þ | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
NEVADA | 86-0879433 | |
(State or other jurisdiction of
incorporation or organization) |
(IRS Employer
Identification No.) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, $.001 par value per share | The NASDAQ Stock Market LLC |
Page | ||||||||
PART I
|
||||||||
|
||||||||
Item 1. | 3 | |||||||
|
||||||||
Item 2. | 10 | |||||||
|
||||||||
Item 3. | 10 | |||||||
|
||||||||
Item 4. | 10 | |||||||
|
||||||||
PART II | ||||||||
|
||||||||
Item 5. | 11 | |||||||
|
||||||||
Item 6. | 11 | |||||||
|
||||||||
Item 7. | 17 | |||||||
|
||||||||
Item 8. | 18 | |||||||
|
||||||||
Item 8A | 18 | |||||||
|
||||||||
Item 8B | 19 | |||||||
|
||||||||
PART III | ||||||||
|
||||||||
Item 9. | 21 | |||||||
|
||||||||
Item 10. | 21 | |||||||
|
||||||||
Item 11. | 21 | |||||||
|
||||||||
Item 12. | 21 | |||||||
|
||||||||
Item 13. | 21 | |||||||
|
||||||||
Item 14. | 21 | |||||||
|
||||||||
Signatures | 21 | |||||||
|
||||||||
Exhibit 10.18 | ||||||||
Exhibit 10.21 | ||||||||
Exhibit 10.34 | ||||||||
Exhibit 10.35 | ||||||||
Exhibit 10.36 | ||||||||
Exhibit 10.37 | ||||||||
Exhibit 10.38 | ||||||||
Exhibit 10.39 | ||||||||
Exhibit 10.40 | ||||||||
Exhibit 21.1 | ||||||||
Exhibit 23.1 | ||||||||
Exhibit 23.2 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
2
3
4
5
6
7
8
9
10
totaled 44.3 million, or 14.8% of the total U.S. population, in 2006, an increase of
approximately 25.9% from 35.2 million or 12.5% of the total U.S. population in 2000;
is expected to grow to 102.6 million, or 24.4% of the total U.S. population, by
2050, an increase of 66.9 million, or 187.4%, between 2000 and 2050;
is the fastest growing minority group at 3.4% in the U.S. by adding one in every two
people to the US population between 2005 and 2006; and
is relatively young according to the 2005 U.S. Census; the number of US Hispanics
age 0-24 will rise 25% between 2000 and 2010 as compared to 5.3% for the general
population of the same age group. As of 2006, it has a median age of 27.4, compared to
36.4 for the rest of the population.
Table of Contents
According to eMarketer, U.S. online spending in 2008 will reach $27.5 billion and by
2011 it will increase by 53% to $42.0 billion. The estimated online share of total
U.S. media ad spending will grow from 9.3% in 2008 to 13.3% in 2011;
eMarketer estimates that by the end of 2007, 38% of all U.S. Internet users or 72
million people, will have used social networking at least once a month. By 2011, half
of all internet users, nearly 105 million people, will use social networking regularly.
In 2008, U.S. Social Network Advertising Spending will continue to grow to an
estimated $1.6 billion and by 2011 is estimated to increase 69% to $2.7 billion;
ZenithOptimedias December 2007 report, predicts internet advertising to overtake
global radio advertising spending in 2008, to attain double digit share of global
advertising in 2009, and to overtake magazine advertising in 2011, with 11.5% of total
advertising spending representing $60.9 billion dollars;
According to PriceWaterhouseCoopers, Internet advertising and access spending in
Latin America will increase from $6.0 billion in 2006 to $12.2 billion in 2011;
GroupM predicts Latin American advertising spending to grow from $14.4 billion in
2006 to $19.3 billion in 2008; and
ComScore reports that there are 53.6 million users in Latin America as of June 2007.
Approximately two-thirds were born outside the U.S.;
Hispanic immigration is continuing;
Hispanics generally seek to preserve their cultural identity; and
Hispanic population concentration encourages communication in Spanish.
Table of Contents
Banner advertising, in which we earn revenue when an advertiser purchases
advertising space within our website and impressions are delivered. An impression
is delivered when an advertisement appears on our website pages viewed by users. We
recognize such revenue ratably over the contract period.
Other types of display advertising earn revenue for Quepasa using various business
models, such as, but not limited to, cost per click, flat fee, and cost per
acquisition.
We partner with offline properties and provide the online media component to their
sponsorship packages. When the online sponsorship package is sold, Quepasa splits the
revenue with the content provider.
We will continue to sell the opportunity for marketers to email our registered user
base with a branded message.
We will also continue to sell the bulletin functionality to advertisers. Bulletins
allow ads to be posted directly to a users profile.
Table of Contents
Table of Contents
Officer or
Name
Age
Position
Director Since
37
Chief Executive Officer
2007
48
Chief Financial Officer
2007
44
Chief Technology Officer
2008
Table of Contents
Table of Contents
Table of Contents
Table of Contents
11
12
13
14
15
16
17
F-1
The Stockholders
We have audited the accompanying
consolidated statements of operations and comprehensive loss, changes in
stockholders’ equity and cash flows of Quepasa Corporation and
Subsidiaries (the “Company”) for the year ended December 31,
2006. These consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.
We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated
financial statements referred to above present fairly, in all material
respects, the consolidated results of operations and cash flows of Quepasa
Corporation and Subsidiaries for the year ended December 31, 2006, (as
restated), in conformity with accounting principles generally accepted in the
United States of America.
As discussed in Note 1, the Company
adopted the provisions of Statement of Financial Accounting Standards
No. 123(R), “Share-Based Payment,” on January 1, 2006.
As discussed in Note 8b to the
consolidated financial statements, certain errors resulting in understatement
of previously recognized stock-based compensation expense during 2006, were
discovered by management of the Company during October 2007. Accordingly,
the 2006 consolidated financial statements have been restated to correct the errors.
As discussed in Note 9b to the
consolidated financial statements, there is substantial doubt about the
Company’s ability to continue as a going concern as of October 29, 2007.
/s/ Perelson Weiner LLP
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
F-13
F-14
F-15
F-16
F-17
F-18
F-19
F-20
F-21
F-22
F-23
F-24
F-25
18
19
20
Item 5.
Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases
of Equity Securities
Stock Price
High
Low
$
9.40
$
5.65
$
6.85
$
3.83
$
6.09
$
3.87
$
6.00
$
1.51
Stock Price
High
Low
$
4.33
$
2.55
$
8.55
$
4.08
$
9.25
$
5.40
$
12.45
$
7.30
Table of Contents
search services expenses;
product and content development expenses;
sales and marketing expenses;
general and administrative expenses; and
depreciation and amortization.
Table of Contents
Table of Contents
An increase of $1,294,210 for outside professional fees, primarily for accounting
and legal services. As a result of the restatements disclosed in 2007, we incurred an
additional $721,027 for accounting services, $108,186 for filing and reporting
requirements, and $386,082 in legal services. Lastly, we spent $78,915 for consulting
services related to due diligence for potential acquisition targets and human
resources.
An increase of $1,264,584 for salaries and employee related overhead expenses. As
a result of the increased number of employees and the website re-design efforts in
2007, we incurred $443,903 in additional costs for travel expenses, $430,576 in
additional outside recruiting fees, $390,105 in additional general and administration
salaries and related payroll expenses.
An increase of $605,104 for Corporate overhead expenses related to an expansion of
the Arizona corporate headquarters in 2007.
2007
2006
$
3,673,281
$
14,093,811
62
%
88
%
Table of Contents
2007
2006
$
(10,153,236
)
$
(3,983,769
)
$
(817,812
)
$
(489,065
)
$
546,150
$
17,117,548
Table of Contents
Table of Contents
Page
F-1
F-2
F-3
F-4
F-5
F-6
F-8
Table of Contents
and Stockholders of Quepasa Corporation
and Subsidiaries
Certified Public Accountants
Fort Lauderdale, Florida
March 31, 2008
Table of Contents
Quepasa Corporation and Subsidiaries
New York, New York
April 17, 2007, except for Notes 8b and 9b to which the date is October 29, 2007
Table of Contents
Consolidated Balance Sheet
Table of Contents
Consolidated Statements of Operations and Comprehensive Loss
For the Years Ended December 31,
2006
2007
As Restated
$
219,466
$
395,432
210,832
1,160,514
561,486
4,773,965
1,246,156
7,829,217
12,049,010
446,635
129,043
14,210,331
14,196,527
(13,990,865
)
(13,801,095
)
430,205
195,125
(741
)
(1,871
)
4,638
(6,926
)
198,264
8,736
632,366
195,064
(13,358,499
)
(13,606,031
)
(13,358,499
)
(13,606,031
)
4,368
7,208
$
(13,354,131
)
$
(13,598,823
)
$
(1.09
)
$
(1.50
)
12,233,573
9,063,947
Table of Contents
Consolidated Statements of Changes in Stockholders Equity (Deficit)
For the Years Ended December 31, 2007 and 2006 as restated
Accumulated
Additional
Other
Total
Preferred Stock
Common Stock
Paid-in
Accumulated
Comprehensive
Stockholders'
Shares
Amount
Shares
Amount
Capital
Deficit
Income (loss)
Equity
$
7,832,021
$
7,832
$
115,773,796
$
(114,488,133
)
$
(5,711
)
$
1,287,784
1,381,625
1,381,625
667,581
667,581
7,387,979
7,387,979
13,402
13,402
908,500
909
1,332,441
1,333,350
1,965,340
1,965
6,142,069
6,144,034
1,000,000
1,000
10,572,216
10,573,216
7,208
7,208
(13,606,031
)
(13,606,031
)
11,705,861
11,706
143,271,109
(128,094,164
)
1,497
15,190,148
2,087,243
2,087,243
41,250
42
227,059
227,101
531,000
531
891,819
892,350
6,400
6
28,794
28,800
(7,625,562
)
(7,625,562
)
4,368
4,368
(13,358,499
)
(13,358,499
)
$
12,284,511
$
12,285
$
138,880,462
$
(141,452,663
)
$
5,865
$
(2,554,051
)
Table of Contents
Consolidated Statements of Cash Flows
For the Years Ended
December 31,
2006
2007
As Restated
$
(13,358,499
)
$
(13,606,031
)
446,635
129,043
7,387,979
2,087,243
2,049,206
227,101
13,402
(4,638
)
6,926
(29,063
)
(8,201
)
15,172
20,877
(22,170
)
51,764
(341,694
)
390,172
615,634
(207,863
)
(10,153,236
)
(3,983,769
)
24,975
32,162
(842,787
)
(521,227
)
(817,812
)
(489,065
)
921,150
7,477,384
9,565,771
103,181
(375,000
)
(28,788
)
546,150
17,117,548
(10,424,898
)
12,644,714
4,368
7,208
(10,420,530
)
12,651,922
14,093,811
1,441,889
$
3,673,281
$
14,093,811
$
741
$
1,871
$
$
Table of Contents
The Company recorded a long-term liability in the amount of $7,195,314 payable to
an Organization, in connection with the financing transaction to raise
capital. See Note 4.
The Company received jet rights with a fair value of $1,007,445 in connection
with a financing transaction. See Common Stock section of Note 6.
Table of Contents
For The Years Ended December 31, 2007 and 2006
2 years
3 to 4 years
4 to 5 years
5 to 10 years
3 to 13 years
Table of Contents
Table of Contents
December 31,
2007
2006
4,520,825
2,358,075
4,432,500
4,438,900
8,953,325
6,796,975
Table of Contents
Table of Contents
$
489,449
1,390,059
20,697
214,526
10,821
2,125,552
(1,102,511
)
$
1,023,041
$
1,007,445
(121,733
)
$
885,712
Table of Contents
Present Value of
Year Ending December 31:
Expected Payments
$
520,225
1,148,583
1,020,502
906,702
805,593
715,759
635,943
565,027
502,019
374,961
7,195,314
(1,668,808
)
$
5,526,506
$
382,214
132,498
$
514,712
Table of Contents
Table of Contents
For the years ended December 31,
2007
2006
Weighted
Weighted
Avg.
Remaining
Avg.
Remaining
1998 Plan - Employee
Exercise
Life
Exercise
Life
Stock Options:
Shares
Price
(years)
Shares
Price
(years)
2,248,075
$
2.42
2,211,375
$
1.65
820,200
3.59
(531,000
)
1.68
(758,500
)
1.48
(902,569
)
2.55
(25,000
)
1.50
814,506
$
2.76
0.8
2,248,075
$
2.42
6.2
809,506
$
2.73
0.7
1,822,078
$
2.04
5.4
For the year ended
December 31, 2006
(As Restated)
4.6
%
5 years
0
%
170
%
4.5
%
7 years
0.00
%
123
%
4.99
%
6 years
0.00
%
167
%
Table of Contents
For the year ended December 31, 2007
Weighted
Avg.
Remaining
Exercise
Life
2006 Plan Employee Stock Options:
Shares
Price
(years)
$
3,815,319
3.91
(215,000
)
9.59
3,600,319
$
3.57
9.4
152,000
$
10.00
1.0
Table of Contents
For the year ended
December 31, 2007
5.0
%
5.5 years
0
%
157
%
For the year ended
December 31, 2007
4.0
%
5.8 years
0
%
153
%
For the year ended
December 31, 2007
5.0
%
5.5 years
0
%
156
%
Table of Contents
4.68
%
5 years
0.00
%
163.73
%
Warrant #1
Warrants #2 and #3
4.69
%
4.68
%
0.25 years
5 years
0.00
%
0.00
%
53.98
%
163.73
%
Table of Contents
2007
2006
$
(4,542,000
)
$
(4,626,000
)
45,000
2,530,000
(1,059,000
)
(1,624,000
)
6,304,000
4,562,000
(753,000
)
(502,000
)
5,000
(340,000
)
$
$
December 31,
2007
$
36,193,000
5,000
1,690,000
196,000
20,000
38,104,000
(38,104,000
)
$
Table of Contents
Originally
April07
October07
Reported
Restatement
Restatement
Restated
(Unaudited)
$
(2,172,554
)
$
(4,668,568
)
$
(1,969,821
)
$
(8,810,943
)
(2,164,774
)
(4,668,568
)
(1,969,821
)
(8,803,163
)
(0.27
)
(0.60
)
(0.25
)
(1.12
)
Originally
April07
October07
Reported
Restatement
Restatement
Restated
(Unaudited)
$
(890,891
)
$
(174,899
)
$
(118,754
)
$
(1,184,544
)
(883,226
)
(174,899
)
(118,754
)
$
(1,176,879
)
(0.11
)
(0.02
)
(0.01
)
(0.14
)
Table of Contents
Originally
April'07
October'07
Reported
Restatement
Restatement
Restated
(Unaudited)
$
(3,063,445
)
$
(4,843,467
)
$
(2,088,575
)
$
(9,995,487
)
(3,048,000
)
(4,843,467
)
(2,088,575
)
$
(9,980,042
)
(0.38
)
(0.60
)
(0.26
)
(1.24
)
Originally
April'07
October'07
Reported
Restatement
Restatement
Restated
(Unaudited)
$
(1,324,134
)
$
(28,175
)
$
(57,046
)
$
(1,409,355
)
(1,297,301
)
(28,175
)
(57,046
)
(1,382,522
)
(0.14
)
(0.01
)
(0.15
)
$
(4,387,579
)
$
(4,871,642
)
$
(2,145,621
)
$
(11,404,842
)
(4,345,301
)
(4,871,642
)
(2,145,621
)
$
(11,362,564
)
(0.51
)
(0.58
)
(0.25
)
(1.34
)
Originally
April'07
October'07
Reported
Restatement
Restatement
Restated
(Audited)
$
(11,644,548
)
$
$
(2,156,547
)
$
(13,801,095
)
(11,449,484
)
(2,156,547
)
$
(13,606,031
)
(1.26
)
(0.24
)
(1.50
)
Originally
April'07
October'07
Reported
Restatement
Restatement
Restated
(Unaudited)
$
(3,332,838
)
$
$
(49,267
)
$
(3,382,105
)
(3,155,744
)
(49,267
)
$
(3,205,011
)
(0.26
)
(0.00
)
(0.26
)
Table of Contents
Originally
April'07
October'07
Reported
Restatement
Restatement
Restated
(Unaudited)
$
(3,775,573
)
$
$
(28,173
)
$
(3,803,746
)
(3,643,157
)
(28,173
)
$
(3,671,330
)
(0.30
)
(0.00
)
(0.30
)
$
(7,108,411
)
$
$
(77,440
)
$
(7,185,851
)
(6,798,901
)
(77,440
)
$
(6,876,341
)
(0.56
)
(0.00
)
(0.56
)
Product and
Depreciation
Search
Sales and
Content
General and
and
Services
Marketing
Development
Administrative
Amortization
Total
(Unaudited)
$
118,152
$
24,232
$
41,809
$
2,131,377
$
21,549
$
2,337,119
34,407
4,634,161
4,668,568
26,438
105,761
(132,199
)
8,888
1,960,933
1,969,821
$
118,152
$
50,670
$
190,865
$
8,594,272
$
21,549
$
8,975,508
$
47,178
$
33,686
$
76,562
$
797,152
$
20,220
$
974,798
38,036
136,863
174,899
55,308
116,433
(171,741
)
9,578
109,176
118,754
$
47,178
$
88,994
$
240,609
$
871,450
$
20,220
$
1,268,451
$
165,330
$
57,918
$
118,371
$
2,928,529
$
41,769
$
3,311,917
72,443
4,771,024
4,843,467
81,746
222,194
(303,940
)
18,466
2,070,109
2,088,575
$
165,330
$
139,664
$
431,474
$
9,465,722
$
41,769
$
10,243,959
$
34,812
$
46,252
$
101,474
$
1,171,395
$
23,914
$
1,377,847
15,743
13,946
(1,514
)
28,175
103,312
174,661
(277,973
)
2,500
2,478
52,068
57,046
$
34,812
$
167,807
$
292,559
$
943,976
$
23,914
$
1,463,068
Table of Contents
Product and
Depreciation
Search
Sales and
Content
General and
and
Services
Marketing
Development
Administrative
Amortization
Total
(Unaudited)
$
200,142
$
104,170
$
219,845
$
4,099,924
$
65,683
$
4,689,764
15,743
86,389
4,769,510
4,871,642
185,058
396,855
(581,913
)
2,500
20,944
2,122,177
2,145,621
$
200,142
$
307,471
$
724,033
$
10,409,698
$
65,683
$
11,707,027
(Audited)
$
210,832
$
555,073
$
1,221,505
$
9,923,527
$
129,043
$
12,039,980
6,413
24,651
2,125,483
2,156,547
$
210,832
$
561,486
$
1,246,156
$
12,049,010
$
129,043
$
14,196,527
$
$
490,781
$
993,637
$
1,808,299
$
92,603
$
3,385,320
3,361
3,173
42,733
49,267
$
$
494,142
$
996,810
$
1,851,032
$
92,603
$
3,434,587
$
$
314,772
$
1,339,238
$
2,091,165
$
103,658
$
3,848,833
3,761
3,900
20,512
28,173
32,599
(130,500
)
97,901
$
$
351,132
$
1,212,638
$
2,209,578
$
103,658
$
3,877,006
$
$
805,553
$
2,332,875
$
3,899,464
$
196,261
$
7,234,153
7,122
7,073
63,245
77,440
32,599
(130,500
)
97,901
$
$
845,274
$
2,209,448
$
4,060,610
$
196,261
$
7,311,593
Table of Contents
Accumulated
Other
Total
Preferred
Common
Additional
Accumulated
Comprehensive
Stockholders'
Stock
Stock
Paid-in Capital
Deficit
Income (Loss)
Equity
(Unaudited)
$
$
8,082
$
117,899,635
$
(116,652,907
)
$
(11,413
)
$
1,243,397
4,668,568
(4,668,568
)
1,969,821
(1,969,821
)
$
$
8,082
$
124,538,024
$
(123,291,296
)
$
(11,413
)
$
1,243,397
$
$
8,520
$
118,683,701
$
(117,536,133
)
$
(23,972
)
$
1,132,116
4,843,467
(4,843,467
)
2,088,575
(2,088,575
)
$
$
8,520
$
125,615,743
$
(124,468,175
)
$
(23,972
)
$
1,132,116
$
$
9,754
$
122,626,287
$
(118,833,434
)
$
(13,544
)
$
3,789,063
(10
)
4,871,652
(4,871,642
)
2,145,621
(2,145,621
)
$
$
9,744
$
129,643,560
$
(125,850,697
)
$
(13,544
)
$
3,789,063
(Audited)
$
$
11,706
$
141,114,562
$
(125,937,617
)
$
1,497
$
15,190,148
2,156,547
(2,156,547
)
$
$
11,706
$
143,271,109
$
(128,094,164
)
$
1,497
$
15,190,148
(Unaudited)
$
$
12,231
$
142,270,210
$
(129,093,361
)
$
10,060
$
13,199,140
2,156,547
(2,156,547
)
49,267
(49,267
)
$
$
12,231
$
144,476,024
$
(131,299,175
)
$
10,060
$
13,199,140
$
$
12,271
$
143,053,292
$
(132,736,518
)
$
1,533
$
10,330,578
2,156,547
(2,156,547
)
77,440
(77,540
)
$
$
12,271
$
145,287,279
$
(134,970,505
)
$
1,533
$
10,330,578
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Item 9. | Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act. |
Number of securities remaining | ||||||||||||
Number of securities to | Weighted-average | available for future issuance | ||||||||||
be issued upon exercise | exercise price of | under equity compensation | ||||||||||
of outstanding options, | outstanding options, | plans (excluding securities | ||||||||||
warrants and rights | warrants and rights | reflected in column (a)) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation
plans approved by
security holders
(1)
|
4,520,825 | $ | 3.38 | 855,000 | ||||||||
|
(1) | 2006 Stock Incentive Plan |
Quepasa Corporation
|
||||
/s/ John C. Abbott | ||||
John C. Abbott | ||||
Chief Executive Officer | ||||
21
Signature | Title | Date | ||
|
||||
/s/ John C. Abbott
|
Chief Executive Officer and Director | March 31, 2008 | ||
|
||||
/s/ Michael D. Matte
|
Chief Financial Officer (Principal Accounting Officer)
and Executive Vice President |
March 31, 2008 | ||
|
||||
/s/ Jeffrey Valdez
|
Chairman of the Board of Directors | March 31, 2008 | ||
|
||||
/s/ Alonso Ancira
|
Director | March 31, 2008 | ||
|
||||
/s/ Ernesto Cruz
|
Director | March 31, 2008 | ||
|
||||
/s/ Malcolm Jozoff
|
Director | March 31, 2008 | ||
|
||||
/s/ Lionel Sosa
|
Director | March 31, 2008 | ||
|
||||
Director | March 31, 2008 |
22
Exhibit No. | Description of Exhibit | |
3.1
|
Certificates of Restated Articles of Incorporation (1) | |
3.2
|
Amended and Restated Bylaws (2) | |
4.1
|
Specimen Common Stock Certificate (3) | |
10.1
|
Securities Purchase Agreement dated October 17, 2006 by and between Quepasa Corporation and Mexicans and Americans Trading Together, Inc. (4) | |
10.2
|
Series 1 Common Stock Purchase Warrant dated October 17, 2006 by and between Quepasa Corporation and Mexicans and Americans Trading Together, Inc. (4) | |
10.3
|
Series 2 Common Stock Purchase Warrant dated October 17, 2006 by and between Quepasa Corporation and Mexicans and Americans Trading Together, Inc. (4) | |
10.4
|
Registration Rights Agreement dated October 17, 2006 by and between Quepasa Corporation and Mexicans and Americans Trading Together, Inc. (4) | |
10.5
|
Amended and Restated Support Agreement dated November 20, 2006 and effective October 17, 2006 by and between Quepasa Corporation and Mexicans and Americans Trading Together, Inc. (5) | |
10.6
|
Corporate Sponsorship and Management Services Agreement dated November 20, 2006 and effective October 17, 2006 by and between Quepasa Corporation and Mexicans and Americans Trading Together, Inc. (5) | |
10.8
|
Warrant Purchase Agreement dated March 21, 2006 by and between Quepasa Corporation, Richard L. Scott Investments, LLC and F. Stephen Allen (6) | |
10.9
|
Series 1 Common Stock Purchase Warrant dated March 21, 2006 by and between Quepasa Corporation and Richard L. Scott Investments, LLC. (7) | |
10.10
|
Series 1 Common Stock Purchase Warrant dated March 21, 2006 by and between Quepasa Corporation and F. Stephen Allen (7) | |
10.11
|
Series 2 Common Stock Purchase Warrant dated March 21, 2006 by and between Quepasa Corporation and Richard L. Scott Investments, LLC (7) | |
10.12
|
Series 2 Common Stock Purchase Warrant dated March 21, 2006 by and between Quepasa Corporation and F. Stephen Allen (7) | |
10.13
|
Series 3 Common Stock Purchase Warrant dated March 21, 2006 by and between Quepasa Corporation and Richard L. Scott Investments, LLC (7) | |
10.14
|
Series 3 Common Stock Purchase Warrant dated March 21, 2006 by and between Quepasa Corporation and F. Stephen Allen (7) | |
10.15
|
Registration Rights Agreement dated March 21, 2006 by and between Quepasa Corporation, Richard L. Scott Investments, LLC, and F. Stephen Allen (7) | |
***10.16
|
Amended and Restated 1998 Stock Option Plan (8) | |
***10.17
|
Employment Agreement with John C. Abbott dated October 25, 2007 (9) | |
*10.18
|
Amendment to the Employment Agreement with John C. Abbott dated March 27, 2008 | |
10.19
|
Separation Agreement and General Release with Robert B. Stearns dated October 25, 2007 (9) | |
***10.20
|
Employment Agreement with Michael D. Matte dated October 25, 2007 (9) | |
*10.21
|
Amendment to the Employment Agreement with Michael D. Matte dated March 27, 2008 | |
***10.22
|
Quepasa Corporation 2006 Stock Incentive Plan (2) | |
***10.23
|
Quepasa Corporation Form of 2006 Stock Incentive Plan Non-Qualified Stock Option Agreement (2) | |
***10.24
|
Quepasa Corporation Form of 2006 Stock Incentive Plan Incentive Stock Option Agreement (2) | |
***10.25
|
Quepasa Corporation Executive Incentive Plan (10) | |
10.26
|
Note Purchase Agreement dated January 25, 2008 by and between Quepasa Corporation and Mexicans & Americans Trading Together, Inc. (11) | |
10.27
|
Note Purchase Agreement dated January 25, 2008 by and between Quepasa Corporation and Richard L. Scott Investments, LLC (11) | |
10.28
|
Amendment No. 1 to Series 1 Common Stock Purchase Warrant dated January 25, 2008 by and between Quepasa Corporation and Mexicans & Americans Trading Together, Inc. (11) |
23
Exhibit No. | Description of Exhibit | |
10.29
|
Amendment No. 1 to Series 2 Common Stock Purchase Warrant dated January 25, 2008 by and between Quepasa Corporation and Mexicans & Americans Trading Together, Inc. (11) | |
10.30
|
Amendment No. 1 to Series 2 Common Stock Purchase Warrant dated January 25, 2008 by and between Quepasa Corporation and Richard L. Scott Investments, LLC (11) | |
10.31
|
Amendment No. 1 to Series 3 Common Stock Purchase Warrant dated January 25, 2008 by and between Quepasa Corporation and Richard L. Scott Investments, LLC (11) | |
10.32
|
Subordinated Promissory Note dated January 25, 2008 by and between Quepasa Corporation and Mexicans & Americans Trading Together, Inc. (11) | |
10.33
|
Subordinated Promissory Note dated January 25, 2008 by and between Quepasa Corporation and Richard L. Scott Investments, LLC (11) | |
*10.34
|
Consulting Agreement with Jeffrey Valdez dated March 27, 2008 | |
*10.35
|
Loan Agreement dated March 27, 2008 by and between Quepasa Corporation and BRC Group, LLC. | |
*10.36
|
Right of First Refusal dated March 27, 2008 by and between Quepasa Corporation and BRC Group, LLC. | |
*10.37
|
Webpage Development and Hosting Agreement dated March 27, 2008 by and between Quepasa Corporation and BRC Group, LLC. | |
*10.38
|
Promissory Note dated March 27, 2008 by BRC Group, LLC. | |
*10.39
|
Equity Interests Purchase Warrant dated March 27, 2008 by and between Quepasa Corporation and BRC Group, LLC. | |
*10.40
|
Lease termination Agreement dated March 10, 2008 by and between Quepasa Corporation and Airpark Billorado, LLC | |
*21.1
|
Subsidiaries of the small business issuer | |
*23.1
|
Consent of Berenfeld, Spritzer, Shechter & Sheer, LLP | |
*23.2
|
Consent of Perelson Weiner LLP | |
*24.1
|
Power of Attorney (See Signatures page) | |
*31.1
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |
*31.2
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |
**32.1
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
**32.2
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
* | Filed herewith | |
** | Furnished herewith | |
*** | Indicates management compensatory contract, plan or arrangement | |
(1) | Incorporated by reference to the Registrants Quarterly Report on Form 10-QSB as filed with the Commission on August 15, 2007. | |
(2) | Incorporated by reference to the Registrants Current Report on Form 8-K as filed with the Commission on July 3, 2007. | |
(3) | Incorporated by reference to the Registrants Registration Statement on Form 8-A12G as filed with the Commission on March 16, 1999. | |
(4) | Incorporated by reference to the Registrants Current Report on Form 8-K as filed with the Commission on October 19, 2006. | |
(5) | Incorporated by reference to the Registrants Current Report on Form 8-K as filed with the Commission on November 27, 2006. | |
(6) | Incorporated by reference to the Registrants Current Report on Form 8-K as filed with the Commission on March 22, 2006. | |
(7) | Incorporated by reference to the Registrants Registration Statement on Form SB-2 as filed with the Commission on January 30, 2007. | |
(8) | Incorporated by reference to the Registrants Registration Statement on Form S-1 as filed with the Commission on April 29, 1999. | |
(9) | Incorporated by reference to the Registrants Current Report on Form 8-K as filed with the Commission on October 30, 2007. | |
(10) | Incorporated by reference to the Registrants Registrants Current Report on Form 8-K as filed with the Commission on January 25, 2008. | |
(11) | Incorporated by reference to the Registrants Registrants Current Report on Form 8-K as filed with the Commission on January 30, 2008. |
24
|
QUEPASA CORPORATION | |
|
||
|
/s/ Michael D. Matte | |
|
||
|
By: Michael D. Matte | |
|
Its: Chief Financial Officer | |
|
||
|
EMPLOYEE | |
|
||
|
/s/ John C. Abbott | |
|
||
|
By: John C. Abbott |
|
QUEPASA CORPORATION | |
|
||
|
/s/ John C. Abbott | |
|
||
|
By: John C. Abbott | |
|
Its: Chief Executive Officer | |
|
||
|
EMPLOYEE | |
|
||
|
/s/ Michael D. Matte | |
|
||
|
By: Michael D. Matte |
1
2
3
4
5
|
For the Company: | John C. Abbott | ||
|
Chief Executive Officer | |||
|
Quepasa Corporation | |||
|
7550 E. Redfield Road | |||
|
Scottsdale, AZ 85260 | |||
|
Fax: (___) _________ | |||
|
||||
|
With a copy to: | |||
|
Travis J. Leach, Esq. | |||
|
Snell & Wilmer, L.L.P. | |||
|
One Arizona Center | |||
|
Phoenix, Arizona 85004 | |||
|
Fax: (602) 382-6070 | |||
|
||||
|
For Mr. Valdez and | |||
|
Valdez Productions: | Channing D. Johnson, Esq. | ||
|
Akin Gump Strauss Hauer & Feld LLP | |||
|
2029 Century Park East, Suite 2400 | |||
|
Los Angeles, CA 90067 | |||
|
Facsimile: (310) 229-1001 |
6
THE COMPANY: | THE CONSULTANT: | |||||||||
|
||||||||||
QUEPASA CORPORATION | JEFF VALDEZ | |||||||||
|
||||||||||
|
By: | /s/ John C. Abbott | /s/ Jeff Valdez | |||||||
Name: John C. Abbott | ||||||||||
Title: Chief Executive Officer | Date: | March 27, 2008 | ||||||||
|
||||||||||
|
||||||||||
Date: | March 27, 2008 | |||||||||
VALDEZ PRODUCTIONS, INC. | ||||||||||
|
||||||||||
|
By: | |||||||||
|
||||||||||
|
Name: | |||||||||
|
||||||||||
|
Title: | |||||||||
|
||||||||||
|
Date: | |||||||||
|
2
3
4
5
6
7
8
9
10
11
|
If to Borrower: |
BRC Group, LLC
Attention: Richard Copeland 425 2 nd Street Suite 505 San Francisco, California 94107 Phone: Fax: |
||
|
||||
|
If to Lender: |
Quepasa Corporation
Attention: 7550 East Redfield Road Suite A Scottsdale, Arizona 85260 Phone: Fax: |
||
|
||||
|
With copies to: |
Ryley, Carlock & Applewhite
One North Central Avenue, Suite 1200 Phoenix, Arizona 85004-4417 Attention: Tara M.A. Pauls Phone: 602/440-4839 Fax: 602/257-6939 |
12
Quepasa Corporation, a Nevada corporation | ||||
|
||||
|
By: | /s/ Michael D. Matte | ||
|
Its: | Chief Financial Officer | ||
|
||||
LENDER
|
||||
|
||||
BRC Group LLC, a California limited liability company | ||||
|
||||
|
By: | /s/ Richard Copeland | ||
|
Richard Copeland, its Manager | |||
|
||||
|
By: | /s/ Brad Rothenberg | ||
|
Brad Rothenberg, its Manager | |||
|
||||
BORROWER
|
13
-2-
-3-
-4-
|
If to the Majority Members: | Richard Copeland | ||
|
425 2 nd Street | |||
|
Suite 505 | |||
|
San Francisco, California 94107 | |||
|
||||
|
and | |||
|
||||
|
Brad Rothenberg | |||
|
1968 Pennsylvania | |||
|
San Francisco, California 94107 |
QPSA | ||||
|
||||
Quepasa Corporation, a Nevada corporation | ||||
|
||||
|
By: | /s/ Michael D. Matte | ||
|
||||
|
Its: | Chief Financial Officer | ||
|
-5-
BRC | ||||
|
||||
BRC Group LLC, a California limited liability company | ||||
|
||||
|
By: | /s/ Richard Copeland | ||
|
||||
|
Richard Copeland, Manager | |||
|
||||
|
By: | /s/ Brad Rothenberg | ||
|
||||
|
Brad Rothenberg, Manager | |||
|
||||
Majority Members | ||||
|
||||
|
/s/ Richard Copeland | |||
Richard Copeland | ||||
|
||||
|
/s/ Brad Rothenberg | |||
Brad Rothenberg |
-6-
2
3
4
5
6
7
8
9
10
11
12
|
If to Developer: |
7550 E. Redfield Road, Suite A
Scottsdale, Arizona 85260 Attn: Facsimile: |
||
|
||||
|
If to BRC: |
425 2nd Street, Suite 505
San Francisco, California 94107 Attn: Facsimile: |
||
|
||||
|
If to ALIANZA: |
2001 Bryan Street, Suite 3050
Dallas, Texas 75201 Attn: Facsimile: |
13
14
DEVELOPER | BRC/ALIANZA | |||||||||
Quepasa Corporation, a Nevada corporation | BRC Group, LLC, a California limited liability company | |||||||||
|
||||||||||
By: | /s/ Michael D. Matte | By: | /s/ Richard Copeland | |||||||
Printed Name: | Michael D. Matte | Printed Name: | Richard Copeland | |||||||
Its: | Chief Financial Officer | Its: | Manager | |||||||
|
||||||||||
Alianza De Futbol, L.L.C., a Texas limited liability company | ||||||||||
|
||||||||||
By: | /s/ Richard Copeland | |||||||||
|
Printed Name: | Richard Copeland | ||||||||
Its: | Manager | |||||||||
15
A. |
Deliverables.
|
SERVICES TO BE COMPLETED: | DUE DATE: | |
1. Developer to commence work on Design
Document
|
1. February 1, 2008 | |
2. BRC/ALIANZA to redirect the Domain
Names to Developers website at
www.quepasa.com
|
2. June 1, 2008 | |
3. Design Document completed and delivered
by Developer to BRC/ALIANZA
|
3. Feb 22 nd , 2008 | |
4. BRC/ALIANZA written approval or rejection
of Design Document
|
4. Feb 27, 2008 | |
5. Delivery of Modified Design Document to
BRC/ALIANZA for approval
|
5. Feb 28, 2008 | |
6. BRC/ALIANZA written approval of final
Design Document
|
6. March 5, 2008 | |
7. Webpage delivery date
|
7. May 14, 2008 | |
8. BRC/ALIANZA written approval or request
for modification of Webpage
|
8. May 19, 2008 | |
9. Delivery of final version of Webpage
|
9. May 26, 2008 | |
10. Webpage Launch Date
|
10. May 28, 2008 |
B. |
The designated environment for the Webpage shall consist of the following:
|
(a) |
Platform: LAMP
|
||
(b) |
Operating System: Linux
|
||
(c) |
Browser Brand and Version: Microsoft Internet Explorer version 6.0 and later.
|
||
(d) |
Screen Resolution: 1024 X 768
|
||
(e) |
Frames: N/A
|
||
(f) |
Java Script/Applets: N/A
|
||
(g) |
Plug-ins: N/A
|
||
(h) |
Internet Service Provider: N/A
|
1
C. |
The designated Webpage project representative for each Party is as follows:
|
Developer: | BRC/ALIANZA: | |||||||||
|
||||||||||
|
Name: | Name: | ||||||||
Contact Information: | Contact Information: | |||||||||
|
Initials: | Initials: | ||||
|
Developer | BRC/ALIANZA | ||||
|
||||||
2
I. |
Title: $150,000
|
|
Logo above the fold on every page in the Alianza Community
|
||
|
Customized QuePasa Profile
|
||
|
Profile will run as a featured profile on QuePasas front page for one week during the first local tournament
|
||
|
On-Line Contest
|
||
|
4 Branded E-Newsletters (1 per quarter)
|
||
|
10 Branded results Bulletins (1 after each tourney)
|
||
|
Run of Community Banner Ad Campaign
|
II. |
Presenting: $100,000
|
|
Logo above the fold on every page in the Alianza Community
|
||
|
Customized QuePasa Profile
|
||
|
On-Line Contest
|
||
|
2 Branded E-Newsletters
|
||
|
10 Branded results Bulletins (1 after each tourney)
|
||
|
Run of Community Banner Ad Campaign
|
III. |
Official: $50,000
|
|
Logo above the fold on every page in the Alianza Community
|
||
|
Customized QuePasa Profile
|
||
|
2 Branded E-Newsletters (1 per quarter)
|
||
|
Logo on the results Bulletins (1 after each tourney)
|
||
|
Run of Community Banner Ads
|
1
A. DESIGNATION | Developer shall be designated and identified as an official sponsor of the Copa Alianza tournaments in all promotional applications. Developer shall be the only Hispanic online social network associated with the Copa Alianza tournament. The Parties acknowledge that Fox Sports en Espanol will have certain rights with respect to the Alianza tournament that can be promoted and exploited through their online site, which is hosted by and promoted on MSN. | |||||||
|
||||||||
B. ADVERTISING & PROMOTION | Each Weekend III shall be advertised and promoted with the following minimum elements, which shall include Developer identification. | |||||||
|
||||||||
Radio advertising : Sixty (60) sixty-second (:60) spots. | ||||||||
|
||||||||
Print advertising : Six (6) quarter-page ads in daily and/or weekly newspapers. | ||||||||
|
||||||||
Promotional Collateral : 15,000 club cards and 100 posters. | ||||||||
|
||||||||
Online : Developer shall receive logo identification and banner ads on www.alianzadefutbol.com. | ||||||||
|
||||||||
C. SIGNAGE | Developer shall have the right to display the following signage at Alianza Tournament venues. Alianza shall be responsible for setting up all banners at each venue. Developer shall be responsible for the costs of shipping its banners, tents or other display materials to and from each venue. | |||||||
|
||||||||
1. | Alianza Tournament fields (Weekends I & II) | |||||||
|
||||||||
|
a. | Right to display (4) Developer branded field banners on each tournament field. Banners to be provided by Developer. | ||||||
|
||||||||
|
b. | Right to display eight (8) fence or perimeter banners. |
1
2. | Weekend III games (Copa Alianza Championship; Local All-Star Game; Youth All-Star Game). | |||||||
|
||||||||
|
a. | Four (4) Developer branded field boards at each game. Field boards to be provided by Alianza. | ||||||
|
||||||||
|
b. | Eight (8) fence or perimeter banners, venue permitting. Banners to be provided by Developer. | ||||||
|
||||||||
D. DISPLAY AREAS | Developer shall receive a 10x 10 area for product display, inflatable display and/or other Developer promotion at each Alianza Tournament venue. All tents and other materials and equipment shall be provided by Developer. | |||||||
|
||||||||
E. DATABASE | Developer shall have access to any and all databases owned and maintained by Alianza once annually throughout the term of the Agreement. Alianza shall provide its database(s) to a mutually agreed upon bonded mail house through which Developer may coordinate its mailing. All costs and expenses of any mailings to Alianza database shall be borne solely by Developer. | |||||||
|
||||||||
F. RESEARCH | Developer shall have the opportunity to include up to four (4) questions in any consumer research questionnaire that Alianza may conduct, in its sole discretion. | |||||||
|
||||||||
G. PA ANNOUNCEMENTS | Developer shall receive a minimum of eight (8) PA announcements each Alianza tournament day. | |||||||
|
||||||||
H. TICKETS & HOSPITALITY | Developer shall receive two hundred (200) complimentary tickets to each ticketed game or event. Developer shall also receive invitations for up to four (4) people at any hospitality area or function hosted by Alianza. |
|
Initials: | Initials: | ||||
|
Developer | BRC/ALIANZA | ||||
|
||||||
2
Principal Amount: | Scottsdale, Arizona | |
$600,000.00 | March 27, 2008 |
-2-
BRC Group LLC, a California limited liability
company
|
||||
By: | /s/ Richard Copeland | |||
Richard Copeland, Manager | ||||
By: | /s/ Brad Rothenberg | |||
Brad Rothenberg, Manager | ||||
-3-
-2-
-3-
-4-
-5-
-6-
-7-
-8-
-9-
-10-
Company | ||||
|
||||
BRC Group, LLC, a California limited liability company | ||||
|
||||
|
By: | /s/ Richard Copeland | ||
|
||||
|
Name: | Richard Copeland | ||
|
||||
|
Its: | Manager | ||
|
||||
|
||||
Majority Members | ||||
|
||||
|
By: | /s/ Richard Copeland | ||
|
||||
|
Signature
Richard Copeland |
|||
|
||||
|
By: | /s/ Brad Rothenberg | ||
|
||||
|
Signature
Brad Rothenberg |
Name:
|
||||
|
||||
Title:
|
Secretary |
-11-
|
||
|
||
|
(signature of holder) | |
|
||
|
||
|
||
|
||
|
||
|
||
|
(address of holder) |
-12-
1
2
3
AIRPARK BILLORADO LLC,
an Arizona limited liability company |
||||
/s/ Cheryl Miller | ||||
Cheryl Miller, Manager | ||||
QUEPASA CORPORATION,
a Nevada corporation authorized to do business in the State of Arizona |
||||
By: | /s/ Michael Matte | |||
Its: Chief Financial Officer | ||||
4
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
We hereby consent to
the incorporation by reference in registration statements of Quepasa
Corporation and Subsidiaries on Form S-3, No. 333-40574, and
Form S-8, Nos. 333-88271, 333-93637, 333-118645 and 333-146486 of our
report dated April 17, 2007, except for Notes 8b and 9b to which the date
of filing is October 29, 2007, relating to the consolidated statements of
operations and comprehensive loss, changes in stockholders’ equity and
cash flows for the year ended December 31, 2006, (as restated), appearing
in the Annual Report on Form 10-KSB of Quepasa Corporation and Subsidiaries for
the year ended December 31, 2007.
/s/ Perelson Weiner LLP
Quepasa Corporation and Subsidiaries
New York, New York
March 31, 2008
1. | I have reviewed this annual report on Form 10-KSB of Quepasa Corporation; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; | |
4. | The small business issuers other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the small business issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the small business issuers internal control over financial reporting that occurred during the small business issuers most recent fiscal quarter (the small business issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting. |
5. | The small business issuers other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuers auditors and the audit committee of the small business issuers board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuers ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuers internal control over financial reporting. |
Dated: March 31, 2008 | /s/ John C. Abbott | |||
Name: | John C. Abbott | |||
Title: | Chief Executive Officer | |||
1. | I have reviewed this annual report on Form 10-KSB of Quepasa Corporation; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; | |
4. | The small business issuers other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the small business issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the small business issuers internal control over financial reporting that occurred during the small business issuers most recent fiscal quarter (the small business issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting. |
5. | The small business issuers other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuers auditors and the audit committee of the small business issuers board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuers ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuers internal control over financial reporting. |
Dated: March 31, 2008 | /s/ Michael D. Matte | |||
Name: | Michael D. Matte | |||
Title: | Chief Financial Officer | |||
(1) | This Annual Report on Form 10-KSB of the Company for the fiscal period ended December 31, 2007 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and | |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: March 31, 2008 | /s/ John C. Abbott | |||
Name: | John C. Abbott | |||
Title: | Chief Executive Officer | |||
(1) | This Annual Report on Form 10-KSB of the Company for the fiscal period ended December 31, 2007 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and | |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: March 31, 2008 | /s/ Michael D. Matte | |||
Name: | Michael D. Matte | |||
Title: | Chief Financial Officer | |||