered on a registration statement on Form SB-2, File Number 333-121761, which was declared effective more than one year ago on July 24, 2006 and is still currently effective (the “SB-2”).  The Currently Registered Shares are being included by the Company solely at its option and for its own convenience so that there will no longer be a need for the Company to update the SB-2 through periodic filings.

1.

Below is the specific information you requested in your comment No. 1.

Number of Issued and Outstanding Shares Held

Magnetar

Magnetar currently holds an aggregate of 5,425,078 shares of the Company’s issued and outstanding common stock, 9,139 of which were purchased in open market transactions.

Such 5,425,078 shares do not include any shares issuable upon exercise of the warrants described below because each of the warrants contain “blocker” provisions that prohibit Magnetar from exercising such warrants if following the exercise thereof Magnetar would beneficially own greater than 4.90% or 4.99%, as applicable, of the common stock of the Company.

Page 1 of 12

The Brewer Entities

The seven entities affiliated with Karl Brewer (the “Brewer entities”) hold an aggregate of 5,109,010 shares of the Company’s issued and outstanding common stock, 1,109,010 of which were purchased in open market transactions.  The number of such shares held by each of the Brewer entities is detailed in the following table:

Selling Shareholder

 SHARES OWNED (Issued and Outstanding)

Mac & Co(G)(4)

           167,650

Calhoun & Co FFC City of Dearborn Policemen and Firemen Revised Retirement Systems(G)(5)

                 51,660

Calhoun & Co FFC City of Dearborn General Employees Retirement Systems(G)(6)

                 26,500

William Blair Small Cap Growth Fund(G)(7)

        4,626,270

Booth & Co FFC Hartmarx Retirement Income Trust(G)(8)

                 60,790

Booth & Co FFC Rush University Medical Center Endowment Account(G)(9)

                 79,910

Booth & Co FFC Rush University Medical Center Pension and Retirement(G)(10)

                 96,230

TOTAL

          5,109,010

Number of Shares that may be Issued Pursuant to Convertible Securities

Magnetar

Magnetar holds (i) two Conversion Warrants (as defined below), one of which is exercisable for 693,144 Warrant Shares (as defined below) at an exercise price of $3.05 per share and one of which is exercisable for 346,572 Warrant Shares at an exercise price of $4.00 per share and (ii) a warrant exercisable for 1,000,000 shares of common stock of the Company which was acquired in the Preferred Stock Sale (as defined below).  As explained in footnote (a) of the prospectus for the instant registration statement, because the exercise price of warrants may be adjusted pursuant to customary anti-dilution protection provisions (which is not currently the case), the Company has or is registering the resale of at least 125% of the number of shares of common stock issuable upon exercise of such warrants (the “Adjustment Effect”). Thus, the amounts stated in this paragraph are less than the amounts stated in the prospectus due to the Adjustment Effect.

These warrants are not currently exercisable because they contain “blocker” provisions that prohibit Magnetar from exercising such warrants if following the exercise thereof Magnetar would beneficially own greater than 4.90% or 4.99%, as applicable, of the common stock of the Company.

Page 2 of 12

The Brewer Entities

The Brewer entities hold an aggregate number of shares that may be issued pursuant to convertible securities as follows:  (i) two Conversion Warrants (as defined below), one of which is exercisable for 503,833 Warrant Shares (as defined below) at an exercise price of $3.05 per share and one of which is exercisable for 251,918 Warrant Shares at an exercise price of $4.00 per share and (ii) a warrant exercisable for 1,600,000 shares of common stock of the Company which was acquired in the Preferred Stock Sale (as defined below).  The amounts stated in this paragraph are less than the amounts stated in the prospectus due to the Adjustment Effect.  The number of such shares held by each of the Brewer entities is detailed in the following table:

Selling Shareholder

 No. Shares Preferred Stock Sale Warrant

 No. Shares of $3.05 Conversion Warrant

 No. Shares $4.00 Conversion Warrant

Mac & Co(G)(4)

            64,400

 20,280

 10,140

Calhoun & Co FFC City of Dearborn Policemen and Firemen Revised Retirement Systems(G)(5)

                16,800

 5,291

 2,646

Calhoun & Co FFC City of Dearborn General Employees Retirement Systems(G)(6)

                10,600

 3,338

 1,669

William Blair Small Cap Growth Fund(G)(7)

       1,424,000

 448,409

 224,205

Booth & Co FFC Hartmarx Retirement Income Trust(G)(8)

                21,600

 6,802

 3,401

Booth & Co FFC Rush University Medical Center Endowment Account(G)(9)

                28,400

 8,943

 4,472

Booth & Co FFC Rush University Medical Center Pension and Retirement(G)(10)

                34,200

 10,770

 5,385

TOTAL

 1,600,000

 503,833

 251,918

Number of Shares Registered on Prior Registration Statements

Magnetar

3,750,000 shares of common stock of the Company were registered for sale by Magnetar on the Preferred Stock Sale S-3 (as defined below).  The amounts stated in this paragraph include the Adjustment Effect.

4,200,000 shares of common stock of the Company were registered for sale by Magnetar on the SB-2.

The Company is seeking to register an aggregate of 5,499,645 shares of common stock of the Company for sale by Magnetar on the instant registration statement, which includes 3,435,000 shares previously registered on the currently effective SB-2 and 1,299,645 shares issuable from exercise of the Conversion Warrants, including the Adjustment Effect.

Page 3 of 12

The Brewer Entities

6,000,000 shares of common stock of the Company were registered for sale by the Brewer entities on the Preferred Stock Sale S-3 (as defined below).  The amounts stated in this paragraph include the Adjustment Effect.  The number of such shares registered for each of the Brewer entities is detailed in the following table:

Selling Shareholder

 No. Shares Registered under Preferred Stock Sale

Mac & Co(G)(4)

 241,500

Calhoun & Co FFC City of Dearborn Policemen and Firemen Revised Retirement Systems(G)(5)

 63,000

Calhoun & Co FFC City of Dearborn General Employees Retirement Systems(G)(6)

 39,750

William Blair Small Cap Growth Fund(G)(7)

 5,340,000

Booth & Co FFC Hartmarx Retirement Income Trust(G)(8)

 81,000

Booth & Co FFC Rush University Medical Center Endowment Account(G)(9)

 106,500

Booth & Co FFC Rush University Medical Center Pension and Retirement(G)(10)

 128,250

TOTAL

       6,000,000

Number of Shares Registered on Prior Registration Statements that have been Sold

Magnetar

Magnetar sold an aggregate of 765,000 shares of common stock of the Company that were registered on the SB-2. These shares were only sold by Magnetar in January and February 2007 to decrease its ownership percentage in the Company so that Magnetar could convert all of its Preferred Stock (5,000 shares) into 2,500,000 shares of common stock of the Company as requested by the Company as described further below. If Magnetar had not sold these 765,000 shares, it would have been unable to so convert its Preferred Stock into common stock as so requested by the Company because the terms of the Preferred Stock contained a “blocker” that prohibited conversions that would result in a holder thereof beneficially owning 10% or more of the Company’s common stock. The conversion was aggressively solicited by, and substantially benefited, the Company as further described below.

Magnetar also sold an aggregate of 519,061 shares of common stock of the Company that were registered on the Preferred Stock Sale S-3 from May through July 2007.

The Brewer Entities

The Brewer entities continue to hold all shares of Think Partnership Inc. that have been purchased to date. Not only have the Brewer entities not sold any shares acquired from the Company, but they have collectively purchased in open market transactions an additional 1,109,010 shares which the continue to hold.

Page 4 of 12

Circumstances under which the Shares were Received

Preferred Stock Sale (April 5, 2006)

On April 5, 2006 the Company issued a total of 26,500 shares of Series A convertible preferred stock (the “Preferred Stock”) and accompanying warrants to purchase up to 5,300,000 shares of common stock (the “Preferred Stock Sale”). The preferred stock and warrants were issued in a private placement to 17 institutional investors for an aggregate cash purchase price of $26,500,000. There was no syndicate or manager for this private placement.  Magnetar and each of the Brewer entities purchased Preferred Stock. Each investor individually decided whether to invest, although certain families of investors (including the Brewer entities) each had a common investment advisor with authority to make investment decisions. The shares of common stock to be issued upon conversion of the Preferred Stock and exercise of the warrants are registered on Form S-3 file number 333-134823 which was declared effective more than a year ago on August 1, 2006 (the “Preferred Stock Sale S-3”).

Non-Issuer Sale (July 3, 2006)

On July 3, 2006, the Roberti Jacobs Family Trust (the “Trust”) and T. Benjamin Jennings (“Jennings”) sold to certain private investors an aggregate of 6,359,726 shares of the Company’s common stock (the “Non-Issuer Sale”).  Jennings and a member of the Jacobs family were former executives of the Company who resigned in May 2006. The Company had no involvement in the Trust’s or Jennings’ decision to exercise the warrants and sell the underlying shares or in negotiating or otherwise arranging or participating in such sale.  Nevertheless, the Company believed that it was in the best interests of the Company for the Trust and Jennings to sell their Company shares, and the Company agreed to help facilitate such sale by agreeing to register the subsequent resale of such shares by the purchasers thereof.  Magnetar individually decided to purchase shares in the Non-Issuer Sale.  None of the Brewer entities participated in any way.

All of such shares sold by the Trust and Jennings are Currently Registered Shares that are registered on the currently effective SB-2.

Warrant Issuance to Induce Conversion of Preferred Stock (December 28, 2006)

The Company desired that the remaining holders of Preferred Stock convert all their shares of Preferred Stock so that the Company could eliminate (i) the entire $19.1 million of Preferred Stock from the Company’s balance sheet, (ii) an estimated $5.9 million in annual preferred dividend payments and accretion in 2007 and (iii) the looming prospect of mandatory cash redemption on the second anniversary of issuance. In an effort to create an incentive for the voluntary conversion of the Preferred Stock by the holders thereof, the Company offered, and agreed, to issue additional warrants (the “Conversion Warrants”) to the converting holders, as disclosed in the instant registration statement, which were exercisable into 3,750,020 shares in the aggregate (such shares being the “Warrant Shares”), including the Adjustment Effect. As discussed above, Magnetar and each of the Brewer entities received Conversion Warrants upon their respective conversion of their shares Preferred Stock. The Warrant Shares comprise substantially all of the New Shares being registered on the instant registration statement (approximately 93.4%).

Magnetar

Magnetar purchased 5,000 shares of Preferred Stock in the Preferred Stock Sale on April 5, 2006 and converted all of such shares of Preferred Stock into 2,500,000 shares of common stock as described above on February 28, 2007.  In connection with the Preferred Stock Sale, the Company issued Magnetar a warrant to purchase 1,000,000 shares of common stock on April 5, 2006 as described above.  No portion of such warrant has been exercised by Magnetar.

Page 5 of 12

Magnetar purchased an aggregate of 4,200,000 shares of common stock from the Trust and Jennings in the Non-Issuer Sale on July 3, 2006.

Two Conversion Warrants were issued to Magnetar on December 28, 2006: one of which is exercisable for 693,144 Warrant Shares at an exercise price of $3.05 per share and one of which is exercisable for 436,572 Warrant Shares at an exercise price of $4.00 per share.

The Brewer Entities

The Brewer entities collectively purchased 8,000 shares of Preferred Stock in the Preferred Stock Sale on April 5, 2006 and converted all of such shares of Preferred Stock into 4,000,000 shares of common stock as described above on December 29, 2006.  In connection with the Preferred Stock Sale, the Company issued the Brewer entities collectively a warrant to purchase 1,600,000 shares of common stock on April 5, 2006 as described above.  No portion of such warrant has been exercised by the Brewer entities.

The Brewer entities purchased no shares of common stock from the Trust and Jennings in the Non-Issuer Sale on July 3, 2006.

Two Conversion Warrants were collectively issued to the Brewer entities on December 28, 2006: one of which is exercisable for 503,833 Warrant Shares at an exercise price of $3.05 per share and one of which is exercisable for 251,918 Warrant Shares at an exercise price of $4.00 per share.

The number of such shares acquired by each of the Brewer entities is detailed in the following table:

Selling Shareholder

 No. PIPE Shares Upon Conv. S-3 (Issued and Outstanding)

 No. Shares Preferred Stock Sale Warrant

 No. Shares of $3.05 Conversion Warrant

 No. Shares $4.00 Conversion Warrant

Mac & Co(G)(4)

 161,000

 64,400

 20,280

 10,140

Calhoun & Co FFC City of Dearborn Policemen and Firemen Revised Retirement Systems(G)(5)

 42,000

 16,800

 5,291

 2,646

Calhoun & Co FFC City of Dearborn General Employees Retirement Systems(G)(6)

 26,500

 10,600

 3,338

 1,669

William Blair Small Cap Growth Fund(G)(7)

 3,560,000

 1,424,000

 448,409

 224,205

Booth & Co FFC Hartmarx Retirement Income Trust(G)(8)

 54,000

 21,600

 6,802

 3,401

Booth & Co FFC Rush University Medical Center Endowment Account(G)(9)

 71,000

 28,400

 8,943

 4,472

Booth & Co FFC Rush University Medical Center Pension and Retirement(G)(10)

 85,500

 34,200

 10,770

 5,385

TOTAL

 4,000,000

 1,600,000

 503,833

 251,918

Page 6 of 12

Business of Buying and Selling Securities

Magnetar

Magnetar has informed the Company that it is not engaged in the

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

    DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

July 12, 2007

Scott P. Mitchell
President and Chief Executive Officer
Think Partnership Inc.
28050 US 19 North, Suite 509
Clearwater, Florida 33761

Re:  Think Partnership Inc.
Registration Statement on Form S-3
Amendment 1 Filed June 27, 2007
  File No. 333-143299

Dear Mr. Mitchell:

We have limited our review of your Form S-3 to consideration of your disclosure
concerning the shares being registered on this registration statement and have the following comments.  Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing this information, we may or may not raise additional comments.  We welcome any questions you may have  about our comments or  any other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.

General
1. We note your response to comment one from our letter of July 21, 2007.  While an integration analysis is not entirely relevant to  a determination as to whether the offerings in
question should be considered primary or sec ondary, we have noted th e factual assertions
contained in your response.  We direct your  attention to the Di vision of Corporation
Finance’s Manual of Publicly Available Telepho ne Interpretations.  In particular, please
refer to Section D Item 29, available at
http://www.sec.gov/interps/tele phone/cftelinterps_rule415.pdf , which discusses the
possibility that secondary offerings may be c onsidered primary offerings when taking into
account the totality of the circumstances.  To fu rther assist us in our consideration of this
issue, please provide us with the following information regarding your transactions with,

Scott P. Mitchell
Think Partnership Inc.
July 12, 2007 Page 2
and securities holdings of, Magnetar Capital Ma ster Fund, Ltd. and entities affiliated with
Karl Brewer (separately for each of the eight entities listed on the Form S-3):

• The number of issued and outstanding  shares each currently holds;

• The number of shares that may be issu ed pursuant to conve rtible securities;

• The number of shares that have been regi stered on other registration statements,
specifically identifying each tranche;

• The number of shares registered on prior regi stration statements that have been sold;

• The date on which and the manner in whic h each of these entit ies received the
shares and/or the underlying securities registered on such prior registration
statements.  In your response,  please address why the company agreed to register the
shares sold by the Roberti Jacobs Family Trust by the three purchasers, including
Magnetar, and to what extent the comp any was involved in Trust’s decision to
exercise the warrants and sell the underlying shares.

• A more detailed analys is of whether either Magnetar  or Mr. Brewer is in the
business of buying and selling securities.

Selling Shareholders, page 4
2. The disclosure in this secti on continues to be confusing.  Please continue to revise your
disclosure to address the following points:

• As requested previously, please disclose in  the footnotes to the selling stockholders
table the number of shares included in each selling shareholder’s beneficial ownership amount that are outstanding and the amount that  the selling shareholder has the right to
acquire (i.e., the number of shares issuable upon exercise of warrants and options, etc.)

• As requested previously, please avoid disclo sure in terms of sh ares that are being
“excluded.”  In this regard, it is not necessary to disclose the number of shares that are
not being offered.  Instead, simply provide di sclosure about the nature and number of
the shares that are being offered (e.g., the number of shares being offered that are
outstanding, issuable upon exercise of warrants, etc.).

• Please continue to review your footnote disclosure to ensure that the numbers are
consistent and/or add up.  For example, you state that the shares beneficially held by
Calhoun & Co FFC City of Dearborn Poli cemen and Firemen Revised Retirement
Systems (“Calhoun Policemen and Firemen”) amount to 63,000 and that you are

Scott P. Mitchell
Think Partnership Inc.
July 12, 2007 Page 3
offering 9,922 under the instant Registrati on Statement (333-143299), to leave 53,078
shares remaining after the pr esent offering.  However, you di sclose in footnote 5 that
Calhoun Policemen and Firemen are offeri ng 63,000 shares pursuant to Registration
Statement 333-134823.  As a result, we do not understand how Calhoun Policemen and
Firemen beneficially owns only 63,000 shares.

• Please clarify in footnotes 2 and 3 to the selling shareholder tabl e that you have not
included shares underlying particular warra nts in Magnetar Capital Master Fund’s
beneficial ownership amounts due to the beneficial ownership limitations contained in the warrant agreements (i.e., what you refer to  as blocker provisions).  Clarify that these
beneficial ownership limitations do not prevent Magnetar from ultimately exercising and selling the full amount issuable upon exerci se of the warrants.  In this regard, state
that, even though Magnetar may not receive more than 4.90% or 4.99% of the then-
outstanding common stock, this restriction does not preven t Magnetar from selling some
of its holdings and then receiving additional shares.  In this way, Magnetar could sell more than these limits while never holding more than those limits.  In addition, disclose that Magnetar is currently offering all 9,019,573 shares that it beneficially owns and
could obtain upon exercise of warrants th rough the offer of 5,499,645 shares on this
registration statement and the concur rent offer of 3,519,928 shares on a prior
registration statement on Form S-3 (file number 333-134823).

• Please explain why, in footnotes 18, 19 and 21, you refer to options awarded to Messrs.
Brown, Geras and Mellon on dates in 2007 that have not occurred yet.

• In your response to prior comment 5, you state that Jody Brown is carrying forward
41,431 shares from registration statement number 333-121761 and Patrick Walsh is
carrying forward 225,000 shares from regist ration statement number 333-121761.  We
are unable to locate Ms. Brown in the selling shareholder table of registration statement
number 333-121761 at the time of effectivenes s.  We also note that Mr. Walsh was
disclosed as offering 200,000 shares in registration statement number 333-121761.
Please explain these apparent discrepancies.

Please revise the table and footnote disclosu re to reconcile these and other similar
discrepancies.

Along with your response, you may wish to cons ider providing a time line of holdings for
each selling shareholder in order to clarify ma tters to us and reconcile the disclosure
contained in your next amendment.

3. Please fix the formatting error for the footnotes  currently contained on page 8, as the single
column does not allow a reader to differentiate between individua l entries.

Scott P. Mitchell
Think Partnership Inc.
July 12, 2007 Page 4
Exhibits

4. We note that you furnished on EDGAR a blackli ned version of exhibit 10.1, “Conversion of
Series A Convertible Preferred Stock.”  Please explain why you provided a blacklined
version and what the blacklined informati on represents (e.g., that the agreement was
amended, etc.).

5. We reissue comment six from our letter of June 21, 2007.  Please file or incorporate by
reference as exhibits the material agreem ents between the company and the selling
shareholders, any affiliates of the selling shareh olders, or any person with whom any selling
shareholder has a contractual relationship rega rding the transactions behind the shares being
registered.  If you choose to file an agreem ent as an exhibit through incorporation by
reference, the appropriate method to do so is to  list the agreement in  the exhibit index and
disclose from what document you are incorpora ting the exhibit by reference.  Additionally,
we note that Exhibits A and B to the Letter Agre ements are not filed.  Please file the entire
agreement.

* * *

As appropriate, please amend your filing in resp onse to these comments.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish a cover
letter with your amendment that keys your res ponses to our comments a nd provides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendments a nd responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the f act that those requesting accelera tion are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further

Scott P. Mitchell
Think Partnership Inc.
July 12, 2007 Page 5
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

You may contact John Zitko, Sta ff Attorney, at (202) 551-3399, or  Kathleen Krebs, Special
Counsel, at (202) 551-3350, with any questions.

     S i n c e r e l y ,

     L a r r y  S p i r g e l
     A s s i s t a n t  D i r e c t o r

cc: Vaughn Duff, Esq.
Fax:  (727) 324-0063

CORRESP
1
filename1.htm

S-3

Vaughn W. Duff, Esq.

General Counsel x2126

Via EDGAR Filing

July 23, 2007

Mr. Larry Spirgel

Assistant Director, Division of Corporate Finance

U.S. Securities and Exchange Commission

100F Street, N.E.

Washington, DC 20549

Re:

Comment Letter, dated July 12, 2007:

Think Partnership Inc. (the “Company”)

Registration Statement on Form S-3

Amendment 1 Filed June 27, 2007

File No. 333-143299

Dear Mr. Spirgel:

This letter is the Company’s response to the above-referenced SEC comment letter, dated July 12, 2007.  Each paragraph number below setting forth the Company’s response corresponds to the comment number in your letter.

General

1.

The Company believes that there is no Rule 415 primary offering/underwriter issue relating to the instant Registration Statement on Form S-3.  The Company is registering only 4,016,901 shares (the “New Shares”) which were not previously included for registration on effective registration statements.  The New Shares primarily represent 125% of the number of shares of common stock issuable upon exercise of the warrants purchased in connection with the conversion of the PIPE preferred stock (the “Conversion Warrants”).  The remaining 7,235,094 shares (the “Old Shares”) were previously registered on Form SB-2 file number 333-121761, effective July 24, 2006 (the “SB-2”).  Even on a combined basis (the Old Shares plus the New Shares), the shares covered by the instant Registration Statement represent only 16.6% of the Company’s outstanding shares of common stock.  The New Shares represent only 5.9% of the Company’s outstanding shares of common stock. The Company does not believe that a secondary offering of such a small magnitude should trigger any of the issues raised by Section D Item 29 of the Division of Corporation Finance's Manual of Publicly Available Telephone Interpretations.

The Company engaged in one PIPE financing on April 5, 2006 by issuing 26,500 shares of its Series A Convertible Preferred Stock and warrants to purchase 5,300,000 shares of its common stock.  In connection with the PIPE financing, the Company registered on Form S-3 file number 333-134823: (i) 13,250,000 shares of its common stock, representing the number of shares of common stock into which all of the Preferred Shares may be converted; and (ii) 6,625,000 shares of common stock, representing 125% of the number of shares of common stock issuable upon exercise of the warrants purchased in connection with the PIPE financing.  The Staff declared the S-3 registration statement effective on August 1, 2006.

Further, the July 3, 2006 sales involving the Roberti Jacobs Family Trust and T. Benjamin Jennings were not issuer transactions. These shares were previously registered on the SB-2, and, as mentioned earlier, are being re-registered under the instant registration statement only for the convenience of the Company.  Magnetar was only one of many purchasers in this non-issuer transaction and none of the Brewer entities participated.

Page 1 of 8

Also, the issuance of Conversion Warrants on December 28, 2006, was solely as a conversion incentive to advantageously eliminate all of the Company’s outstanding preferred stock.  None of the warrants were in-the-money when issued and such warrants may never be exercised.  The shares underlying the Conversion Warrants are 93.4% of the new shares to be registered under the instant registration statement on Form S-3, registration number 333-143299.

The Staff viewed our integration analysis as “not entirely relevant to a determination as to whether the offerings in question should be considered primary or secondary.”  Clearly, for all the reasons previously noted, there should be no integration of these three separate transactions, including one which did not even involve the Company issuing any securities.  If the Staff does not consider integration relevant, then the Staff seems to be revisiting a PIPE financing that occurred over 16 months ago involving securities which are already under an effective registration statement or a non-issuer sale that occurred over 12 months ago also involving securities which were included in an effective registration statement.  The only other securities subject to the instant registration statement are shares of stock underlying the Conversion Warrants, which were out-out-of-the-money when issued and which may never be exercised, with some miscellaneous additions.  Again, the Company does not understand how there is any inference that a primary offering is occurring regarding shares subject to the instant registration statement.

We have reviewed Section D Item 29 of the Division of Corporation Finance's Manual of Publicly Available Telephone Interpretations.  Item 29 is quoted below:

29. Rule 415; Form S-3

It is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller's prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 "public float" test for a primary offering, or because Rule 415 (a)(l)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

The Company has already addressed for each of the three transactions (regarding which the staff apparently views them as not integrated yet continues to make inquiry) in our prior response: the recipients of sale proceeds, the circumstances, the length of time that has elapsed, the relationship of all parties to the issuer, the amount of shares involved, and whether the sellers are in the business of underwriting securities.  The Company does not believe that there are any circumstances remaining which to any extent suggest that a primary offering may be occurring for re-registering shares in a non-issuer sale already subject to an effective SB-2 or for shares underlying Conversion Warrants which may never be exercised.

We shall, of course, attempt to address the staff’s further inquiries in the responses which follow.  However, if these responses do not fully and promptly address your concerns, we respectfully request an in-person meeting with the Staff as soon as can be arranged so that we may better understand and resolve any issues.

Page 2 of 8

You requested that we provide, regarding each of the Magnetar and entities affiliated with Karl Brewer, the following information.  The information is provided as of the date specified in the instant registration statement on Form S-3, registration number 333-143299.  The Company again notes its confusion regarding why it is relevant for the Staff to inquire regarding prior transactions when the Staff apparently concedes that it is irrelevant to integrate any of the prior transactions with those shares currently being registered.

·

The number of issued and outstanding shares each currently holds.  Please refer to the attached table.

·

The number of shares that may be issued pursuant to convertible securities.  Please refer to the attached table.

·

The number of shares that have been registered on other registration statements, specifically identifying each tranche.  Please refer to the attached table.

·

The number of shares registered on prior registration statements that have been sold.  The Company has no ability to analyze or state the number of shares registered on prior registration statements that have been sold by the respective investors.  Nor can the Company track the shares subject to each registration statement on a per-registration statement basis.  Shares of the Company’s common stock are fungible.  The number of issued and outstanding shares each investor currently holds, compared to the number previously issued, discloses the net change, which may be positive or negative.  Each shareholder may have previously held shares of the Company’s stock, purchased shares on the open market, sold shares received from the Company and then purchased shares on the open market, or any combinations or permutations thereof.  Please refer to the attached table for the net difference between the ownership reported by each investor and the aggregate number of shares subject to the three registration statements being considered, in each case including the number of shares which may be issued should currently unexercised warrants ever be exercised.

As indicated on the attached table, Magnetar and the entities affiliated with Karl Brewer have acquired almost one million shares more than could have been acquired from the Company.  Only has Magnetar apparently reduced its position by 230,072 shares, only 2.55% of its maximum potential ownership.  Adding shares to ownership or selling such a small percentage of ownership over an almost 17 month period is characteristic of an investor, not an underwriter.

·

The date on which and the manner in which each of these entities received the shares and/or the underlying securities registered on such prior registration statements.  Please refer to the attached table.

In your response, please address why the company agreed to register the shares sold by the Roberti Jacobs Family Trust by the three purchasers, including Magnetar, and to what extent the company was involved in Trust's decision to exercise the warrants and sell the underlying shares.  The Company had no involvement in the Trust’s decision to exercise warrants or sell shares or in negotiating the price of the shares. The parties to the transaction asked the Company to facilitate the sale by agreeing to register the shares that were being sold.  The shares were already included for registration on the SB-2 (including the shares underlying

Page 3 of 8

the warrants which were exercised prior to the sale by the sellers).  The Company agreed to register the shares only after confirming with the Staff reviewer of the SB-2 that substituting Mr. Jennings and the Trust with the purchasers would not delay effectiveness of the SB-2 and the purchasers were amenable to such an accommodation. As the Company had recently undergone a management transition and believed it was in the interests of its stockholders that the shares of stock associated with prior managers be owned by new investors, the Company agreed to facilitate the transaction as requested by the parties.

·

A more detailed analysis of whether either Magnetar or Mr. Brewer is in the business of buying and selling securities.  As stated previously, Magnetar and each of the Brewer entities have confirmed, in their Selling Shareholders’ Questionnaires, that they are not brokers, dealers or affiliates of broker-dealers.  The Company has no knowledge or reason to believe other than that they are not brokers, dealers or affiliates of broker-dealers.  Nor does the Company have any ability, or believe that it has any obligation, to analyze whether completely unrelated third parties are engaged in a business they have certified to the Company they do not conduct or to time-line and quantity track the investors’ positions in the Company common stock.  Regarding the “business of buying and selling securities,” any investor may purchase additional securities or sell held securities based upon such factors as marketplace opportunities, the investor’s perception of risk/reward and the investor’s internal needs, priorities and investment policies.  The buying and selling of securities does not suggest that an investor is in any business, only that the investor reduced or increased its investment in a particular security, which is at its core the essence of stock investing.

Selling Shareholders, page 4

2.

The Company has revised the disclosure as requested or comments as indicated below in italics:

·

As requested previously, please disclose in the footnotes to the selling stockholders table the number of shares included in each selling shareholder's beneficial ownership amount that are outstanding and the amount that the selling shareholder has the right to acquire (i.e., the number of shares issuable upon exercise of warrants and options, etc.)  The Company believes that it has adequately and accurately disclosed the number of shares that are outstanding and the number of shares that are contingent upon the exercise of warrants and options. The Company respectfully requests that the staff identify any specific shortcomings in this regard.

·

As requested previously, please avoid disclosure in terms of shares that are being "excluded." In this regard, it is not necessary to disclose the number of shares that are not being offered. Instead, simply provide disclosure about the nature and number of the shares that are being offered (e.g., the number of shares being offered that are outstanding, issuable upon exercise of warrants, etc.).  Any reference to shares excluded occurs in only six footnotes.  Footnotes 18, 19, 21 and 31 will be revised as requested.  In Footnotes 2 and 3, shares are excluded from the totals for “Ownership prior to offering” and “Ownership after offering” because the so-called Blocker prevents Magnetar from owning more than the number of shares indicated, thereby preventing Magnetar from exercising the specified warrants to the extent indicated.  The number of shares which would be owned but for the Blocker is disclosed.  The Company believes that including the excluded shares in the selling stockholders table would inflate the share ownership to greater than any amount which Magnetar can legally acquire based on ownership as of the date of the instant registration statement.  Similar language was approved by the Staff prior to the effectiveness of the SB-2 after lengthy consideration.  We respectfully request that the Staff approve Footnotes 2 and 3 as currently drafted, with the additional language noted below.

Page 4 of 8

·

Please continue to review your footnote disclosure to ensure that the numbers are consistent and/or add up. For example, you state that the shares beneficially held by Calhoun & Co FFC City of Dearborn Policemen and Firemen Revised Retirement Systems ("Calhoun Policemen and Firemen") amount to 63,000 and that you are offering 9,922 under the instant Registration Statement (333-143299), to leave 53,078 shares remaining after the present offering. However, you disclose in footnote 5 that Calhoun Policemen and Firemen are offering 63,000 shares pursuant to Registration Statement 333-134823. As a result, we do not understand how Calhoun Policemen and Firemen beneficially owns only 63,000 shares.  A spreadsheet error was discovered which altered the shares beneficially held for 7 selling shareholders.  The footnote disclosure will be corrected on Amendment No. 2.

·

Please clarify in footnotes 2 and 3 to the selling shareholder table that you have not included shares underlying particular warrants in Magnetar Capital Master Fund's beneficial ownership amounts due to the beneficial ownership limitations contained in the warrant agreements (i.e., what you refer to as blocker provisions). Clarify that these beneficial ownership limitations do not prevent Magnetar from ultimately exercising a

CORRESP
1
filename1.htm

Date

Vaughn W. Duff, Esq.

General Counsel x2126

Via EDGAR Filing

June 26, 2007

Mr. Larry Spirgel

Assistant Director, Division of Corporate Finance

U.S. Securities and Exchange Commission

100F Street, N.E.

Washington, DC 20549

Re:

 Comment Letter, dated June 21, 2007:

Think Partnership Inc. (the “Company”)

Registration Statement on Form S-3

Filed May 25, 2006

File No. 333-143299

Dear Mr. Spirgel:

This letter is the Company’s response to the above-referenced SEC comment letter, dated June 21, 2007.  Each paragraph number below setting forth the Company’s response corresponds to the comment number in your letter.

General

1.

You stated your view that, given the size of the current and past transactions being registered on behalf of Magnetar Capital Master Fund, Ltd. (“Magnetar”) and entities affiliated with Karl Brewer (the “Brewer entities”) relative to the number of shares outstanding held by non-affiliates, the nature of the offering and the selling security holders, the transaction appears to be a primary offering. As a result of this view, you further conclude that Magnetar and Brewer entities should be identified as underwriters in the prospectus.  For the reasons which follow, we respectfully disagree.

a.

No Basis for Integration. Initially, it would appear that you are viewing multiple separate and unrelated transactions completed between April 5, 2006 and December 28, 2006, as somehow integrated. Using Rule 502(a) as a guide, “whether separate sales of securities are part of the same offering (i.e., are considered ‘integrated’) depends on the particular facts and circumstances.” Five factors are considered in determining whether offers and sales should be integrated. Each factor is considered as follows:

i.

Whether there is a single plan of financing.  Reviewing the questioned transactions reveals that there was no single plan of financing. On April 5, 2006 the Company issued a total of 26,500 shares of Series A convertible preferred stock and accompanying warrants to purchase up to 5,300,000 shares of common stock (the “Preferred Stock Sale”). The preferred stock and warrants were issued in a private placement to 17 institutional investors for an aggregate purchase price of $26,500,000.00 in cash. There was no syndicate or manager for this private placement. Each investor individually decided whether to invest, although certain families of investors each had a common investment advisor with authority to make investment decisions. The shares of common stock to be issued upon conversion or exercise of the warrants were registered on Form S-3 file number 333-134823 effective August 1, 2006.

Page 1 of 8

On July 3, 2006, the Roberti Jacobs Family Trust (the “Trust”), the trustee of which is the mother-in-law of Mr. Gerard M. Jacobs, the Company’s former chief executive officer and whose children are beneficiaries of the trust, and T. Benjamin Jennings, the Company’s former chairman, sold to certain private investors of an aggregate of 6,359,726 shares of the Company’s common stock (the “Non-Issuer Sale”).  The Non-Issuer Sale included 3,130,000 shares of Company common stock underlying warrants which were exercised by the Trust and Mr. Jennings and were immediately thereafter sold in the Non-Issuer Sale. The Company received proceeds of $371,300 from the exercise of the warrants. The Company agreed to register the shares upon demand, assuming the transaction closed, and did so by substituting Mr. Jennings and the Trust with the investors in the Non-Issuer Sale as “selling shareholders” on its then pending registration statement on Form SB-2 file number 333-121761, effective July 24, 2006 (the “SB-2”).  None of the proceeds from the sale of the Trust and Jennings stock was received by the Company. Only Magnetar and two other investors from the Preferred Stock Sale (none of the Brewer entities) participated in the Non-Issuer Sale.

In an effort to facilitate the conversion of the Company’s Series A convertible preferred stock by the holders thereof, the Company entered into separate legal agreements with the holders of the Company’s Series A convertible preferred stock all of which became legally binding on December 28, 2006. Pursuant to these agreements, which were not identical, each holder agreed to convert all of its shares of Preferred Stock into shares of the Company’s common stock.  As an inducement to effect the conversions, the Company agreed to issue additional warrants (the “Conversion Warrants”) to the converting holders, as disclosed in the instant registration statement. All $25 million worth of the remaining outstanding shares of preferred stock have converted into an aggregate of 12.5 million shares of Company common stock.  Accomplishing this conversion eliminated the entire $19.1 million of preferred stock from the Company’s balance sheet, an estimated $5.9 million in annual preferred dividend payments and accretion in 2007 and the looming prospect of mandatory cash redemption on the second anniversary of issuance. The shares underlying the Conversion Warrants are to be registered under the instant registration statement on Form S-3, registration number 333-143299.

The Preferred Stock Sale on April 5, 2006, almost 15 months ago, is the only transaction yielding any financing for the Company. The Non-Issuer Sale, yielding $9,094,408 to the third-party selling shareholders, resulted in only $371,300 in warrant exercise proceeds to the Company. The December 28, 2006 issuance of Conversion Warrants yielded no proceeds to the Company (however, if all of the Conversion Warrants are exercised for cash, the Company will receive aggregate exercise proceeds of approximately $7,555,928), only saving dividend and accretion charges, improving the balance sheet and avoiding a potentially damaging cash redemption. The three transactions, one of which did not involve the issuer, are clearly unrelated and do not constitute any single plan of financing.

ii.

Whether the sales involve the same class of securities. The Preferred Stock Sale involved only preferred stock and warrants to purchase common stock priced at $2.50 per share. The Non-Issuer Sale involved common stock and warrants all of which had been held by third-parties for several years.  The Conversion Warrants involved warrants carrying $3.05 and $4.00 per share exercise prices issued as an incentive to convert preferred stock to common. None of the warrants were in-the-money when issued. The warrants exercise of which would result in the issuance of the shares of common stock subject to the instant registration statement are not in-the-money today, approximately 6 months after the warrants were issued. The sales do no involve the same class of securities.

iii.

Whether the sales are made at about the same time.  While it is the Company’s position that the Non-Issuer Sale should be totally disregarded because it did not result in sale proceeds to the Company, this transaction occurred three months after the Preferred Stock Sale. The Conversion Warrants were issued almost 9 months after the Preferred Stock Sale and approximately 6 months after the unrelated Non-Issuer Sale. None

Page 2 of 8

of the warrants were in-the-money when issued. The Conversion Warrants, exercise of which would result in the issuance of the shares of common stock subject to the instant registration statement, are not in-the-money today, approximately 6 months after the warrants were issued.  No sale of the common stock can be made until the warrants are exercised, which has yet to occur and may never occur. Thus we believe that the sales did not occur at about the same time.

iv.

Whether the same type of consideration is received.  As previously detailed, the three transactions resulted in the following sale proceeds being received by the Company: cash in the first instance, no proceeds in the second and savings and redemption payment avoidance in the third. The type of consideration is different in each case.

v.

Whether the sales are made for the same purpose. Again, the prior explanation demonstrates three separate purposes: raising capital, facilitating a third party sale with no sale proceeds to the company and creating incentive for an early, non-mandatory preferred stock conversion.  We believe that the existence of three different “purposes” for the sales alone should be determinative of no integration.

We submit that an examination of the five factors amply demonstrates that none of the three questioned transactions should be integrated.

b.

Six Month Safe Harbor.  Rule 502(a) contains a safe harbor which precludes the integration of the offering with offers and sales made more than six months before the start of the offering and six months after completion of the offering.  The July 2006 Non-Issuer Sale simply was not an issuer transaction as no sale proceeds were paid by the investors to the Company. We further submit that the Preferred Stock Sale and the Conversion Warrants issuances are not properly integrated, as they occurred more than six months apart and are therefore precluded from integration.

c.

Magnetar and the Brewer Entities Are Not Affiliates.  By referring to the size of the current and past transactions being registered on behalf of Magnetar and the Brewer entities relative to the number of shares outstanding held by non-affiliates, you make an inference that Magnetar and the Brewer entities are viewed as affiliates of the Company.  To be an affiliate of the Company, Magnetar or the Brewer entities would have to  directly, or indirectly, control, be controlled by or be under common control with, the Company.

There are no factors in any way suggesting that Magnetar and the Brewer entities are affiliates of the Company. Magnetar and William Blair Small Cap Growth Fund (one of the Brewer entities) are greater-than-five-percent shareholders but less than 10% shareholders. Neither they nor any of the other Preferred Stock investors have any association with the Company other than investing in and owning shares of common stock and warrants to purchase common stock. The Company paid them no fees related to the transaction in which they acquired their securities, has paid them no fees since and is obligated to pay them no fees. They have no representation on the Company’s board of directors and no contractual mechanism to acquire such representation. The complete relationship between the Company and these parties has been disclosed in public filings – it is a relationship as an investor only. There is no basis on which the Company could control or influence these investors and there is no common control. Since neither Magnetar nor any of the constituents of the Brewer entities can exert any control over the Company, we believe they are not affiliates.

d.

Magnetar and the Brewer Entities Are Not Underwriters.  To be an underwriter, the person must have “purchased the securities from the issuer with a view to, or offers of sells for an issuer in connection with, the distribution of any security, or participates of has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking.”  Neither Magnetar nor any Brewer entity purchased securities from the Company with a view to or in connection with the direct or indirect distribution of such securities. Please consider the following factors:

Page 3 of 8

i.

None of the selling shareholders are investment banks or participate in transactions as underwriters.  All completed questionnaires confirming that they are the beneficial owners or represent the beneficial owners as investment advisors. None are broker-dealers or affiliates thereof.

ii.

No underwriting or similar agreement exists obligating any selling shareholders to either purchase any securities or act for the Company in selling the securities as part of a plan of distribution.

iii.

No fees of any kind were paid or will be paid in any transaction in which the selling shareholders purchased the securities of the Company, other than standard and customary (a) expense reimbursements to the two lead investors ($65,000 and $20,000, respectively) in connection with the April 5, 2006 Preferred Stock Sale and (b) potential contractual damages for liquidated damages from failure to achieve and maintain effectiveness and for failure to timely deliver shares (none of which are currently payable). The selling shareholders paid the purchase price only, to the issuer in the Preferred Stock Sale and to third parties in the Non-Issuer Sale, while only agreeing to convert upon the issuance of the Conversion Warrants.

iv.

As detailed previously, there is no relationship with the Company other than as investors.

v.

Magnetar and each of the constituents of the Brewer entities acquired the securities with full investment risk. Upon agreeing to convert, they lost their ability to force the Company to redeem the preferred stock. They acquired no ability to control the issuer. They were only allowed to demand registration of the securities they may acquire, not close the transaction conditioned upon the effectiveness of a registration, thereby taking the entire liquidity risk from the time the warrants were issued until the earliest effective date contractually required under the purchase documents (up to six months). In the case of the Conversion Warrants, they could not demand registration until 60 days after the agreement became legally binding.

vi.

The Preferred Stock Sale involved no buying syndicate or investor representative. Each investor individually decided to invest on the terms offered and individually signed the purchase documents. The Non-Issuer Sale did not involve the Company but was conducted on similar terms. The Conversion Warrant transaction was individually negotiated with each preferred stockholder and the preferred stockholders did not execute identical agreements with respect thereto.

vii.

When the investors acquired the Preferred Stock on April 5, 2006 and the Conversion Warrants on December 28, 2006, they gave standard and customary representations and warranties consistent with a private offering which confirmed their long-term investment intent.

viii.

A significant time (over 90 days) after the warrants were issued, only Magnetar has demanded registration of the shares underlying the Conversion Warrants, which triggered the instant registration. The Company has included all of such shares only for its convenience to avoid the expense of separate registrations should other investors so demand.

ix.

All securities issued to Magnetar, the Brewer entities and the other selling shareholders had appropriate restrictive legends and stop transfer instructions.

x.

It is now 15 months since the original investment of Magnetar and the Brewer entities in Company securities. They have not exercised any of their warrants. They did not convert their preferred stock to common stock for approximately 9 months.  After such a long period, there is no basis to assert that they are to any extent involved in a primary offering or distribution of the Company’s stock.

Page 4 of 8

xi.

A cursory review of the Magnetar and each of the Brewer entities reveals they are five retirement funds, one small capital mutual fund and two investment funds. These are not the types of entities that would typically act as underwriters.

xii.

The terms of the warrants contain a blocker provision under which the holder thereof does not have the right to exercise such warrants to the extent that such exercise would result in beneficial ownership by the holder thereof of more than 4.90% or 4.99%, as applicable, of the shares of common stock then issued and outstanding.

xiii.

Any sales by Magnetar and each of the Brewer entities are limited by market forces and the Company’s usual trading volume.

Mail Room 4561
         J u l y  5 ,  2 0 0 6   Scott P. Mitchell Interim Chief Executive Officer and President
Think Partnership Inc. 28050 US 19 North, Suite 509 Clearwater, Florida 33761
 Re:    Think Partnership, Inc.
  Registration Statement on Form S-3   Filed on June 7, 2006   File No. 333-134823
Dear Mr. Mitchell:

We have limited our review of the above-refe renced Form S-3 registration statement of
Think Partnership, Inc. to the disclosure it ems identified below and have the following
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with supplemental information so we
may better understand your disclosure.  After re viewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We welcome any questions you may have about our commen ts or on any other
aspect of our review and look forward to workin g with you.  Feel free to call us at the telephone
numbers listed at the end of this letter.  General

1. Please be advised that all co mments related to the Form SB -2 registration statement 333-
121761 should be resolved before you seek ac celeration of the effective date of the
above-cited registration statement.  To the extent that comments issued in connection
with the concurrently filed SB-2 relate to the present filing, you should ensure that the
current registration statement reflects any necessary revisions, or provide us with you analysis explaining why you believe our  comment is not applicable.

Scott P. Mitchell
Think Partnership Inc. July 5, 2006
Page 2

Cover Page
2. In addition, for this registration statement and for the pending SB-2, revise the cover
pages of each to disclose the existence of  the concurrent public offering of Think
Partnership’s securities.  Please refer specifically to the number of shares being
separately offered concurrently  under the each of the regist ration statements.  In this
regard, we note your disclosure in the Descri ption of Securities on page 11 regarding the
Form SB-2.

Selling Stockholders, page 4
3. Please include the selling shar eholder information required by Item 507 of Regulation S-
K.  Specifically, provide a detailed introductory  description of each of  the transactions by
which the selling security holders in the tabl e acquired the Series A convertible preferred
and warrants.  Regarding the Litmus Media acquisition, discuss th e earnout conditions,
which, if satisfied, would result in approxi mately 21 million shares issuable.  Also
include a materially complete description of any material relationshi p the selling security
holders have or had with Thi nk Partnership, Inc. or its pred ecessors or affiliates within
the past three years.
4. You disclose on page 4 that the number of shar es beneficially owned prior to the offering
listed in the second column of the tabl e does not reflect th e 4.99% limitation on
conversion of the Series A preferred.  Pl ease revise to show the actual beneficial
ownership consistent with the determination of  beneficial ownership rules in 13d-3 of the
Exchange Act or provide us with your analys is as to why this is not required.  Any
limitations on ownership can be disclosed separately.
5. We note from the footnote disclosure that Karl Brewer and J. Steven Emerson have
voting and dispositive power with respect to the shares to be resold by several selling
shareholders.  We are unclear why you have not chosen to aggreg ate Mr. Brewer’s and
Mr. Emerson’s shares so that investors better  understand where beneficial ownership lies
with respect to Think Partnership’s shares.  Please revise or advise.

Legal Matters, page 72
6. Please specify the number of shares held by each of the two shareholders of Shefsky &
Froelich Ltd. who hold shares in Think Part nership, Inc., unless the interest of the two
shareholders combined does not exceed $50,000.  See Item 509, which requires disclosure of the nature of  the interest of counsel.

Exhibits

7. We were unable to locate in the exhibit inde x the securities purchase agreements relating
to the shares covered by this registration stat ement.  Please file the securities purchase

Scott P. Mitchell
Think Partnership Inc. July 5, 2006
Page 3

agreements, and any amendments thereto, gove rning the Series A convertible preferred
shares and warrants.

Legality Opinion
8. We note your disclosure in the ultimate paragr aph that the “opinion is rendered only to
you and is solely for your benefit.”  Please re move from that sentence the words “only”
and “solely” and any implication that inve stors may not rely on the opinion.  In this
regard, the following sentence requiring wri tten consent for reliance upon the opinion
should also be eliminated.

As appropriate, please amend your filings in response to our comments.  You may wish
to provide us with marked copies of the amendm ents to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our comments and provides any
requested information.  Detailed cover letters gr eatly facilitate our review.  Please understand
that we may have additional comments after re viewing your amendments and responses to our
comments.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:
*    should the Commission or th e staff, acting pursuant to de legated authority, declare the
filing effective, it does not foreclose the Co mmission 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 the disclosure in the filing; and
 *  the company may not assert this action as  a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in re sponse to our comments on your filing.

Scott P. Mitchell
Think Partnership Inc. July 5, 2006
Page 4

We will consider a written request for acceleration of the effective date of the registration
statements as a confirmation of the fact that  those requesting accelera tion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statements.  We will act on the requ est and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rule 461 rega rding requesting accelera tion of a registration
statement.  Please allow adequate  time after the filing of any amendments for further review
before submitting a request for acceleration.  Plea se provide this request at least two business
days in advance of the requested effective date.
Please direct all questions to Maryse Mills-A penteng at 202-551-3457 or, in her absence,
to the undersigned at 202-551-3735.            S i n c e r e l y ,
   Barbara C. Jacobs    Assistant Director

cc:   Via facsimile:  (312) 275-7554

 Michael Choate, Esq.
Shefsky & Froelich, Ltd.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>commentletter.txt
<DESCRIPTION>SEC COMMENT LETTER DATED SEPTEMBER 1, 2004
<TEXT>
LAW OFFICES
SHEFSKY & FROELICH LTD.
444 NORTH MICHIGAN AVENUE                              Susan W. Wiles
CHICAGO, ILLINOIS 60611                              Direct:312-836-4192
                                                    Facsimile:312-527-3194
Telephone (312)527-4000                          E Mail:swiles@shefskylaw.com
Facsimile (312)527-5921
E Mail     sfltd@shefksylaw.com
                                                         IN REFERENCE TO:
                                                         027383-01-01

                               September 9, 2004

Via Facsimile: (202) 942-9544 and EDGAR

Mr. Patrick Gilmore, CPA
Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re: CGI Holding Corporation
    Form 8-K
    File Number:  33-19980-D
    Filed:  August 31, 2004

Dear Mr. Gilmore,

I am writing on behalf of our client CGI Holding Corporation (the "Company"), in
response to your  comment  letter  dated  September  1, 2004.  In the letter you
requested  that we amend the Company's  Form 8-K that was filed August 31, 2004,
as  necessary,  to  conform to your  comments.  This  letter is being  submitted
concurrently  with the filing of the Form 8-K/A.

For your convenience,  we have reprinted the text of the comments in your letter
of September 1, 2004, in italics, followed by the Company's response.

1. Amend the report to include  all of the  information  required by Item 304 of
Regulation  S-K.  Include a letter from the former  accountants  addressing  the
revised  disclosures.  File the amendment  under cover of Form 8-K/A and include
the ITEM 4 designation, including the letter from the former accountant filed as
an Exhibit  16.

The Form 8-K has been  amended to  provide  the  following:

As discussed,  the Company is providing the information required by the relevant
provisions  of Item  304 of  Regulation  S-B.  The  Company's  WebSourced,  Inc.
subsidiary has hired Mr. Jody Brown to serve as its Chief Financial Officer. Mr.
Brown  formerly  was a  partner  in  Poulos  &  Bayer,  Chicago,  Illinois,  the
independent  auditors of the Company.  On August 30, 2004, the Company  received
written  notification that due to this hiring, in accordance with Section 10A of
the  Securities  Exchange  Act  of  1934,  as  amended  by  Section  206  of the
Sarbanes-Oxley  Act of 2002,  Poulos & Bayer has  withdrawn  from serving as the
Company's  independent auditors for the required cooling off period of one year,
a copy of this notification was attached to the Form 8-K filed by the Company on
August 31, 2004 and is attached  to the Form 8-K/A  Filed  September  9, 2004 as
Exhibit 16.1.  Because Poulos & Bayer withdrew from service due to their wish to
comply with Section 10A of the  Securities  and Exchange Act of 1934, as amended
by Section 2 06 of the  Sarbanes-Oxley  Act of 2002,  no action was  required or
taken by the Company's Board of Directors.

For the period  including  the prior two  fiscal  years and the  interim  period
ending as of the date of withdrawal of Poulos & Bayer (the "Reporting  Period"),
Poulos & Bayer's  report does not contain an adverse  opinion or  disclaimer  of
opinion,  nor was it  modified  as to  uncertainty,  audit  scope or  accounting
principles. During the Reporting Period, there were no disagreements between the
Company and Poulos & Bayer on any matter of accounting  principles or practices,
financial disclosure, or auditing scope or procedure, which would have caused it
to make reference to the subject matter of the  disagreement  in connection with
its report.  The Company  provided  Poulos & Bayer a copy of this  disclosure on
September 8, 2004.  Poulos & Bayer  provided the Company and the  Securities and
Exchange  Commission with a letter,  dated September 8, 2004, a copy of which is
attached to the Form 8-K/A filed September 9, 2004 as Exhibit 16.2, which states
that Poulos & Bayer agrees with the disclosures set forth in this Form 8-K/A.

The  Company  has not yet  done  so,  but it  intends  to  engage  a new firm of
independent auditors later this year.

2. When you engage a new accountant,  please report the engagement in a new Form
8-K and comply with the requirements of Regulation S-K Item 304(a)(2). In making
any disclosures about consultations with your new accountants, please ensure you
disclose any consultations up through the date of engagement.

As discussed,  the Company will provide the information required by the relevant
provisions of Item 304 of  Regulation  S-B. The Company has not yet done so, but
it intends to engage a new firm of independent auditors later this year. At that
time, the Company intends to provide the appropriate disclosures.

The Company acknowledges that it is responsible for the adequacy and accuracy of
the  disclosure in the filings;  that staff comments or changes to disclosure in
response to staff comments in the filings reviewed by the staff do not foreclose
the  Commission  from  taking any action  with  respect to the  filing;  and the
Company may not assert staff comments as a defense in any  proceeding  initiated
by the Commission or any person under the federal  securities laws of the United
States.

Best regards,

SHEFSKY & FROELICH LTD.

/s/ Susan Wiles
Susan Wiles
cc: Gerald M. Jacobs
Mitchell D. Goldsmith, Esq.

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>cgilettertandy.txt
<DESCRIPTION>COMMENT LETTER - ITEM 4 8-K W TANDY LANGUAGE (GILMORE)
<TEXT>

September 1, 2004

Mail Stop:  4-6

Gerard M. Jacobs
President, Chief Financial Officer
Secretary and Treasurer
CGI Holding Corporation
100 North Waukegan Road, Suite 100
Lake Bluff, IL  60044

Re:	Item 4 Form 8-K filed August 31, 2004

Dear Mr. Jacobs:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

1. Amend the report to include all of the information required by Item
304 of Regulation S-K.  Include a letter from the former accountants
addressing the revised disclosures.   File the amendment under cover
of Form 8-KA and include the ITEM 4 designation, including the letter
from the former accountant filed as an Exhibit 16.
2. When you engage a new accountant, please report the engagement in a
new Form 8-K and comply with the requirements of Regulation S-K Item
304 (a)(2).  In making any disclosures about consultations with your
new accountants, please ensure you disclose any consultations up
through the date of engagement.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

Please respond to these comments within 5 business days or tell us
when you will provide us with a response.  Please furnish a cover
letter with your amendment that keys your responses to our comments
and provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.

Please file your cover letter on EDGAR.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.  You may contact the undersigned at 202-824-5355 if
you have questions regarding these comments.

Sincerely,

Patrick Gilmore, CPA
Staff Accountant
Gerard M. Jacobs
CGI Holding Corporation
Page 2 of 2

</TEXT>
</DOCUMENT>