KowaBunga! Inc fka KOW (KOW)

[Briboy]

I agree sir

Briboy

[mlkrborn]

50 AND 200 DMAs
http://stockcharts.com/h-sc/ui?s=KOW&p=D&yr=0&mn=6&dy=0&id=p10149587476

[mlkrborn]

0.24/ Low volume tho! waz going on? anybody in/?

[pj McMulligan]

KOW powerful chart here...

[StochasticsRule]

KowaBunga! Inc., formerly Think Partnership Inc., provides marketing and technology solutions to businesses and individuals through its wholly owned direct and indirect subsidiaries.

http://investorshub.advfn.com/boards/board.asp?board_id=15255

[MBoomer17]

Looking like the bottom is in on this one...heading back up now. Chart looks good for some more...
Trading under book value and earnings call on March 13th.
They already PRd some numbers back in mid Feb and it looks like they are turning things around...

This is on my watchlist for next week...

[Dave in Indiana]

Ouch

[shmolton]

Nice buyin' Dave.

[Dave in Indiana]

>Okay, just doubled down at these levels. God help me.

Missed the bottom by a penny. Will the rally continue?

[shmolton]

Mitchell resignation? That doesn't sound good.

[Dave in Indiana]

Interesting chatter on the yahoo thk board about buyouts and Mitchell resignation. Probably all bullshit, but interesting all the same.

[shmolton]

Perhaps they're the ones bringing it down in order to buy more?

[Dave in Indiana]

I don't think anything is wrong, but I cant understand why the stock is getting hammered. I find it very hard to believe that the big funds that bought THK didn't know the numbers or what was in THK's future.

[shmolton]

You think there's something wrong?

[Dave in Indiana]

Okay, just doubled down at these levels. God help me.

[Dave in Indiana]

Real ugly. I have lost any money yet, been long for awhile, but geez this is painful.

[shmolton]

I don't know Dave, but it's lookin ugly.

[Dave in Indiana]

What the F is up with this stock?

[shmolton]

Think Partnership 4th Quarter and FY2006 Financial Results
Thursday March 29, 4:05 pm ET
Q4 2006 Revenues up 95% over same year ago period
4th Consecutive Year of Record Revenue of $71.9 million, up 78% over 2005
Record Annual EBITDA of $8.8 million in 2006, up 267% over 2005


CLEARWATER, Fla.--(BUSINESS WIRE)--Think Partnership Inc. (AMEX:THK - News), an international leader in interactive performance-based marketing and related Internet technologies, reported financial results for the fourth quarter and year ended December 31, 2006.
Q4 2006 Financial Results

As compared to the previous quarter and same period a year ago:

Revenues totaled $19.0 million, a decrease of 12% from $21.6 million in the previous quarter and up 96% from $9.7 million a year ago.
Net Income from operations was $0.3 million, a decrease of 68% from $0.9 million in the previous quarter and up from a loss of ($1,743,249) a year ago.
Basic and fully diluted earnings per common share totaled a loss of $(0.14), a decrease from a loss of ($0.01) in the previous quarter, and a decrease from a loss of ($0.03) per share in the same period a year ago. The loss per common share is primarily due to charges relating to the Series A Convertible Preferred Stock of $7.2 million and $10.2 million for the quarter ended and year ended December 31, 2006 respectively.
Earnings before interest, taxes, depreciation and amortization expenses ("EBITDA") was $2.7 million, down 30% from $3.8 million reported in the previous quarter, and up from a loss of ($1.0 million) reported the same period a year ago. A reconciliation of EBITDA to income from operations is included at the end of this release.
Full Year 2006 Financial Results

Revenues totaled a record $71.9 million, an increase of 78% from $40.4 million in 2005.
Income before taxes was $1.4 million, an increase from $33 thousand in 2005.
Basic and fully diluted earnings per common share totaled a loss of $(0.20), compared to $0.00 in 2005. The loss is primarily due to preferred stock charges of $10.2 million.
Earnings before interest, taxes, depreciation and amortization expenses ("EBITDA") was a record $8.8 million, up 272% from $2.4 million reported in 2005.
"While we have enjoyed another year of record revenue and EBITDA, this has also been a period of substantial investment in new technologies and products designed to fuel our growth in the coming year," said Think Partnership's president and CEO, Scott P. Mitchell. "Think Partnership has generated almost $72 million in revenue and $9 million in EBITDA in 2006. Although our fourth and first quarter results were impacted by certain operating challenges, we strongly believe these issues have been permanently resolved and are nonrecurring. As we anticipate healthy industry-wide expansion also contributing to accelerated organic growth, we reiterate our revenue forecast to top $100 million in 2007, with EBITDA margin ranging from 20-22% of revenue."

Other Q4 2006 Highlights

Think Partnership initiated conversion of all outstanding preferred stock to common, which was completed in the first quarter 2007. The conversion eliminated $19.1 million of preferred stock from the balance sheet, as well as eliminated an estimated $5.9 million in annual preferred dividend payments and accretion in 2007. The company expects the conversions to increase net income applicable to common share holders by approximately $0.11 per share.
Intuit Inc. selected Think's KowaBunga!® MyAffiliateProgram(TM) (MYAP(TM)) affiliate tracking and management solution for Intuit's Quicken and QuickBooks affiliate programs.
Introduced Second Bite, an automated solution that offers online merchants the ability to recover lost sales and revenue attributed to online shopping cart abandonment.
Released ValidClick DirectAds(TM), an advanced private-label pay-per-click (PPC) platform featuring Think Partnership's highly accurate, patent-pending click fraud prevention technology.
Financial Details

Beginning in the third quarter of 2006, the company aligned its subsidiaries along four market segments, Think Network, Think Direct, Think Advertising, and Think Consumer, and reports its financial results accordingly:

Think Network

PrimaryAds, Ozline, Litmus Media, and Kowabunga! marketing subsidiaries comprise this segment, which is primarily engaged in performance-based Internet ad distribution using proprietary technology. Network revenues for the quarter totaled $3.9 million, down 26% from $5.3 million in the previous quarter and up 177% from $1.4 million a year ago. This contributed 21% of total revenues, down from 24% in the previous quarter, and up from 15% in the same quarter a year ago. Network EBITDA was $1.5 million, down 31% from $2.1 million reported in the previous quarter and up from a loss reported a year ago.

For the full year 2006, revenue from the Network segment increased 228% to $16.7 million. The acquisitions of Litmus Media, Inc. contributed approximately $7.0 million in revenue during the current year. The remaining growth was due to increased revenue derived from the company's affiliate networks and affiliate software licensing.

Think Direct

iLead Media and Morex comprise this segment, and are primarily engaged in interactive direct marketing of internally generated and 3rd party offers. Direct revenues for the quarter totaled $6.1 million, down 4% from $6.3 million in the previous quarter. This contributed 32% of total revenues, which was up from 29% in the previous quarter. Direct EBITDA was $1.8 million, down 25% from $2.4 million reported in the previous quarter.

For the full year 2006, the Direct segment contributed revenue of $17.7 million. There are no comparable periods because the company entered this segment in January 2006 with the acquisition of Morex Marketing Group, LLC and expanded further in May with the acquisition of iLead Media, Inc.

Think Advertising

MarketSmart Interactive, MarketSmart Advertising, and Web Diversity comprise this segment, and offer traditional advertising agency services (online and offline). Advertising revenues for the quarter totaled $6.3 million, down 10% from $7.0 million in the previous quarter and up 5% from $6.0 million a year ago. This contributed 33% of total revenues, the same as the previous quarter and a decrease from 62% in the same quarter a year ago. Advertising EBITDA was a loss of $0.2 million, down 202% from $0.2 million in the previous quarter, and up 59% from a loss of $0.5 million reported a year ago.

For the full year 2006, revenue from the Advertising segment decreased 7% to $25.3 million. Revenue from the company's MarketSmart Interactive business decreased by approximately $8.8 million during 2006 as compared to 2005. This was offset by increased revenue from the addition of Web Diversity Ltd. in April 2006 of approximately $6.2 million and increased revenue from our advertising agency of approximately $0.8 million in 2006 as compared to 2005.

Think Consumer

Cherish, Inc., Vintacom Media Group, Personals Plus, Inc., and Real Estate School Online, Inc. comprise various online destinations for consumers in this segment. Consumer revenues for the quarter totaled $2.8 million, down 14% from $3.2 million in the previous quarter and up 8% from $2.6 million a year ago. Consumer EBITDA was $0.6 million, no change from $0.6 million reported in the previous quarter, and up 18% from $0.5 million reported a year ago.

The full year 2006 revenue from this segment increased approximately 49% from the previous year to $12.9 million. The increase was primarily due to the addition of three companies in 2005 that contributed approximately $5.6 million of revenue in 2006. This was offset by a decrease in revenue at the company's Cherish division of approximately $1.6 million.

EBITDA, other

There were certain costs that occurred on the corporate level that were factored into the company's total EBITDA. These costs amounted to $1.0 million for the fourth quarter, down from $1.5 million in the previous quarter, and virtually unchanged from the same year-ago quarter. For the full year 2006, this amounted to $5.2 million, up 110% from 2005.

2007 Guidance

Management maintains its currently issued forecasts for revenue in 2007 to exceed $100 million, with EBITDA margin to range between 20%-22%.

Conference Call

The company will hold a conference call later today to discuss its fourth quarter and year-end 2006 financial results. Think Partnership CEO Scott Mitchell and CFO Jody Brown will host the presentation, which will be followed by a question and answer period.

Date: Thursday, March 29, 2007
Time: 4:30 pm Eastern (1:30 pm Pacific)
Toll-Free Dial-In Number: [phone]
Toll/International: [phone]
Conference ID#: 8571307

Internet Simulcast: http://viavid.net/dce.aspx?sid=00003CA0
(Windows Media Player needed for simulcast)

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization and ask you to wait until the call begins. If you have any difficulty connecting with the conference call, please contact the Liolios Group at [phone].

A replay of the conference call will be available starting at 7:30 PM Eastern and until midnight, April 12, 2007:

Toll-free replay number: [phone]
Toll/International replay number: [phone]
Replay PIN Number: 8571307

About Think Partnership

Think Partnership Inc. is an international leader in interactive performance-based marketing and related Internet technologies. Think provides a comprehensive and integrated set of scalable and cost-effective marketing solutions for both advertisers and publishers. These solutions increase customer retention and revenues through a diverse set of related marketing channels, including affiliate marketing, click-fraud-protected pay-per-click advertising, lead generation, interactive direct marketing, integrated offline advertising, campaign management, public relations, and branding. Think also operates several direct-to-consumer services including online dating, online education, and home business opportunities. High-profile brands include ValidClick(TM), PrimaryAds(TM), iLead Media, KowaBunga!®, BabyToBee, Second Bite(TM) and MarketSmart. For more information, visit www.thinkpartnership.com.

Regarding Forward-Looking Statements

Statements made in this press release that express the company's or management's intentions, plans, beliefs, expectations or predictions of future events, are forward-looking statements. Those statements are based on many assumptions and are subject to many known and unknown risks, uncertainties and other factors that could cause the company's actual activities, results or performance to differ materially from those anticipated or projected in such forward-looking statements. For a discussion of these risks, see the company's report, as filed with the Securities and Exchange Commission on Form 10-K, filed March 29, 2007, under the section headed "Risk Factors." The company cannot guarantee future financial results, levels of activity, performance or achievements; and investors should not place undue reliance on the company's forward-looking statements.

Financial Tables

THINK PARTNERSHIP INC.
CONSOLIDATED STATEMENT OF OPERATIONS
Years Ended December 31, 2006, 2005 and 2004

2006 2005 2004
------------ ------------ ------------
Net Revenue $71,882,328 $40,440,729 $17,621,100
Cost of Revenue 27,692,914 13,853,863 4,091,939
------------ ------------ ------------
Gross Profit 44,189,414 26,586,866 13,529,161
Operating Expenses
Selling, General and
Administrative 39,111,579 24,922,388 10,585,315
Amortization of Purchased
Intangibles 3,451,372 1,546,859 108,489
------------ ------------ ------------
Income from Operations 1,626,463 117,619 2,835,357
Other Income(Expense)
Interest Income 15,495 78,140 22,164
Interest Expense (908,439) (172,704) (44,603)
Other Income, Net 671,538 10,299 24,863
------------ ------------ ------------
Income Before Income Taxes 1,405,057 33,354 2,837,781
Income Tax Expense 839,866 36,975 1,063,793
------------ ------------ ------------
Net Income (Loss) 565,191 (3,621) 1,773,988
Other Comprehensive Income
Unrealized Gain on
Securities 78,675 94,004 0
------------ ------------ ------------
Comprehensive Income 643,866 $90,383 $1,773,988
------------ ------------ ------------

Net (Loss) Income Per Common
Share
Basic(see Note 12) ($0.20) $0.00 $0.07
------------ ------------ ------------
Fully Diluted(see Note 12) ($0.20) $0.00 $0.06
------------ ------------ ------------

Weighted Average Shares (Basic) 48,722,284 33,809,371 24,332,967
------------ ------------ ------------
Weighted Average Shares (Fully
Diluted) 48,722,284 39,467,062 30,264,304
------------ ------------ ------------

The accompanying notes to the condensed consolidated financial statements available in the company quarterly statement for the period ended December 31, 2006, as filed with the Securities and Exchange Commission, are an integral part of these statements.

THINK PARTNERSHIP INC.
CONSOLIDATED BALANCE SHEET
December 31, 2006 and 2005

2006 2005
------------- ------------
Assets
Current Assets
Cash and Cash Equivalents $3,031,488 $2,609,114
Restricted Cash 1,164,216 828,804
Accounts Receivable 11,466,681 4,256,879
Allowance for Doubtful Accounts (68,920) (33,280)
Notes Receivable - Related Party 0 280,175
Refundable Corporate Income Taxes 715,814 1,526,968
Deferred Tax Asset 0 205,361
Prepaid Expenses and Other Current Assets 856,726 734,544
------------- ------------
Total Current Assets 17,166,005 10,408,565
Property And Equipment, Net 4,010,647 3,253,078
------------- ------------
Other Assets
Goodwill 79,140,787 32,959,252
Intangible Assets 19,819,652 10,300,248
Other Assets 260,048 573,176
------------- ------------
Total Other Assets 99,220,487 43,832,676
------------- ------------
Total Assets $120,397,139 $57,494,319
------------- ------------

Liabilities And Shareholders' Equity
Current Liabilities
Notes Payable - Current Portion $208,333 $5,262
Notes Payable - Related Party 37,326 429,761
Accounts Payable 6,335,623 3,443,603
Deferred Revenue 2,076,537 2,831,656
Client Prepaid Media Buys 168,002 774,877
Accrued Expenses 1,206,776 1,305,322
Deferred Tax Liabilities 613,965 0
Other Current Liabilities 496,731 3,979
------------- ------------
Total Current Liabilities 11,143,293 8,794,460
Long-Term Liabilities 15,930,020 10,052,329
Series A Redeemable Preferred -- 26,500
shares authorized, 5,000 issued and
outstanding 3,859,785 0
------------- ------------

Shareholders' Equity
Preferred Stock, $.001 Par Value:
Authorized Shares - 5,000,000 - None
Issued Or Outstanding 0 0
Common Stock, $.001 Par Value:
Authorized Shares - 200,000,000
Issued Shares - 66,876,794 in 2006 and
38,222,030 In 2005
Outstanding Shares - 64,228,120 In 2006
and 35,722,030 In 2005 66,877 38,222
Additional Paid In Capital 103,055,090 42,375,320
Accumulated Deficit (12,986,723) (3,320,016)
Accumulated Other Comprehensive Income 172,678 94,004
Treasury Stock (843,881) (540,000)
------------- ------------
Total Shareholders' Equity 89,464,041 38,647,530
------------- ------------
Total Liabilities And Shareholders' Equity $120,397,139 $57,494,319
------------- ------------

The accompanying notes to the condensed consolidated financial statements available in the company quarterly statement for the period ended December 31, 2006, as filed with the Securities and Exchange Commission, are an integral part of these statements.

Revenue and Reconciliation of Pre-Tax Income to Adjusted EBITDA by Segment

In addition to other measures, management evaluates the operating results of each of its segments based upon revenue and "EBITDA," which is defined as net income before depreciation and amortization, interest expense and income taxes, each of which is presented on the company's Consolidated Statements of Operations. The company's presentation of EBITDA may not be comparable to similarly-titled measures used by other companies. It is not practical to provide a reconciliation of forecasted EBITDA margin for the full year 2007 to the most directly comparable GAAP measure, pre-tax income, because certain items cannot be reasonably estimated or predicted at this time. Any of these items could be significant to the company's financial results. The following tables summarize revenues and EBITDA for reportable segments, as well as reconcile EBITDA to pre-tax income, for the last eight quarterly periods:

2006
Quarters Ended
---------------------------------------------------
March 31 June 30 September 30 December 31
---------------------------------------------------
Revenue by Segment
Network $1,762,926 $5,730,807 $5,264,785 $3,898,977
Direct 1,339,689 3,910,549 6,319,560 6,096,065
Advertising 5,318,811 6,666,458 7,023,294 6,300,977
Consumer 3,793,214 3,125,640 3,233,813 2,794,971
Elimination (164,246) (131,818) (280,731) (121,413)
---------------------------------------------------
Total Revenue $12,050,394 $19,301,636 $21,560,721 $18,969,577
---------------------------------------------------

EBITDA
Reconciliation
---------------------------------------------------
Pre tax ($1,155,133) $125,094 $1,483,589 $951,507
Amortization 781,634 1,243,778 1,510,157 1,628,089
Amortization-
Stock Options 162,534 138,506 192,100 (179,027)
Depreciation 278,007 297,272 326,360 362,529
Net Interest
Expense 241,521 190,156 230,717 230,550
Derivative
Adjustment 0 24,940 36,656 (340,966)
---------------------------------------------------
TOTAL EBITDA $308,563 $2,019,746 $3,779,579 $2,652,682
---------------------------------------------------

EBITDA By Segment
Network $341,063 $1,741,963 $2,118,252 $1,458,719
Direct 844,443 1,686,777 2,390,968 1,796,325
Advertising 181,315 27,054 207,080 (211,147)
Consumer 227,840 (17,673) 577,065 603,578
Corporate (1,286,098) (1,418,375) (1,513,786) (994,793)
---------------------------------------------------
Total EBITDA $308,563 $2,019,746 $3,779,579 $2,652,682
---------------------------------------------------

2005
Quarters Ended
--------------------------------------------------
March 31 June 30 September 30 December 31
--------------------------------------------------
Revenue by Segment
Network $193,236 $1,526,928 $1,942,160 $1,409,220
Direct 0 0 0 0
Advertising 7,152,012 6,919,853 7,068,655 5,977,075
Consumer 1,869,944 1,934,949 2,327,007 2,581,640
Elimination (42,713) (66,924) (88,583) (263,729)
--------------------------------------------------
Total Revenue $9,172,479 $10,314,806 $11,249,239 $9,704,206
--------------------------------------------------

EBITDA
Reconciliation
--------------------------------------------------
Pre tax $543,373 $373,098 $941,681 ($1,824,798)
Amortization 178,346 385,204 477,252 506,057
Amortization- Stock
Options 0 0 0 0
Depreciation 114,354 148,801 191,466 224,982
Net Interest
Expense (43,562) 815 55,704 81,607
Derivative
Adjustment 0 0 0 0
--------------------------------------------------
TOTAL EBITDA $792,511 $907,918 $1,666,103 ($1,012,152)
--------------------------------------------------

EBITDA By Segment
Network $23,768 $527,913 $634,737 ($16,315)
Direct 0 0 0 0
Advertising 770,843 224,835 548,177 (512,689)
Consumer 520,251 679,772 924,625 510,610
Corporate (522,351) (524,602) (441,436) (993,758)
--------------------------------------------------
Total EBITDA $792,511 $907,918 $1,666,103 ($1,012,152)
--------------------------------------------------



Contact:
Think Partnership Inc.
Jody Brown, CFO, 727-324-0046, ext. 123
[e-mail]
or
The Liolios Group, Inc.
Eric Souders or Geoffrey Plank, 949-574-3860
[e-mail]

--------------------------------------------------------------------------------
Source: Think Partnership Inc.

[shmolton]

Yep, it looks like it.

[fastlizzy]

This stock is at the bottom Shmo...don't you think? Close, maybe!

[shmolton]

I haven't done anything with the Ibox. I just erased it becasue all the info was outdated.

[fastlizzy]

Nice board Shmo! Go THK!

[shmolton]

THK's list of new clients from today's newsletter-

Meditox of Palm Beach
WineSource
Central Florida Retirement
Netmotion Wireless
Hargrave Military Academy
Artists of the World
Gate 3 Media
Car Lemon
MGM Casinos & Resorts
Leadflash
Harry McGrath, Inc
Sweet Peaches Bedding
The Sunglass Man Online
Spiritual Cinema
Black Bag Advertising
Good Vibrations
Reliable Remodeler
Pinney Insurance Center Inc
Aegis Administrative Svcs
Digital Foto Club
CleverBrand
Lightening White
Seatsmart LLC
Natural Eco Organics LLC
Nannies4Hire
World Vital Records
Captiva Marketing
Quality Smith Inc

[shmolton]

THK News-Nice way for investors to keep up on their new clients...

Think Partnership To Publish Corporate Newsletter For Clients, Affiliates, Partners and Stockholders
Business Wire - December 22, 2006 16:30

CLEARWATER, Fla., Dec 22, 2006 (BUSINESS WIRE) -- Think Partnership Inc. (AMEX: THK), an international leader in interactive performance-based marketing and related Internet technologies, announced today it will begin publishing a bi-weekly corporate newsletter.

The publication, "Think News" will include:

-- Editorials from the company's executives

-- "Ask Scott Mitchell" Q & A with the company's chief executive officer

-- Updates on the company's technology and service offerings

-- Event appearance schedule

-- New client listings

"As we enter 2007, we want to create a stronger connection with our clients, affiliates and stockholders," said Scott P. Mitchell, Think Partnerhip's president and CEO. "This newsletter will provide these important contacts a reliable and easily accessible resource for news and updates, and showcase our latest products and services."

The first issue of the newsletter is scheduled to be published today. It will be sent to contacts via email. Issues will be archived on the company's website.

Rachel Honoway, the company's vice president of marketing, commented, "We're looking forward to hearing from our readers and answering their questions, as well as providing more expansive and in-depth information on the latest and greatest at Think Partnership. 2007 is gearing up to be an exciting year for Think, so we should have much to talk about!"

To sign up for the newsletter, please visit: www.ThinkPartnership.com/think-news.aspx

About Think Partnership Inc.

Think Partnership Inc. is an international leader in interactive performance-based marketing and related Internet technologies. Think provides a comprehensive and integrated set of scalable and cost-effective marketing solutions for both advertisers and publishers. These solutions increase customer retention and revenues through a diverse set of related marketing channels, including affiliate marketing, click-fraud-protected pay-per-click advertising, lead generation, interactive direct marketing, integrated offline advertising, campaign management, public relations, and branding. Think also operates several direct-to-consumer services including online dating, online education, and home business opportunities. High-profile brands include ValidClick (TM), PrimaryAds (TM), iLead Media, KowaBunga!(R), BabyToBee, Second Bite(TM), and MarketSmart. For more information, visit www.thinkpartnership.com.

SOURCE: Think Partnership Inc.

Think Partnership Inc.
Rachel Honoway, 727-688-4175
VP of Marketing
[e-mail]
or
Schwartz Communications
Keith Giannini, 781-684-0770
[e-mail]
or
Investor Relations Contact
Liolios Group, Inc.
Scott Liolios, 949-574-3860
[e-mail]

[jdmlhht21]

Interesting volume has been very light lately. Some PR coming out later this week maybe?

[Golden Cross]

Think Partnership Announces Results for First Quarter 2006
Monday May 15, 6:12 pm ET


NORTHBROOK, Ill.--(BUSINESS WIRE)--May 15, 2006--Think Partnership Inc. ("THK") (AMEX: THK - News; the Company) today announced its financial results for the three months ended March 31, 2006. The Company also announced that in light of the recent changes to its senior management and Board of Directors announced last week, the earnings conference call that would normally follow this release will not be held until Thursday, June 1, 2006 at 11 a.m. EST.
Highlights of the First quarter for 2006 include:

The Company completed a $17.5 million credit facility with Wachovia Bank which was used to finance certain acquisitions and currently has a balance of approximately $2.0 million.
The Company completed its acquisition of Morex Marketing Group LLC; an interactive direct marketing company.
PrimaryAds, the Company's affiliate marketing network subsidiary, settled its lawsuit with its software vendor.
Kowabunga, the Company's affiliate software technology subsidiary launched its successful MyCPANet application which now powers the PrimaryAds affiliate network.
The Company completed its acquisition of Litmus Media, developer of real-time click fraud prevention and order abandonment recovery technology.
The Company raised $26.5 million in placement of convertible preferred stock.
The Company completed its acquisition of Web Diversity, a leading search marketing company based in the United Kingdom.
Revenues were $12,050,393 for the first quarter of 2006, a 31 percent increase compared to $9,172,479 for the same period of 2005 and a 24 percent increase over last quarter's revenue of $9,704,205.
Earnings before interest, taxes, depreciation and amortization expenses ("EBITDA") were $308,563, a decrease compared to $792,511 for the same period of 2005 and an increase compared to the loss of ($1,012,151) for the fourth quarter of 2005. A reconciliation of EBITDA to income from operations is included at the end of this release.
Income from operations was a loss of ($915,554), a decrease compared to a profit of $499,812 for the same period of 2005 and an increase compared to the loss of ($1,743,249) for the fourth quarter of 2005.
Pre-tax income was a loss of ($1,155,133), a decrease compared to a profit of $543,373 for the same period of 2005 and an increase from the loss of ($1,824,798) for the fourth quarter of 2005.
After-tax net income was a loss of ($708,640), a decrease compared to a profit of $338,558 for the same period of 2005 and an increase from the loss of ($1,139,784) for the fourth quarter of 2005.
Fully diluted earnings per share were a loss of ($0.02), a decrease compared to $0.01 for the same period of 2005 and an increase from the loss of ($0.03) per share for the fourth quarter of 2005.
Scott P. Mitchell, president of Think Partnership and the newly-appointed interim CEO of the Company, stated, "Our first quarter of 2006 results showed a large improvement over fourth quarter 2005 despite the fact that we continued to incur professional service fees of approximately $1 million of which a significant amount was related to legal and accounting fees associated with acquisitions and restatement issues. Further, the company also incurred approximately $100,000 of costs directly related to our most recent financing in April and non-cash stock option expenses of approximately $160,000." Mitchell added, "The operating performance of our businesses is generally beginning to trend positively and we believe that the trend will continue throughout 2006. We are confident that integrating our businesses, leveraging operating efficiencies, exploiting synergies, and decreasing overhead will have a significant positive impact on revenue growth and margin expansion. These are the goals on which we are committed to execute on in 2006 as we move more of our focus from acquisition to execution."

Reconciliation of EBITDA to Income from Operations


Three months Three months
Ended Ended
March 31, 2006 March 31, 2005
-------------- --------------

Income from operations ($1,155,133) $543,373
Depreciation 278,007 114,354
Amortization 944,168 178,346
Net Interest 241,521 (43,562)
-------------- --------------
EBITDA $308,563 $792,511


Think Partnership Inc. is based in Northbrook, Ill. and provides online and off-line marketing, advertising, public relations, branding, and shopping evaluation services; search engine optimization and marketing services, opt-in email marketing, and pay-per-click campaign management; online dating; web design, custom web-based applications, database systems, managed and shared hosting solutions, e-commerce and high-speed business Internet access; software for affiliate marketing and affiliate marketing services; online education; and marketing to expectant parents (see www.thinkpartnership.com).

Statements made in this press release that express the Company's or management's intentions, plans, beliefs, expectations or predictions of future events, are forward-looking statements. The words "believe," "expect," "intend," "estimate," "anticipate," "will" and similar expressions are intended to further identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Those statements are based on many assumptions and are subject to many known and unknown risks, uncertainties and other factors that could cause the Company's actual activities, results or performance to differ materially from those anticipated or projected in such forward-looking statements. For a discussion of these risks, see the Company's report on Form 10-KSB for the year ended December 31, 2005, under the section headed "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors." The Company cannot guarantee future financial results, levels of activity, performance or achievements; and investors should not place undue reliance on the Company's forward-looking statements. The forward-looking statements contained herein represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to update or revise such forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.



Contact:
For Think Partnership Inc.:
Xavier Hermosillo, 310-832-2999
Senior Vice President for Corporate
Communications and Investor Relations
[e-mail]

[Golden Cross]

Think Partnership Announces Changes to Board of Directors
Friday May 12, 8:57 am ET


NORTHBROOK, Ill.--(BUSINESS WIRE)--May 12, 2006--Think Partnership Inc. ("THK") (AMEX:THK; the company) today announced that Gerard M. Jacobs and T. Benjamin Jennings have resigned their positions with the Company to pursue other activities, which resignations have been accepted by the Company's directors. Mr. Jacobs served as chief operating officer, secretary, treasurer, and director of the Company. Mr. Jennings served as chairman and director.
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Scott P. Mitchell, president of Think Partnership, who has been named interim chief executive officer by the Company's Board of Directors, stated, "Gerry Jacobs' and Ben Jennings' leadership allowed Think Partnership to grow from a tiny Bulletin Board company trading at pennies per share, into an industry leader in several important Internet verticals whose stock is now trading on the AMEX. It was truly a privilege to work with such effective and smart industry leaders and we wish them the very best in their future business endeavors."

Mitchell added, "This Company is prepared and committed to continue our strategy of becoming the world's most comprehensive interactive advertising company. We have an exceptional team of executives that are excited about what we believe are obvious and substantial opportunities on which this company is poised to capitalize. We feel strongly that integration and cross leveraging between our search marketing, affiliate marketing, direct online marketing, advertising, and consumer services businesses will lead to sustainable growth and margin expansion."

Think Partnership Inc. is based in Northbrook, Ill. and provides online and off-line marketing, advertising, public relations, branding, and shopping evaluation services; search engine optimization and marketing services, opt-in email marketing, and pay-per-click campaign management; online dating; web design, custom web-based applications, database systems, managed and shared hosting solutions, e-commerce and high-speed business Internet access; software for affiliate marketing and affiliate marketing services; online education; and marketing to expectant parents (see www.thinkpartnership.com).

[Golden Cross]

Can't be good IMO

[Golden Cross]

Think Partnership Acquires Litmus Media and Closes Sale of $26.5 Million of Convertible Preferred Stock
Thursday April 6, 9:03 am ET
Litmus Media's unique click fraud prevention and abandoned shopping cart re-marketing technologies promise to maximize value to advertising clients


NORTHBROOK, Ill.--(BUSINESS WIRE)--April 6, 2006--In a move designed to address the pervasive click fraud problem plaguing interactive advertising and to help advertising clients market online more effectively, Think Partnership Inc.("THK") (AMEX:THK - News; the "Company") today announced that it has successfully closed e acquisition of Litmus Media, Inc., a Missouri corporation ("Litmus"). In a related transaction, the Company also announced today that it has closed on its sale of $26.5 million of convertible preferred stock.
ADVERTISEMENT


Based in Kansas City, Missouri, Litmus has built click fraud protected advertising distribution technologies for the performance-based advertising, search marketing, and e-retailing industries. The ValidClick Search Network (http://www.validclick.com) serves pay-per-click search advertising, local search advertising, shopping comparison and coupon content to over 1,000 search engines and web directories processing over 90 million searches per month. The company's real-time click fraud prevention technologies allow Litmus to deliver high quality conversions for pay per click advertisers, and in turn, allow Litmus to provide higher revenues-per-click to search publishers. Litmus has also leveraged its proprietary technologies to develop and operate a profitable portfolio of web properties including online yellow page services, local city directories, a meta-shopping search engine, product/coupon search sites, and an affinity-based web search engine.

In the merchant solutions arena, Litmus provides online merchants with a unique patent-pending order abandonment recovery technology, called Second Bite, helping online retailers increase sales by automatically following up with abandoned shoppers to help them complete their purchases. Litmus generated over $2 million dollars of pre-tax earnings in the twelve-month period ending September 30, 2005 and management expects Litmus to grow to approximately $4 million in pre- tax earnings in the twelve-month period ending December 31, 2006.

In the acquisition, the Company paid $6,500,000 in cash, and issued 3,250,000 shares of THK common stock valued at $2.00 per share. Further, the shareholders of Litmus may receive earnout payments of up to $19,950,000 in the aggregate based on the aggregate pre-tax earnings of Litmus for the first 12 calendar quarters following the closing. To the extent earned, up to $10,500,000 of the earnout payment will be paid in shares of the Company's common stock valued at the average closing price per share of the 30 trading days prior to issuance and up to $9,450,000 will be paid in cash. In addition, in the event the shareholders of Litmus are entitled to any earnout payments, the Company has agreed to capitalize a bonus pool for the pre-acquisition employees of Litmus in an amount not to exceed $1,050,000. Further, the Company has issued to certain shareholders of Litmus warrants to purchase an aggregate of 90,000 shares of the Company's common stock, and has established a pool of warrants to purchase up to 40,000 shares of the Company's common stock to be issued to certain employees of Litmus.

Litmus President and General Counsel Tobias Teeter stated, "After considering term sheets from several top tier venture capital firms, we chose to merge with Think Partnership because of the value the merger will add to our businesses. Combining Litmus and THK core assets and industry expertise will further accelerate the growth of our two operating companies: ValidClick, Inc. and Second Bite, LLC. We look forward to integrating our technology-based advertising platforms and networks as part of Think Partnership's full-service, comprehensive portfolio of interactive advertising solutions."

Litmus Chief Executive Officer John Linden stated, "Now that our merger with Think Partnership is complete, we look forward to integrating our business and technologies into the Think family. Both click fraud and shopping cart abandonment are huge issues facing the online advertising industry and we are excited to be able to offer our technologies through all the Think companies to address these issues for advertisers. There are many ways to integrate our patent-pending click fraud protection and shopping cart abandonment recovery technologies with other Think products increasing the overall services Think Partnership can provide to advertisers."

Both Teeter and Linden will continue to run Litmus Media as General Counsel and CEO, respectively.

Think Partnership Chief Executive Officer Gerard M. Jacobs, stated, "Litmus Media's click fraud technology is growing and highly profitable because it helps restore transparency and integrity to online commerce. John Linden and Toby Teeter will play a big role in the technological integration and growth of Think Partnership and we are very excited to have them join us."

T. Benjamin Jennings, chairman of Think Partnership, stated, "The underlying talent, vision and experience of the Litmus organization, combined with their proprietary technology, makes this opportunity one of the most dynamic business combinations of the interactive advertising space. The quality of our integrated service offerings and the capabilities of our network will set a new standard of relevance, effectiveness and integrity for our industry."

Scott P. Mitchell, president of Think Partnership, added, "As click fraud continues to artificially increase the cost of online advertising, erode the return on investment to advertisers, and continues to reach beyond search marketing into affiliate marketing and display advertising, we feel that Litmus' reliable solution to protect our advertising clients' investment is a key ingredient to being more effective in maximizing the ROI from their online advertising spend and provides us with a competitive, proprietary, competitive advantage in the marketplace. Additionally, the Second Bite abandoned shopping cart re-marketing technology will enable us to enhance the conversion ratio and further improve the effectiveness of our network for our clients. In addition to Litmus Media's impressive technologies, we are also very excited about the distribution of the ValidClick search network and we intend to immediately expand and further monetize the 90 million searches per month by introducing our direct advertiser relationships."

The Company also announced today that it has successfully sold, in a private placement, $26.5 million of Series A Convertible Preferred Shares to institutional investors. As described below, the preferred stock is convertible into shares of the Company's common stock upon the occurrence of certain events. If not converted, the Company will be required to redeem the preferred stock on the second anniversary of its issuance. The holders of the preferred stock will initially be paid dividends on the preferred stock equal to 10% of the face value of the preferred stock. The holders of the preferred stock have the right to convert their holdings into shares of common stock at a price of $2.00 per share subject to possible adjustments from time to time. In connection with the preferred stock offering, the Company also issued warrants to the institutional investors, exercisable for five years, to purchase up to 5,300,000 shares of common stock at an initial exercise price of $2.50 per share, subject to adjustments from time to time if the Company issues common stock, other than in connection with acquisitions or pursuant to a shareholder-approved incentive plan, at a price less than $2.50 per share.

The Company is obligated to file, within 45 business days following the closing, a registration statement covering the shares of common stock issuable upon conversion of the preferred stock, and the shares of common stock issuable upon the exercise of the warrants. If the registration statement does not become effective within 120 days following the closing, then the dividend rate on the preferred stock will increase to 15%. The maximum potential damages payable by the Company in regard to a default, including the increase in the amount of the dividends payable if the registration statement does not become effective within 120 days following the closing, are capped at 10% of the amount of the preferred stock, or $2.65 million. If the registration statement does not become effective within 180 days following the closing, the Company will be deemed to be in default and the preferred stock will be subject to mandatory redemption at the option of the holders. If the registration statement becomes effective within the required timeframe, the dividend rate on the preferred stock will be reduced to 6% per annum. The preferred stock is subject to mandatory conversion at the option of the Company, if among other things, the registration statement is effective, and the closing price of the Company's common stock is $5 or higher for 20 consecutive trading days with an average daily trading volume of at least 100,000 shares traded per day during the twenty day period.

The Company has used $6.5 million of the net proceeds, estimated to be approximately $24.8 million, to complete the previously announced purchase of Litmus Media, Inc. and the remainder for general corporate purposes.

The offering and sale of the securities described herein is being made by the Company pursuant to exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). None of the securities have been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Think Partnership Inc. is based in Northbrook, Ill. and provides online and off-line marketing, advertising, public relations, branding, and shopping evaluation services; search engine optimization and marketing services, opt-in email marketing, and pay-per-click campaign management; online dating; web design, custom web-based applications, database systems, managed and shared hosting solutions, e-commerce and high-speed business Internet access; software for affiliate marketing and affiliate marketing services; online education; and marketing to expectant parents (see www.thinkpartnership.com).

[Golden Cross]

Form 8-K for THINK PARTNERSHIP INC


--------------------------------------------------------------------------------

22-Mar-2006

Entry into a Material Definitive Agreement, Financial Statements and Exhibi



Item 1.01 Entry into a Material Definitive Agreement.
On March 20, 2006, Think Partnership Inc. f/k/a CGI Holding Corporation (the "Company") entered into a definitive Securities Purchase Agreement with institutional investors, to sell in a private placement, $26.5 million of Series A Convertible Preferred Shares. The Securities Purchase Agreement is included with this Current Report on Form 8-K as Exhibit 10.1.

As described below, the preferred stock is convertible into shares of the Company's common stock upon the occurrence of certain events. If not converted, the Company will be required to redeem the preferred stock on the second anniversary of its issuance. The holders of the preferred stock will initially be paid dividends on the preferred stock equal to 10% of the face value of the preferred stock. The holders of the preferred stock will have the right to convert their holdings into shares of common stock at a price of $2.00 per share subject to possible adjustments from time to time. The Company anticipates filing the Certificate of Designations for the preferred stock with the State of Nevada at or immediately prior to the closing of the transactions contemplated by the Securities Purchase Agreement. The Certificate of Designations for the preferred stock is included with this Current Report on Form 8-K as Exhibit 10.2.

In connection with the preferred stock offering, the Company will also issue warrants to the institutional investors, exercisable for five years, to purchase up to 5,300,000 shares of common stock at an initial exercise price of $2.50 per share, subject to adjustments from time to time if the Company issues common stock, other than in connection with acquisitions or pursuant to a shareholder-approved incentive plan, at a price less than $2.50 per share. The form of warrant which will be delivered to each of the institutional investors at the closing of the transactions contemplated by the Securities Purchase Agreement is included with this Current Report on Form 8-K as Exhibit 10.4.

In connection with the Securities Purchase Agreement, the Company also granted to the institutional investors registration rights pursuant to a definitive Registration Rights Agreement. Under the Registration Rights Agreement, the Company will be obligated to file, within 45 business days following the closing of the transactions contemplated by the Securities Purchase Agreement, a registration statement covering the shares of common stock issuable upon conversion of the preferred stock, and the shares of common stock issuable upon the exercise of the warrants. If the registration statement does not become effective within 120 days following the closing, then the dividend rate on the preferred stock will increase to 15%. The maximum potential damages payable by the Company in regard to a default, including the increase in the amount of the dividends payable if the registration statement does not become effective within 120 days following the closing, are capped at 10% of the aggregate purchase price of the preferred stock, or $2.65 million. If the registration statement does not become effective within 180 days following the closing, the Company will be deemed to be in default and the preferred stock will be subject to mandatory redemption at the option of the holders. If the registration statement becomes effective within the required timeframe, the dividend rate on the preferred stock will be reduced to 6% per annum. The Registration Rights Agreement is included with this Current Report on Form 8-K as Exhibit 10.3.



--------------------------------------------------------------------------------

The preferred stock will be subject to mandatory conversion at the option of the Company, if among other things, the registration statement is effective, and the closing price of the Company's common stock is $5 or higher for 20 consecutive trading days with an average daily trading volume of at least 100,000 shares during the twenty day period.

The Company intends to use the net proceeds of the private placement, estimated to be $24.8 million, to complete the previously announced purchase of Litmus Media, Inc. and for general corporate purposes. The closing of the transactions contemplated by the Securities Purchase Agreement is subject to approval of the AMEX to list the common stock issuable upon conversion of the preferred stock and the shares of common stock issuable upon the exercise of the warrants, as well as customary closing conditions. As a result, there can be no assurances that the transactions contemplated by the Securities Purchase Agreement and described herein will close on the terms described herein, if at all.





Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of the Businesses Acquired.

(b) Pro Forma Financial Information

(d) Exhibits

10.1 Securities Purchase Agreement dated as of March 20, 2006 by and among Think Partnership Inc. and the investors listed on the Schedule of Buyers attached thereto

10.2 Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of Think Partnership Inc.

10.3 Registration Rights Agreement dated as of March 20, 2006, by and among Think Partnership Inc. and the schedule of Buyers attached thereto

10.4 Form of Warrant

99.1 Press Release Announcing Think Partnership Inc. Signs $26.5 Million Private Financing of Convertible Preferred

[Golden Cross]

UPDATE 1-Think Partnership to sell $26.5 mln preferred stock
Tue Mar 21, 2006 10:47 AM ET
(Adds details)

March 21 (Reuters) - Think Partnership Inc. (THK.A: Quote, Profile, Research) on Tuesday said it has agreed to sell $26.5 million of series A convertible preferred shares to fund its purchase of Litmus Media Inc.

FACT BOX

THK.A (Think Partnership Inc)
Last: $2.00
Change: -0.04
Up/Down: -1.96%


AprJulOctJan
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Company Profile
Analyst Research
News for THK.A
UPDATE 1-Think Partnership to sell $26.5 mln preferred stock
Think Partnership to sell $26.5 mln preferred stock
The company said in a statement it expects net proceeds of about $24.8 million from a private placement to institutional investors.

Think Partnership, which provides marketing, advertising, and related services, said holders of preferred stock will intially be paid dividends on their holdings equivalent to 10 percent of the face value of the preferred stock.

The holders will also have the right to convert their holdings into shares of common stock at $2 a share.

In addition, Think Partnership will issue warrants to the institutional investors, exercisable for five years, to buy up to 5.3 million common shares at an initial exercise price of $2.50 a share. (Reporting by Nupur Sen in Bangalore)

[Golden Cross]

I will be in by then

[papaocean]

Just around the corner GS---slight pop today...eom

[Golden Cross]

Thanks...march 14th...
GLTY

[papaocean]

Hey GS---Hope this helps!

CGI HOLDING CORP: DEF 14A, Sub-Doc 1, Page 3

CGI Holding Corporation

5 Revere Drive, Suite 510

Northbrook, IL 60062

[phone]

Notice of Annual Meeting of Stockholders
to be Held March 14, 2006

Dear Stockholder:

Our 2005 annual stockholders’ meeting will be held on March 14, 2006, at 10:00 a.m., central time, at 111 East Wacker Drive, Suite 2800, Chicago, Illinois 60601. At our annual meeting, we will ask you to:



• elect seven directors;



• ratify the appointment of Blackman Kallick Bartelstein, LLP as the Company’s independent registered public accountant;



• approve the 2005 Long-Term Incentive Plan;



• approve certain amendments to our Articles of Incorporation; and



• transact any other business that may properly be presented at the annual meeting.



If you were a stockholder of record at the close of business on February 1, 2006, you may vote in person at the annual meeting and any postponements or adjournments of the meeting. A list of these stockholders will be available at our offices before the annual meeting.



Please sign, date and promptly return the enclosed proxy card in the enclosed envelope, so that your shares will be represented whether or not you attend the annual meeting.




By order of the Board of Directors,








/s/ Gerard M. Jacobs



Gerard M. Jacobs


Chief Executive Officer, Secretary and Treasurer







February 8, 2006






--------------------------------------------------------------------------------



Copyright © 2006 QuoteMedia. All rights reserved. Terms of Use.
Market data powered by QuoteMedia, www.quotemedia.com, SEC filings by 10kWizard.

[Golden Cross]

hey, How you going? Still on radar since last time we chatted on the 2nd and still no confirmation of an up trend yet...I hope you are right...chart doesn't look that great right now...do you happen to know real quick when the meeting is? I can get it later if you don't..Huge deals going to be discussed at the meeting sounds good...do you know of anybody going? I might check the boards and see if anybody is talking of going..

This might be a good place to start taking a position if we hold 1.75 support today...Last few days broke key support levels IMO...GLTY and thanks for the heads up...

[papaocean]

GS---when the deal/aquisition of Litmus Media, Inc. is completed, THK should rock and be the talk/buzz at the upcoming sharholder's meeting. Huge dealings going to be discussed at that time and hopefully, more deals...feels good!---investors should have THK on the radar. This is looking very healthy.

[Golden Cross]

Think Partnership Inc. to Complete Merger of Litmus Media, Developer of Real-Time Click Fraud Prevention and Order Abandonment Recovery Technologies
Wednesday February 22, 9:11 am ET


NORTHBROOK, Ill.--(BUSINESS WIRE)--Feb. 22, 2006--CGI Holding Corporation d/b/a Think Partnership Inc. (the "Company")(AMEX:THK - News) today announced that it has entered into an agreement to acquire Litmus Media, Inc., a Missouri corporation ("Litmus"), through a merger, with Litmus becoming a wholly owned subsidiary of the Company following the closing of the merger. Litmus is engaged in the business of offering integrated solutions for performance-based advertising, search marketing and e-retailing industries. The Company had previously announced a Letter of Intent with Litmus Media on Dec. 19, 2005.
ADVERTISEMENT


Litmus Media, Inc. has developed and implemented revolutionary patent-pending real-time "in the clickstream" click fraud detection and protection technology. By protecting advertisers on its ValidClick platform from click fraud, click-to-transaction conversion ratios are higher and therefore advertisers can justify paying a higher price per click, which in turn attracts website publishers to Litmus' profitable and rapidly growing ValidClick Network (www.validclick.com). Litmus has also developed and implemented an effective patent-pending abandoned shopping cart recovery technology called Second Bite, which has been demonstrated to increase sales for online retailers (www.litmusmedia.com).

At the closing of the acquisition, the Company will pay to the shareholders of Litmus an aggregate of $6,500,000 in cash and issue to them an aggregate of 3,170,732 shares of the Company's common stock. Further, the shareholders of Litmus may receive earnout payments of up to $19,950,000 in the aggregate based on the aggregate pre-tax earnings of Litmus for the first 12 calendar quarters following the closing. To the extent earned, up to $10,500,000 of the earnout payment will be paid in shares of the Company's common stock valued at the average closing price per share of the 30 trading days prior to issuance and up to $9,450,000 will be paid in cash. In addition, in the event the shareholders of Litmus are entitled to any earnout payments, the Company has agreed to capitalize a bonus pool for the pre-acquisition employees of Litmus in an amount not to exceed $1,050,000. Further, the Company has agreed that at the closing it will issue to certain shareholders of Litmus warrants to purchase an aggregate of 90,000 shares of the Company's common stock, and will establish a pool of warrants to purchase up to 40,000 shares of the Company's common stock to be issued to certain employees of Litmus.

The closing of the merger is subject to a number of closing conditions, including among other things, the Company raising $6,500,000, which will be used to pay the cash portion of the closing consideration. The agreement will terminate if the closing does not occur by March 20, 2006. As a result, there can be no assurances that the Company will be able to complete the acquisition of Litmus in accordance with the terms described herein, if at all.

Based in North Kansas City, Mo., Litmus has built click fraud protected advertising distribution technologies for the performance-based advertising, search marketing, and e-retailing industries. The ValidClick Network serves pay-per-click search advertising, local search advertising, shopping comparison and coupon content to over 1,000 search engines and web directories processing over 75 million searches per month. The company's real-time click fraud prevention technology and local keyword mapping algorithms allow Litmus to secure partnerships with tier-one search engines and paid-content providers, and in turn, allow Litmus to provide higher revenues-per-click to search publishers.

Litmus has also leveraged its proprietary technologies to develop and operate a profitable portfolio of web properties including online yellow page services, leading local city directories, a meta-shopping search engine, product/coupon search sites, and an affinity-based web search engine. In the merchant solutions arena, Litmus provides merchants with a unique patent-pending order abandonment recovery technology, called Second Bite, and coupon/product feed distribution services, helping online retailers increase ROI with little or no additional investment.

Litmus President and General Counsel Tobias Teeter stated, "This is an exciting time for Think Partnership. The Company will now possess the means for an online advertiser to distribute paid search listings in a click fraud free environment. Meanwhile, our suite of behavioral marketing services leverages and extends the merchant's existing affiliate marketing activities to on-site behavior response. We believe that the cross application of these technologies, along with other recent THK acquisitions, will help redefine Think Partnership."

Litmus Chief Executive Officer John Linden stated, "We are really excited to complete the merger with Think Partnership. We have begun working with some of the other THK companies and we expect that our ValidClick Search Network and click fraud prevention technologies will immediately integrate well, accelerating our business model and strengthening the overall services THK can offer its clients."

Both Teeter and Linden will continue to run Litmus Media after the closing as General Counsel and CEO, respectively.

Think Partnership CEO Gerard M. Jacobs stated, "This transaction is the first of four pending acquisitions which we expect to close soon. Toby Teeter, John Linden and their team at Litmus Media will play a major role in the growth of Think Partnership."

Scott P. Mitchell, president of Think Partnership, stated, "The impact Litmus Media's click-fraud protection will have on Think Partnership cannot be overstated. As performance based online marketing has become a more predicable and reliable way for businesses to advertise, click-fraud has continued to plague legitimate online channels and span far beyond just search and affiliate marketing. One key way for us to continue to maximize the return on investment for our online advertising clients is to minimize or eliminate their exposure to click fraud, thereby further differentiating our services in an otherwise increasingly commoditized marketplace. Further, the ValidClick Search Network provides Think Partnership with a rapidly growing, click-fraud free distribution channel for our clients. Finally, Litmus' local keyword mapping and Second Bite technologies offer new and innovative ways to further maximize the return on investment for our online advertising clients."

CGI Holding Corporation has been doing business under the name "Think Partnership Inc." and will seek formal shareholder approval to change its legal name to Think Partnership Inc. The Company is based in Northbrook, Ill. and currently has 12 operating companies providing online and off-line marketing, advertising, public relations, branding, and shopping evaluation services; search engine optimization and marketing services, opt-in email marketing, and pay-per-click campaign management; online dating; web design, custom web-based applications, database systems, managed and shared hosting solutions, e-commerce and high-speed business Internet access; software for affiliate marketing and affiliate marketing services; online education; and marketing to expectant parents (see www.thinkpartnership.com). The Company has announced signed letters of intent to acquire: Web Diversity Limited, a London-based leader in paid search management and organic search (see www.webdiversity.co.uk); U.K.-based Crystal Reference Systems Limited, whose operating divisions are Crystal Semantics (see www.crystalsemantics.com), and Crystal Reference (see www.crystalreference.com), an Internet content and search technology company and a major educational content publisher in Europe; and iLead Media, Inc., Pleasant Grove, Utah, a recognized leader in online lead generation (see www.ileadmedia.com).

[papaocean]

Nice move UP today on News. Should see more of this trend as shareholders meeting closes in on the targeted date in March...imho.

[papaocean]

Just over 2 weeks untill the shareholders meeting.

Notice of Annual Meeting of Stockholders
to be Held March 14, 2006

[papaocean]

Some news at this point would be a relief!

[papaocean]

THK---UP .16 this morn.---Big seller gone!!!!imo

[papaocean]

This is a very nice place to get in imo!!!

[papaocean]

Gateway---Don't feel like the "lone ranger" on this one....I know that a LOT of people have his Co. on their radar and are just waiting for the right moment, just like you.

My favorite part of the press release:
Dominic L. Rogosta stated, "I have worked closely with and have tremendous respect for Vincent Mesolella, the Chairman of Think Partnership's Audit Committee, for many years. I am eager to get my arms around the company and, as an independent director, to assist in protecting and building shareholder value."----My kind of guy---He also gets a nod for graduating Boston Col.eom

[Golden Cross]

Think Partnership Announces Changes to Board of Directors
Thursday February 2, 4:47 pm ET


NORTHBROOK, Ill.--(BUSINESS WIRE)--Feb. 2, 2006--CGI Holding Corporation, which plans to seek shareholder approval to change its name to Think Partnership Inc. (AMEX:THK - News; the "Company"), today announced that James N. Held has resigned from the Company's Board of Directors, and that Dominic L. Ragosta has joined the Board.
ADVERTISEMENT


Mr. Ragosta has been the president of The DOM Company since 2002, a business advisory firm offering acquisition due diligence, business valuations, strategic planning, project development advice, risk assessment, and life insurance review services. From 2000-2002, Mr. Ragosta was chief executive officer of Mitkem Technologies, an international procurement business providing semi-conductors to a variety of industry OEMs. From 1988-1998 Mr. Ragosta was the founder, president and chief executive officer of Communications International Corp. Mr. Ragosta began his professional career as a certified public accountant for the international accounting and advisory firm of Ernst & Young in its Providence, Rhode Island office and his client audit experiences covered a diverse industry base. Between 1994 and 2003 Mr. Ragosta received a total of five gubernatorial appointments and re-appointments as chairman of the board and chief executive officer for two of Rhode Island's largest state quasi-public agencies overseeing the convention tourism and hotel business of the Rhode Island Convention Center Authority and the state's entire waste management facilities under the auspices of the Rhode Island Resource Recovery Corporation. Mr. Ragosta is a member of the American Institute of Certified Public Accountants, a director to the board of the Rhode Island Special Olympics, and a member of the President's Advisory Council at Roger Williams University in Bristol, RI. Mr. Ragosta is a 1981 honors graduate of Boston College where he earned a Bachelor of Science Degree in Accounting from its School of Management.

Gerard M. Jacobs, CEO of Think Partnership, stated, "I want to publicly thank Jamie Held for his advice, assistance, friendship and support for Think Partnership during the past three years, during which time our company has grown dramatically. We have reluctantly accepted his resignation from our Board of Directors. I greatly appreciate Mr. Dominic Ragosta accepting our invitation to join our Board of Directors to fill the vacancy. Mr. Ragosta's extensive accounting and business experience, both in the private sector and in several prominent public service leadership positions, will be extremely valuable to our Board and especially to our Audit Committee."

James N. Held stated, "I am proud to have been part of the team which has put Think Partnership on the map during the past three years. I remain extremely supportive of Gerry Jacobs and the rest of his management team, and I regret that my other business commitments prevent me from continuing to serve on the THK Board."

Dominic L. Rogosta stated, "I have worked closely with and have tremendous respect for Vincent Mesolella, the Chairman of Think Partnership's Audit Committee, for many years. I am eager to get my arms around the company and, as an independent director, to assist in protecting and building shareholder value."

CGI Holding Corporation has been doing business under the name "Think Partnership Inc." and will seek formal shareholder approval to change its legal name to Think Partnership Inc. The Company is based in Northbrook, Ill. and currently has 12 operating companies providing online and off-line marketing, advertising, public relations, branding, and shopping evaluation services; search engine optimization and marketing services, opt-in email marketing, and pay-per-click campaign management; online dating; web design, custom web-based applications, database systems, managed and shared hosting solutions, e-commerce and high-speed business Internet access; software for affiliate marketing and affiliate marketing services; online education; and marketing to expectant parents (see www.thinkpartnership.com). The Company has announced signed letters of intent to acquire: Web Diversity Limited, a London-based leader in paid search management and organic search (see www.webdiversity.co.uk); U.K.-based Crystal Reference Systems Limited, whose operating divisions are Crystal Semantics (see www.crystalsemantics.com), and Crystal Reference (see www.crystalreference.com), an Internet content and search technology company and a major educational content publisher in Europe; iLead Media, Inc., Pleasant Grove, Utah, a recognized leader in online lead generation (see www.ileadmedia.com); and Litmus Media, Inc., North Kansas City, Missouri, a secure ad feed distribution provider (see www.litmusmedia.com).

[Golden Cross]

I have it on radar and you might just be right...I will probably wait for a conformation and an upward move before getting in...I don't mind getting in while it is going up...jmho and thanks

[papaocean]

Gateway---consider this a pullback and consolidation after a 20% move in the last few weeks. It looks to me to be preparing for another move higher, but of course It's only my opinion.

[papaocean]

GS---I'm not concerned about any one particular day's pps when the future is bright. IMO, THK is getting set up for real progress and I'm in it for just that reason.GLTY...eom

[Golden Cross]

I like it also...but yet we trade down...but the market is down today as a whole...GLTY