Inuvo, Inc. – ‘10-12B’ on 11/15/05

On:  Tuesday, 11/15/05, at 12:30pm ET   ·   Accession #:  829323-5-68   ·   File #:  1-32442

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Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B      Cgi Holding Corp Form 10-12B                           4±    16K 


 U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 NOTIFICATION OF LATE FILING

 FORM 12b-25

SEC File Number  33-19980-D                          Cusip Number   125318105   

 [Check One]
| | Form 10-K  |_|   Form 20-F |_|   Form 11-K  |X|   Form 10-Q  |_| Form N-SAR 

                    For the Period Ended:       September 30, 2005
          [   ] Transition Report on Form 10-K
          [   ] Transition Report on Form 20-F
          [   ] Transition Report on Form 11-K
          [   ] Transition Report on Form 10-Q
           [   ] Transition Report on Form N-SAR

                   For the Transition Period Ended _____________

 Read Instructions [on back page] Before Preparing Form.
Please Print or Type

     Nothing in this form shall be constructed to imply that the
 Commission has verified any information contained
herein

      If the notification relates to a portion of the filing checked
 above, identify the Item[s] to which the notification
relates:

PART I - REGISTRANT INFORMATION                                                 

Full Name of Registrant:  CGI Holding Corporation                               

Former Name if Applicable:                                                      

Address of Principal Executive Office [Street and Number]: 5 Revere Drive       
                                               Suite 510
City, State and Zip Code:  Northbrook, Illinois 60062                           

PART II - RULES 12b-25[b] and [c]                                               

If the subject report could not be filed without unreasonable effort or expense 
and the registrant seeks relief pursuant to Rule 12b-25[b], the following should
be completed.                                                                   

[Check box if appropriate]

[X]     [a] The reasons described in reasonable detail in Part III of           
     this form could not be eliminated without unreasonable effort
or expenses;                                            

[X]     [b] The subject annual report, semi-annual report, transition           
      report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form
N-SCR or portion thereof, will be filed on or before the
    fifteenth calendar day following the prescribed due date; or
 the subject quarterly report or transition report on Form
     10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and     

[c] The accountant's statement or other exhibit required by Rule
12b-25[c] has been attached if applicable.              

PART III - NARRATIVE                                                            

State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q
or N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.                                                     

       As previously announced, on October 27, 2005, CGI Holding Corporation
      d/b/a Think Partnership Inc. (the "Company") concluded that it would
      need to amend and restate its previously issued audited consolidated
       financial statements and other financial information for at least the
        years ended December 31, 2004, and 2003 and the unaudited consolidated
         financial statements for at least the quarters ended September 30, 2004
      and 2003, June 30, 2005, 2004 and 2003, and March 31, 2005, 2004 and
     2003 (collectively the "Relevant Periods"). The restatement results
       from a change to the manner in which the Company now believes it must
    recognize revenue generated by its Search Engine Enhancement (SEE)
 business segment. Due to the fact that the restatements must be
 completed in sequence to derive the correct opening and closing
balances for each period, the Company's unaudited consolidated
        financial statements for the quarterly period ended September 30, 2005
    could not be completed without unreasonable effort or expense. The
        completed filing is expected to be available within the requested five
day extension period.                                         

PART IV - OTHER INFORMATION                                                     

[1]  Name and telephone number of person to contact in regard to this   
notification                                                  

Gerard M. Jacobs        847             562-0177              
[Name]           [Area Code]      [Telephone No.]         

[2]  Have all other periodic reports required under Section 13 or       
15[d] of the Securities and Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12 
months [or for such shorter period that the registrant was    
required to file such reports] been filed? If answer is no,   
identify report[s].  [X] Yes [ ] No                           

[3]  Is it anticipated that any significant change in results of        
operations from the corresponding period for the last fiscal  
year will be reflected by the earnings statements to be       
included in the subject report or portion thereof?            
[X] Yes [ ] No                                                

If so, attach an explanation of the anticipated change, both  
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be    
made.                                                         

      It is anticipated that the following changes in unaudited results of
operations for the three and nine months ended September 30,  
2004 will be reflected in the earnings statements to be       
included in the Registrant's Form 10-Q for the three and nine 
months ended September 30, 2005:                              

    A change to restate the Company's revenues generated
    by its SEE segment resulted in the following changes
 for the three and nine months ended September 30,
 2004, respectively: (1) a decrease in revenues of
       approximately $600,000 and $2,650,000 (2) a decrease in
        bad debt expense of approximately $240,000 and $820,000,
        (3) a decrease in net income of $220,000 and $1,140,000,
         and (4) a decrease in fully diluted earnings per share of
$.01 and $.04.                                  

 The amounts set forth herein are subject to final
          determination by the Company and review by its independent
               registered public accountant, Blackman Kallick Bartelstein LLP.

CGI Holding Corporation has caused this notification to be signed on its behalf 
by the undersigned thereunto duly authorized.                                   

Date:    November 14, 2005    By: /s/Gerard M. Jacobs                           
                          ----------------------------------------------
   Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person   
signing the form shall be typed or printed beneath the signature. If the        
statement is signed on behalf of the registrant by an authorized representative 
[other than an executive officer], evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.                  

 ATTENTION
   Intentional misstatements or omissions of fact constitute
 Federal Criminal Violation [See 18 U.S.C. 1001]

GENERAL INSTRUCTIONS

1.       This form is required by Rule 12b-25 [17 CFR 240.12b-25] of the General
  Rules and Regulations under the Securities Exchange Act of 1934.

2.       One signed original and four conformed copies of this form and         
        amendments thereto must be completed and filed with the Securities and
      Exchange Commission, Washington, D.C. 20549, in accordance with Rule
         0-3 of the General Rules and Regulations under the Act. The information
         contained in or filed with the form will be made a matter of the public
record in the Commission files.                               

3.       A manually signed copy of the form and amendments thereto shall be     
    filed with each national securities exchange on which any class of
securities of the registrant is registered.                   

4.       Amendments to the notifications must also be filed on form 12b-25, but 
     need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-12B’ Filing		Date		Other Filings
Filed on:		11/15/05		NT 10-Q,  NTN 10Q
		11/14/05
		10/27/05		8-K
		9/30/05		10QSB,  NT 10-Q,  NTN 10Q
		6/30/05		10QSB,  10QSB/A
		3/31/05		10KSB,  10QSB,  10QSB/A,  8-K
		12/31/04		10KSB,  10KSB/A
		9/30/04		10QSB,  10QSB/A,  4
		6/30/04		10QSB,  10QSB/A
		3/31/04		10QSB,  10QSB/A
		12/31/03		10KSB,  10KSB/A
		9/30/03		10QSB
		6/30/03		10QSB,  10QSB/A
		3/31/03		10QSB,  8-K
				List all Filings