Think Partnership Inc - Amended Quarterly Report (10-Q/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q/A

(Amendment No. 1)

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

For the quarter ended: June 30, 2008

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

For the transition period from: _____________ to _____________

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THINK PARTNERSHIP INC.

(Exact name of registrant as specified in its charter)

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Nevada	001-32442	87-0450450
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation or Organization)	File Number)	Identification No.)

15550 Lightwave Drive, 3 ^rd Floor, Clearwater, Florida 33760

(Address of Principal Executive Office) (Zip Code)

(727) 324-0046

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Name of each exchange on which registered
Common Stock par value $0.001		American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
	(Title of Class)

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Check whether the registrant (1) filed all reports required to be filed by Section 13 of 15(d) of the Exchange Act during the past 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 o

Check whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:



Large accelerated filer o	Accelerated filer x	Non-accelerated filer o

Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x

As of August 11, 2008, 65,919,244 shares of common stock, $0.001 par value, were outstanding .

EXPLANATORY NOTE

Think Partnership Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (“Form 10-Q”) on August 11, 2008, which included the certifications required pursuant to Rule 13a-14(a) as Exhibits 31.1 and 31.2. The registrant has amended this filing to include the following language in the introductory paragraph to item 4, “and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))” which is required under #4 of Exhibit 31 of Item 601 of Regulation S-K in the attached Exhibits 31.3 and 31.4.

No attempt has been made in this Amendment No. 1 on Form 10-Q/A to modify or update the other disclosures presented in the Form 10-Q. This Amendment No. 1 on Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q (i.e., occurring after August 11, 2008) or modify or update those disclosures that may be affected by subsequent events. Such subsequent matters, including changes in the Company’s management, are addressed in subsequent reports filed with the SEC. Accordingly, this Amendment No. 1 on Form 10-Q/A should be read in conjunction with the Form 10-Q and the registrant’s other filings with the SEC.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Quarterly Report on Form 10-Q/A.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 15th day of September, 2008.


	THINK PARTNERSHIP INC.
	(Registrant)


	By:	/s/ S TAN A NTONUK
		Stan Antonuk, Chief Executive Officer
		Stan Antonuk, Chief Executive Officer



	By:	/s/ J ODY B ROWN
		Jody Brown, Chief Financial Officer Principal Accounting Officer