##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment
No. 1
ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF
1934
 For the fiscal year ended December 31, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from                      to                     .
 Commission
File Number 000-29129
 
 INNUITY, INC.
 (Exact name of Registrant as specified in its charter)
 UTAH
    
    87-0370820(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 8644 154TH AVENUE NE
REDMOND, WA 98052  (Address of principal executive offices)
 (425) 497-9909  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.00025
 o þ
 o þ
 þ o
 o
  o o o þ
 o þ
  Common Stock:




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TABLE OF CONTENTS  PART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT 31.1EXHIBIT 31.2    Table of Contents  EXPLANATORY NOTE
   
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant
 Directors
  Name
    
    Age
    
    Principal Occupation
    
    Director SinceJohn R. Wall
    
    50
    
    Chief Executive Officer, Chairman of the Board, Secretary and Treasurer of Innuity
    
    2005John R. Dennis
    
    45
    
    President and Director of Innuity
    
    2005Marvin A. Mall
    
    47
    
    Chief Operating Officer and Director of Innuity
    
    2005Keith A. Cannon
    
    67
    
    Registered Representative of Wilson-Davis & Co., Inc.
    
    2005Harold H. Kawaguchi
    
    70
    
    Director, Innuity
    
    2005Greg M. Stevenson
    
    50
    
    Senior Vice President of Research by the Reagan MacKenzie
    
    2005
 John R. Wall
 John R. Dennis
 Marvin A. Mall
 Keith
A. Cannon
 Harold
H. Kawaguchi
 Greg
M. Stevenson




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Audit Committee
  Executive Officers
  PositionName
    
    Position
    
    Age
    
    SinceJohn R. Wall
    
    Chief Executive Officer, Secretary and Treasurer
    
    50
    
    2005John R. Dennis
    
    President and Director
    
    45
    
    2005Marvin A. Mall
    
    Chief Operating Officer
    
    47
    
    2005Linden N Barney
    
    Chief Financial Officer
    
    45
    
    2007James D. Crisera
    
    President, Promotions Division
    
    39
    
    2006Douglas E. Merryman
    
    President, Merchant Services Business Line
    
    46
    
    2006Stephen L. Ferrante
    
    President, In-Store Systems Business Line
    
    44
    
    2006
  Linden N. Barney
 Douglas E. Merryman
 Stephen L. Ferrante
 James D. Crisera
 2




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
 http://www.innuity.com
 
 Item 11. Executive Compensation
 Summary
Compensation Table
  2007 SUMMARY COMPENSATION TABLE
 Non-EquityIncentivePlan
    
    All OtherSalary
    
    Bonus
    
    Stock
    
    Option
    
    Compensation
    
    Compensation
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    Awards ($)
    
    Awards (1) ($)
    
    ($)
    
    ($)
    
    ($)John R. Wall
    
    
    2007
    
    
    $
    150,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    150,000Chief Executive
    
    
    2006
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000OfficerJames D. Crisera
    
    
    2007
    
    
    
    222,667
    (2)
    
    
    
    
    
    
    
    
    
    
    82,849
    
    
    
    
    
    
    
    
    
    
    
    305,516President,
    
    
    2006
    
    
    
    148,940
    (3)
    
    
    
    
    
    
    
    
    
    
    58,346
    
    
    
    
    
    
    
    
    
    
    
    207,286Promotion DivisionStephen L. Ferrante
    
    
    2007
    
    
    
    157,500
    
    
    
    93,233
    
    
    
    
    
    
    
    90,889
    
    
    
    
    
    
    
    
    
    
    
    341,622President, In-Store
    
    
    2006
    
    
    
    120,000
    
    
    
    41,802
    
    
    
    
    
    
    
    60,851
    
    
    
    
    
    
    
    
    
    
    
    222,653Business Line
 
 (1)
    
    Values of option grants represent the actual compensation cost recognized by our company during
fiscal 2007 for options to purchase our common stock granted in 2007 and prior years as
determined pursuant to Financial Accounting Standards No. 123R, Share-Based Payment, utilizing
the assumptions discussed in the notes to our companys consolidated financial statements for
the year ended December 31, 2007. 3




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(2)
    
    Includes commissions of $97,667, of which $52,500 was accrued and unpaid as of December 31, 2007.(3)
    
    Includes commissions of $23,940. Employment
Agreements with Named Executive Officers
  Outstanding Equity Awards at Fiscal Year-End
  Option AwardsEquity IncentivePlan Awards:Number of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    
    
    
    
    OptionOptions
    
    Options (1)
    
    Unearned
    
    Option Exercise
    
    Expiration(#)
    
    (#)
    
    Options
    
    Price
    
    DateName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    (Month-Year)John R. Wall
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James D. Crisera
    
    
    31,652
    
    
    
    2,110
    
    
    
    
    
    
    
    0.10
    
    
    Aug-1445,540
    
    
    
    20,698
    
    
    
    
    
    
    
    0.47
    
    
    Sep-1543,750
    
    
    
    96,250
    
    
    
    
    
    
    
    0.54
    
    
    Jan-17
    
    
    
    200,000
    
    
    
    
    
    
    
    0.32
    
    
    Aug-17Stephen L. Ferrante
    
    
    108,750
    
    
    
    18,750
    
    
    
    
    
    
    
    0.47
    
    
    Sep-1524,376
    
    
    
    40,624
    
    
    
    
    
    
    
    0.57
    
    
    Oct-1635,159
    
    
    
    77,341
    
    
    
    
    
    
    
    0.54
    
    
    Jan-17
    
    
    
    220,000
    
    
    
    
    
    
    
    0.32
    
    
    Aug-17
 
 (1)
    
    These options vest over 31/2 years with 25% vesting six months from the date of issuance and an additional 6.25% vesting every month
thereafter until fully vested. The options expire 10 years after the date of issuance. Option Exercises and Stock Vested During Last Fiscal Year
  Pension Benefits
  Nonqualified Deferred Compensation
 4




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Potential Payments upon Termination or Change in Control
  Director Compensation
   2007 DIRECTOR COMPENSATION TABLE
 Fees Earned or
    
    Stock
    
    All OtherName
    
    Paid in Cash ($)
    
    Awards ($)
    
    Compensation ($)
    
    Total ($)Keith A. Cannon
    
    
    
    
    
    $
    30,000
    
    
    
    
    
    
    $
    30,000Harold Kawaguchi
    
    
    
    
    
    $
    30,000
    
    
    
    
    
    
    $
    30,000Greg M. Stevenson
    
    
    
    
    
    $
    30,000
    
    
    
    
    
    
    $
    30,000Michael L.
Snow (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Mr. Snow resigned from the board of directors in
February, 2007. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Equity Compensation Plan Information
   Number of SecuritiesRemaining Available forWeighted-Average
    
    
    Future Issuance UnderNumber of Securities to Be
    
    
    Exercise
    
    
    Equity Compensation PlansIssued Upon Exercise of
    
    
    Price of Outstanding
    
    
    (Excluding SecuritiesOutstanding Options,
    
    
    Options, Warrants and
    
    
    Reflected in the FirstWarrants and Rights
    
    
    Rights
    
    
    Column)Equity compensation
plans approved by
security holders
    
    
    3,618,511
    
    
    $
    0.64
    
    
    
    421,956Equity compensation
plans not approved
by security holders
    
    None
    
    
    N/A
    
    
    NoneTotal
    
    
    3,618,511
    
    
    $
    0.64
    
    
    
    421,956
 Security Ownership of Certain Beneficial Owners and Managers
 5




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Number ofNumber of
    
    SharesShares
    
    Underlying
    
    Percent ofBeneficially
    
    Convertible
    
    Common StockName of Beneficial Owner(1)
    
    Owned(2)
    
    Securities(3)
    
    Outstanding(4)John R. Wall(5)
    
    
    5,532,319
    
    
    
    
    
    
    
    22.1
    %Mark A. LeMay(6)
    
    
    2,134,340
    
    
    
    75,000
    
    
    
    8.8
    %John R. Dennis(7)
    
    
    1,989,784
    
    
    
    
    
    
    
    8.0
    %Marvin A. Mall(8)
    
    
    1,281,630
    
    
    
    174,999
    
    
    
    5.8
    %Keith A. Cannon
    
    
    201,737
    
    
    
    50,000
    
    
    
    1.0
    %Harold H. Kawaguchi
    
    
    387,724
    
    
    
    
    
    
    
    1.5
    %Greg M. Stevenson
    
    
    244,987
    
    
    
    10,000
    
    
    
    1.0
    %Stephen L. Ferrante
    
    
    
    
    
    
    266,723
    
    
    
    1.1
    %James D. Crisera
    
    
    
    
    
    
    211,332
    
    
    
    *Directors and executive officers as a group 10 persons)
    
    
    10,138,181
    
    
    
    1,128,731
    
    
    
    43.1
    %
 
 *
    
    Less than 1%(1)
    
    Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to
all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable
and to the information contained in the footnotes to this table. Unless otherwise indicated, the address of the
beneficial owner is c/o Innuity, Inc. at 8644 154th Avenue NE, Redmond, WA 98052.(2)
    
    Number of shares shown as beneficially owned by each person in the table includes all shares of common stock
underlying options or warrants exercisable by such person within 60 days of April 15, 2008.(3)
    
    Represents the aggregate number of shares underlying options or warrants exercisable within 60 days of April 15, 2008.(4)
    
    Calculated on the basis of 25,020,224 shares of our common stock outstanding as of April 15, 2008, provided that any
additional shares of common stock that a shareholder has the right to acquire within 60 days after April 15, 2008, are
deemed to be outstanding for the purpose of calculating that shareholders percentage beneficial ownership.(5)
    
    Based in part on a Schedule 13D filed by John R. Wall and The Wall Family LLC with the Securities and Exchange
Commission on November 9, 2005. Includes 1,000,000 shares held by the Wall Family LLC. Mr. Wall, Chief Executive
Officer and a director, and his spouse, Linda Wall, have shared voting and dispositive power over the shares held by
The Wall Family LLC, as managing members. Mr. Wall disclaims beneficial ownership of the shares held by The Wall
Family LLC.(6)
    
    Based in part on a Schedule 13D filed by Mark A. LeMay with the Securities and Exchange Commission on November 9, 2005.(7)
    
    Includes 970,968 shares held by Seaport Ventures, LLC. and 20,000 shares held by Mr. Dennis dependent child. Mr.
Dennis has sole voting and dispositive power over the shares held by Seaport Ventures, LLC.(8)
    
    Based in part on a Schedule 13D filed by Marvin A. Mall with the Securities and Exchange Commission on November 9,
2005. Includes 20,000 shares held by Mr. Malls dependent child. 6




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Item 13. Certain Relationships and Related Transactions
   John R. Wall, Chief Executive Officer, Secretary, Treasurer and Director
    
    $
    200,000Marvin A. Mall, Chief Operating Officer and Director
    
    $
    50,000Keith A. Cannon, Director
    
    $
    50,000Greg M. Stevenson, Director
    
    $
    10,000
      Director Independence
  7




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Item 14. Principal Accountant Fees and Services
  Fiscal
    
    
    Fiscal2007
    
    
    2006Audit Fees (1)
    
    $
    93,795
    
    
    $
    94,673Audit-Related Fees (2)
    
    $
    10,408
    
    
    $
    5,057Tax Fees (3)
    
    $
    19,166
    
    
    $
    282Total
    
    $
    123,369
    
    
    $
    100,012
 
 (1)
    
    Audit Fees consist of fees billed for professional
services rendered for the audit of our consolidated
annual financial statements and review of the interim
consolidated financial statements included in
quarterly reports and services that are normally
provided by Hansen, Barnett & Maxwell, P.C. in
connection with statutory and regulatory filings or
engagements.(2)
    
    Audit-Related Fees consist of fees billed for
assurance and related services that are reasonably
related to the performance of the audit or review of
the Companys consolidated financial statements and
are not reported under Audit Fees. This category
includes audit-related services related to
acquisitions by the Company.(3)
    
    Tax Fees consist of fees billed for professional
services rendered for tax compliance, tax advice and
tax planning (domestic and international). These
services include assistance regarding federal, state
and international tax compliance and international tax
planning.    8




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Incorporated by ReferenceFiled
    
    
    
    ExhibitExhibit No
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    Filing Date31.1
    
    Certification of
Chief Executive
Officer pursuant to
Section 302 of the
Sarbanes-Oxley Act
of 2002
    
    X31.2
    
    Certification of
Chief Financial
Officer pursuant to
Section 302 of the
Sarbanes-Oxley Act
of 2002
    
    X
 9




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SIGNATURES
  Innuity, Inc.By:
    /s/  John R. WallJohn R. WallChief Executive Officer
(Principal Executive Officer)  10