UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549





FORM 10-Q/A


Amendment No. 1





(Mark One)





þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended March 31, 2012





or





o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from __________________ to __________________________Commission file number: 001-32442





INUVO, INC.(Exact name of registrant as specified in its charter)





Nevada

87-0450450(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)





143 Varick Street, New York, New York

10013(Address of principal executive offices)

(Zip Code)





(212) 231-2000(Registrant's telephone number, including area code)





N/A(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes x No  ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.





Large accelerated filer
 ̈

Accelerated filer
oNon-accelerated filer
o

Smaller reporting company
þ





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)


Yes  ̈ No þ





Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.





Title of Class
No. of Shares Outstanding at May 11, 2012Common Stock
23,482,122














EXPLANATORY NOTE





We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended March 31, 2012 (the “Form 10-Q”), originally filed on May 15, 2012 with the Securities and Exchange Commission, solely for the purpose of filing a replacement to Exhibit 10.1 included in the Form 10-Q.  The Exhibit 10.1 filed herewith has been revised to correct ministerial errors in the redacted information appearing in that exhibit as filed in the Form 10-Q.  No other changes have been made to the Form 10-Q. This amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q except as described herein.





PART II - OTHER INFORMATION





ITEM 6.                      EXHIBITS.





10.1.           Yahoo! Publisher Network Contract, dated April 24, 2009, as amended *





*           Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission under Rule 24b-2. The omitted confidential material has been filed separately with the Commission.




2





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




INUVO, INC.Date: December 28, 2012
By:
/s/ Wallace D. RuizName: Wallace D. RuizTitle: Chief Financial Officer