##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB/A
 Amendment No. 1
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from  to
 Commission File Number: 001-33105
 QUEPASA CORPORATION
 (Exact name of registrant as specified in its charter)
 NEVADA
(State or other jurisdiction of 
incorporation or organization)
    
    86-0879433
(IRS Employer Identification No.)
 7550 E. Redfield Rd., Suite A
Scottsdale, AZ 85260
(Address of principal executive offices)
 (480) 348-2665
(Issuers telephone number)
 
 þ o
 o þ
  o þ




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##### 



QUEPASA CORPORATION AND SUBSIDIARIES
 INDEX
 PageExplanatory Note
    
    
    1PART I. FINANCIAL INFORMATIONItem 1
    
    Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006 (as restated)
    
    
    3Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2007 and 2006 (as restated)
    
    
    4Condensed Consolidated Statement of Changes in Stockholders' Equity for the Three Months Ended March 31, 2007 (as restated)
    
    
    5Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006 (as restated)
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2
    
    Management's Discussion and Analysis or Plan of Operation
    
    
    12Item 3
    
    Controls and Procedures
    
    
    18PART II. OTHER INFORMATIONItem 6
    
    Exhibits
    
    
    20SIGNATURES
    
    
    21INDEX TO EXHIBITSEX-31.3EX-31.4EX-32.3EX-32.4




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Explanatory Note  Restatement of Financial Information; Going Concern Qualification
    For the Three Months Ended(Unaudited)
    
    
    (Unaudited)March 31, 2007
    
    
    March 31, 2006Net loss, as previously reported
    
    $
    ( 3,156
    )
    
    $
    (6,833
    )Total adjustments
    
    
    ( 49
    )
    
    
    (1,970
    )Net loss, as restated
    
    $
    ( 3,205
    )
    
    $
    (8,803
    )
  For the Three Months Ended(Unaudited)
    
    
    (Unaudited)March 31, 2007
    
    
    March 31, 2006Net loss per share, as previously reported
    
    $
    ( 0.26
    )
    
    $
    ( 0.87
    )Total adjustments
    
    
    ( 0.00
    )
    
    
    ( 0.25
    )Net loss per share, as restated
    
    $
    ( 0.26
    )
    
    $
    ( 1.12
    )
  
    
    Part I  Item 1. Financial Statements (Unaudited)
    
    Part I  Item 2. Managements Discussion and Analysis or Plan of Operation
    
    Part I  Item 3. Controls and Procedures
    
    Part II  Item 6. Exhibits
  1




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2




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PART I FINANCIAL INFORMATION
 
 Item 1. Financial Statements (Unaudited)
 
 QUEPASA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
 March 31,
    
    
    December 31,2007
    
    
    2006As restated (1)
    
    
    As restated (1)(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    12,505,710
    
    
    $
    14,093,811Accounts receivabletrade
    
    
    41,866
    
    
    
    74,355Other current assets
    
    
    144,475
    
    
    
    332,478Total current assets
    
    
    12,692,051
    
    
    
    14,500,644Property and equipmentnet
    
    
    728,685
    
    
    
    546,481Jet rightsnet
    
    
    961,272
    
    
    
    986,457Other assets
    
    
    140,021
    
    
    
    55,102Total assets
    
    $
    14,522,029
    
    
    $
    16,088,684LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    1,148,580
    
    
    $
    711,486Accrued expenses
    
    
    93,629
    
    
    
    92,070Unearned grant income
    
    
    80,680
    
    
    
    94,980Total current liabilities
    
    
    1,322,889
    
    
    
    898,536COMMITMENTS AND CONTINGENCIES (see Note 2)STOCKHOLDERS EQUITY:Preferred stock, no par value;
authorized5,000,000 shares; none issued and
outstanding
    
    
    
    
    
    
    Common stock, $.001 par value; authorized50,000,000
shares; 12,230,761 shares issued and outstanding at
March 31, 2007 and 11,705,861 shares issued and
outstanding at December 31, 2006
    
    
    12,231
    
    
    
    11,706Additional paid-in capital
    
    
    144,476,024
    
    
    
    143,271,109Accumulated deficit
    
    
    (131,299,175
    )
    
    
    (128,094,164
    )Accumulated other comprehensive income
    
    
    10,060
    
    
    
    1,497Total stockholders equity
    
    
    13,199,140
    
    
    
    15,190,148Total liabilities and stockholders equity
    
    $
    14,522,029
    
    
    $
    16,088,684
    3




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QUEPASA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations and Comprehensive Loss
 For the Three Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006As Restated (1)
    
    
    As Restated (1)(Unaudited)REVENUES
    
    $
    52,482
    
    
    $
    164,565OPERATING COSTS AND EXPENSES:Search services
    
    
    
    
    
    
    118,152Sales and marketing
    
    
    494,142
    
    
    
    50,670Product and content development
    
    
    996,810
    
    
    
    190,865General and administrative
    
    
    1,851,032
    
    
    
    8,594,272Depreciation and amortization
    
    
    92,603
    
    
    
    21,549TOTAL OPERATING COSTS AND EXPENSES
    
    
    3,434,587
    
    
    
    8,975,508LOSS FROM OPERATIONS
    
    
    (3,382,105
    )
    
    
    (8,810,943
    )OTHER INCOME (EXPENSE):Interest income
    
    
    164,386
    
    
    
    8,245Interest expense
    
    
    
    
    
    
    (465
    )Other income
    
    
    12,708
    
    
    
    TOTAL OTHER INCOME (EXPENSE)
    
    
    177,094
    
    
    
    7,780LOSS BEFORE INCOME TAXES
    
    
    (3,205,011
    )
    
    
    (8,803,163
    )Income taxes
    
    
    
    
    
    
    NET LOSS
    
    $
    (3,205,011
    )
    
    $
    (8,803,163
    )NET LOSS PER COMMON SHARE, BASIC AND DILUTED
    
    $
    (0.26
    )
    
    $
    (1.12
    )WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING, BASIC AND DILUTED
    
    
    12,139,971
    
    
    
    7,884,409NET LOSS
    
    $
    (3,205,011
    )
    
    $
    (8,803,163
    )Foreign currency translation adjustment
    
    
    8,563
    
    
    
    (5,702
    )COMPREHENSIVE LOSS
    
    $
    (3,196,448
    )
    
    $
    (8,808,865
    )
    4




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QUEPASA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Changes in Stockholders Equity
For the Three Months Ended March 31, 2007 (as restated)
 AccumulatedOther
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Additional
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Stockholders'Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Paid-in Capital
    
    
    Deficit
    
    
    Income
    
    
    EquityBalanceDecember
31, 2006 (as
restated)
    
    
    
    
    
    $
    
    
    
    
    11,705,861
    
    
    $
    11,706
    
    
    $
    143,271,109
    
    
    $
    (128,094,164
    )
    
    $
    1,497
    
    
    $
    15,190,148Issuance of stock
options for
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    314,790
    
    
    
    
    
    
    
    
    
    
    
    314,790Exercise of stock
options
    
    
    
    
    
    
    
    
    
    
    518,500
    
    
    
    519
    
    
    
    861,331
    
    
    
    
    
    
    
    
    
    
    
    861,850Exercise of warrants
    
    
    
    
    
    
    
    
    
    
    6,400
    
    
    
    6
    
    
    
    28,794
    
    
    
    
    
    
    
    
    
    
    
    28,800Foreign currency
translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,563
    
    
    
    8,563Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,205,011
    )
    
    
    
    
    
    
    (3,205,011
    )BalanceMarch
31, 2007
(Unaudited)
    
    
    
    
    
    $
    
    
    
    
    12,230,761
    
    
    $
    12,231
    
    
    $
    144,476,024
    
    
    $
    (131,299,175
    )
    
    $
    10,060
    
    
    $
    13,199,140
    5




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QUEPASA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
 For the Three Months EndedMarch 31, 2007
    
    
    March 31, 2006As Restated (1)
    
    
    As Restated (1)(Unaudited)Cash flows from operating activities:Net loss
    
    $
    (3,205,011
    )
    
    $
    (8,803,163
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    92,603
    
    
    
    21,549Issuance of stock options and warrants for compensation
    
    
    314,790
    
    
    
    939,499Issuance of warrants for strategic initiatives
    
    
    
    
    
    
    7,387,979Grant income
    
    
    (12,708
    )
    
    
    Changes in operating assets and liabilities:Accounts receivabletrade
    
    
    32,489
    
    
    
    19,469Other current assets
    
    
    187,925
    
    
    
    (454
    )Other assets
    
    
    (85,156
    )
    
    
    (2,216
    )Accounts payable
    
    
    601,382
    
    
    
    3,839Accrued expenses
    
    
    (161,814
    )
    
    
    (71,686
    )Deferred revenue
    
    
    
    
    
    
    (20,173
    )Net cash used in operating activities
    
    
    (2,235,500
    )
    
    
    (525,357
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (253,039
    )
    
    
    (11,888
    )Net cash used in investing activities
    
    
    (253,039
    )
    
    
    (11,888
    )Cash flows from financing activities:Payments on long-term debt
    
    
    
    
    
    
    (1,947
    )Proceeds from exercise of stock options and warrants
    
    
    890,650
    
    
    
    437,000Net cash provided by financing activities
    
    
    890,650
    
    
    
    435,053Effect of foreign currency exchange rate on cash
    
    
    9,788
    
    
    
    (5,702
    )Net decrease in cash and cash equivalents
    
    
    (1,588,101
    )
    
    
    (107,894
    )Cash and cash equivalents at beginning of period
    
    
    14,093,811
    
    
    
    1,441,889Cash and cash equivalents at end of period
    
    $
    12,505,710
    
    
    $
    1,333,995Supplemental Disclosure of Cash Flow Information:Cash paid for interest
    
    $
    
    
    
    $
    465Cash paid for income taxes
    
    $
    
    
    
    $
    
    6




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QUEPASA CORPORATION AND SUBSIDIARIES
 Notes to Unaudited Condensed Consolidated Financial Statements
 Note 1Description of Business and Summary of Significant Accounting Policies
  Interim Financial Information
  Reclassifications
  Loss Per Share
   March 31,2007
    
    
    2006Stock options
    
    
    1,187,700
    
    
    
    3,146,375Warrants
    
    
    4,432,500
    
    
    
    4,194,240Total
    
    
    5,620,200
    
    
    
    7,340,615
 Recent Accounting Pronouncements
 Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109
 Fair Value Measurements
  7




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Note 2Commitments and Contingencies
  2007
    
    $
    275,0002008
    
    
    322,0002009
    
    
    135,000Total
    
    $
    732,000
 Litigation
   Note 3Stock Option Plans
 1998 Stock Option Plan
  Number of
    
    
    Weighted-AverageOptions
    
    Stock Options
    
    
    Exercise PriceOutstanding at December 31, 2006 (1)
    
    
    2,248,075
    
    
    $
    2.42Granted
    
    
    
    
    
    
    Exercised
    
    
    (518,500
    )
    
    
    1.66Forfeited or expired
    
    
    (651,875
    )
    
    
    1.99Outstanding at March 31, 2007 (1)
    
    
    1,077,700
    
    
    $
    3.07Exercisable at March 31, 2007 (2)
    
    
    729,700
    
    
    $
    2.50
 
 (1)
    
    Excludes stock options to purchase 110,000 shares of common stock at a weighted
average exercise price of $1.93 per share being held by consultants.(2)
    
    Excludes stock options to purchase 100,000 shares of common stock at a
weighted average price of $1.50 per share being held by a consultant.    8




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2006 Stock Incentive Plan
   Note 4Related Party Transactions
  Note 5Restatement of Previously Issued Interim Financial Information
 5a. April 2007 Restatement (as originally filed)
   Previously
    
    
    TotalReported
    
    
    Adjustments
    
    
    RestatedLoss from operations
    
    $
    (2,172,554
    )
    
    $
    (4,668,568
    )
    
    $
    (6,841,122
    )Net loss
    
    
    (2,164,774
    )
    
    
    (4,668,568
    )
    
    
    (6,833,342
    )Loss per share
    
    
    (0.27
    )
    
    
    (0.60
    )
    
    
    (0.87
    )
  Product and
    
    
    
    
    
    
    DepreciationSearch
    
    
    Sales and
    
    
    Content
    
    
    General and
    
    
    andServices
    
    
    Marketing
    
    
    Development
    
    
    Administrative
    
    
    Amortization
    
    
    TotalPreviously reported
    
    $
    118,152
    
    
    $
    24,232
    
    
    $
    41,809
    
    
    $
    2,131,377
    
    
    $
    21,549
    
    
    $
    2,337,119Total adjustments
    
    
    
    
    
    
    
    
    
    
    34,407
    
    
    
    4,634,161
    
    
    
    
    
    
    
    4,668,568Total reclassifications
    
    
    
    
    
    
    26,438
    
    
    
    105,761
    
    
    
    (132,199
    )
    
    
    
    
    
    
    Restated
    
    $
    118,152
    
    
    $
    50,670
    
    
    $
    181,977
    
    
    $
    6,633,339
    
    
    $
    21,549
    
    
    $
    7,005,687
  9




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AccumulatedOther
    
    
    TotalPreferred
    
    
    Common
    
    
    Additional
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Stockholders'Stock
    
    
    Stock
    
    
    Paid-in Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    EquityPreviously reported
    
    $
    
    
    
    $
    8,082
    
    
    $
    117,899,635
    
    
    $
    (116,652,907
    )
    
    $
    (11,413
    )
    
    $
    1,243,397Adjustments
    
    
    
    
    
    
    
    
    
    
    4,668,568
    
    
    
    (4,668,568
    )
    
    
    
    
    
    
    Restated
    
    $
    
    
    
    $
    8,082
    
    
    $
    122,568,203
    
    
    $
    (121,321,475
    )
    
    $
    (11,413
    )
    
    $
    1,243,397
 5b. October 2007 Restatement
   Previously
    
    
    TotalReported
    
    
    Adjustments
    
    
    Restated(Unaudited)Loss from operations
    
    $
    (6,841,122
    )
    
    $
    (1,969,821
    )
    
    $
    (8,810,943
    )Net loss
    
    
    (6,833,342
    )
    
    
    (1,969,821
    )
    
    
    (8,803,163
    )Net Loss per share
    
    
    (0.87
    )
    
    
    (0.25
    )
    
    
    (1.12
    )
  Previously
    
    
    TotalReported
    
    
    Adjustments
    
    
    Restated(Unaudited)Loss from operations
    
    $
    (3,332,838
    )
    
    $
    (49,267
    )
    
    $
    (3,382,105
    )Net loss
    
    
    (3,155,744
    )
    
    
    (49,267
    )
    
    
    (3,205,011
    )Net Loss per share
    
    
    (0.26
    )
    
    
    (0.00
    )
    
    
    (0.26
    )
  Product and
    
    
    
    
    
    
    DepreciationSearch
    
    
    Sales and
    
    
    Content
    
    
    General and
    
    
    andServices
    
    
    Marketing
    
    
    Development
    
    
    Administrative
    
    
    Amortization
    
    
    Total(Unaudited)For the three months ended March 31, 2006:Previously reported
    
    $
    118,152
    
    
    $
    50,670
    
    
    $
    181,977
    
    
    $
    6,633,339
    
    
    $
    21,549
    
    
    $
    7,005,687Total adjustments
    
    
    
    
    
    
    
    
    
    
    8,888
    
    
    
    1,960,933
    
    
    
    
    
    
    
    1,969,821Restated
    
    $
    118,152
    
    
    $
    50,670
    
    
    $
    190,865
    
    
    $
    8,594,272
    
    
    $
    21,549
    
    
    $
    8,975,508For the three months ended March 31, 2007:Previously reported
    
    $
    
    
    
    $
    490,781
    
    
    $
    993,637
    
    
    $
    1,808,299
    
    
    $
    92,603
    
    
    $
    3,385,320Total adjustments
    
    
    
    
    
    
    3,361
    
    
    
    3,173
    
    
    
    42,733
    
    
    
    
    
    
    
    49,267Restated
    
    $
    
    
    
    $
    494,142
    
    
    $
    996,810
    
    
    $
    1,851,032
    
    
    $
    92,603
    
    
    $
    3,434,587
  10




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Accumulated Other
    
    
    TotalPreferred
    
    
    Common
    
    
    Additional
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Stockholders'Stock
    
    
    Stock
    
    
    Paid-in Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    Equity(Unaudited)As of March 31, 2006:Previously reported
    
    $
    
    
    
    $
    8,082
    
    
    $
    122,568,203
    
    
    $
    (121,321,475
    )
    
    $
    (11,413
    )
    
    $
    1,243,397Adjustments
    
    
    
    
    
    
    
    
    
    
    1,969,821
    
    
    
    (1,969,821
    )
    
    
    
    
    
    
    Restated
    
    $
    
    
    
    $
    8,082
    
    
    $
    124,538,024
    
    
    $
    (123,291,296
    )
    
    $
    (11,413
    )
    
    $
    1,243,397As of March 31, 2007:Previously reported
    
    $
    
    
    
    $
    12,231
    
    
    $
    142,270,210
    
    
    $
    (129,093,361
    )
    
    $
    10,060
    
    
    $
    13,199,140Roll-forward of fiscal
year 2006 restatement
    
    
    
    
    
    
    
    
    
    
    2,156,547
    
    
    
    (2,156,547
    )
    
    
    
    
    
    
    Adjustments
    
    
    
    
    
    
    
    
    
    
    49,267
    
    
    
    (49,267
    )
    
    
    
    
    
    
    Restated
    
    $
    
    
    
    $
    12,231
    
    
    $
    144,476,024
    
    
    $
    (131,299,175
    )
    
    $
    10,060
    
    
    $
    13,199,140
 Note 6  Subsequent Events
 Going Concern Consideration:
    11




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##### Table of Contents



Item 2. Managements Discussion and Analysis or Plan of Operation
 Forward-Looking Information
 You should read the following discussion in conjunction with our condensed consolidated
financial statements, which are included elsewhere in this Form 10-QSB/A . Managements Discussion
and Analysis or Plan of Operation contains statements that are forward-looking. These statements
are based on current expectations and assumptions, which are subject to risk, uncertainties and
other factors. Actual results may differ materially because of the factors discussed in the
subsection below titled Risk Factors.
 Company Overview
    Revenue sources
  Banner Advertising Revenue.
 Google AdSense Revenue.
 Subscription Sales
 Performance-based Revenue
  12




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##### Table of Contents



Summary
  Operating Expenses
  
    
    search services expenses;
    
    product and content development expenses;
    
    sales and marketing expenses;
    
    general and administrative expenses; and
    
    depreciation and amortization.
 Search Services Expenses.
 Product and Content Development Expenses.
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Depreciation and Amortization Expenses
 Other Income (Expense).
 Results of Operations
 Comparison of the three months ended March 31, 2007 with the three months ended March 31, 2006
   13




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Revenues
  Banner Advertising Revenue.
 Google AdSense.
 Performance Based Revenue
 Subscription Sales
 Operating Costs and Expenses
 Search Services.
  Sales and Marketing.
  Product and Content Development.
  General and Administrative.
  14




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
    
    An increase in general and administrative salaries of $104 thousand, or 120%, to
$191 thousand, from $87 thousand for the prior year. This increase is driven by our
increased staffing during 2006 and the first quarter 2007 as we build and enhance our
internal services and administrative and accounting functions.
    
    An increase in recruiting fees of $134 thousand, or 100%, to $134 thousand from
$0 for the prior year. This increase is driven by the increased hiring during the first
quarter 2007.
    
    An increase in professional fees expense of approximately $1 million, or 1,049 %,
to $1.1 million, from $85 thousand for the prior year. This increase is attributable to
the increased level of outside professional services we required in order to enhance our
compliance and corporate governance, technology infrastructure and other legal and
professional matters.
    
    An increase in travel and entertainment of $154 thousand, or 3,850 %, to $158
thousand from $4 thousand for the prior year and an increase in dues and subscriptions
of $71 thousand, or 245 %, to $100 thousand from $29 thousand for the prior year. These
increases are attributable to our overall growth as we build and enhance our business.
  Depreciation and Amortization.
  Other Income (Expense)
 Liquidity and Capital Resources
  2007
    
    
    2006Cash and cash equivalents
    
    $
    12,505,710
    
    
    $
    14,093,811Percentage of total assets
    
    
    86
    %
    
    
    88
    %
  2007
    
    
    2006Net cash used in operating activities
    
    $
    (2,235,500
    )
    
    $
    (525,357
    )Net cash used in investing activities
    
    $
    (253,039
    )
    
    $
    (11,888
    )Net cash provided by financing activities
    
    $
    890,650
    
    
    $
    435,053
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Cash flow changes
    Capital expenditures
  Contractual Obligations and Commitments
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Recent Acquisition
  Critical Accounting Policies, Judgments and Estimates
   Stock-Based Compensation Expense.
  Share-Based Payment
  Recent Accounting Pronouncements
 Fair Value Measurements
 Accounting for Uncertainty in
Income Taxesan Interpretation of FASB Statement No. 109
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Risk Factors
   
    
    our ongoing operating losses;
    
    the possibility of liability for information displayed or accessed via our
website and for other commerce related activities;
    
    competition in the operation of our website and in the provision of our
information retrieval services;
    
    the ability to protect our intellectual property rights;
    
    the ability to retain our executive officers and senior management;
    
    the ability to raise additional capital;
    
    changing laws, rules, and regulations;
    
    potential liability for breaches of security on the Internet;
    
    dependence on third party databases and computer systems;
    
    competition from traditional media companies; and
    
    new technologies that could block our ability to advertise.
   
 Item 3. Controls and Procedures
 Disclosure Controls and Procedures
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Remediation of Certain Weaknesses and Changes in Internal Controls
      Limitations on the Effectiveness of Controls
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QUEPASA CORPORATION AND SUBSIDIARIES
 
 PART II. OTHER INFORMATION
 
 Item 6. Exhibits
   20




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QUEPASA CORPORATION AND SUBSIDIARIES
 
 SIGNATURES
  Quepasa CorporationNovember 16, 2007
    By:
    /s/  John C. AbbottName:
    John C. AbbottTitle:
    Chairman and Chief Executive Officer
(Principal Executive Officer)November 16, 2007
    By:
    /s/  Michael D. MatteName:
    Michael D. MatteTitle:
    Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)  21




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EXHIBIT INDEX
 Exhibit Number
    
    Description31.3*
    
    Certification of Principal Executive Officer Pursuant
to Rule 13a-14(a) and Rule 15d-14(a) of the
Securities Exchange Act, as amended31.4*
    
    Certification of Principal Financial Officer Pursuant
to Rule 13a-14(a) and Rule 15d-14(a) of the
Securities Exchange Act, as amended32.3**
    
    Certification of Principal Executive Officer Pursuant
to 18 U.S.C. Section 1850, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 200232.4**
    
    Certification of Principal Financial Officer Pursuant
to 18 U.S.C. Section 1850, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    filed herewith**
    
    furnished herewith  22