8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2011

Quepasa Corporation

(Exact name of registrant as specified in its charter)

Nevada	001-33105	86-0879433
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

324 Datura Street, Ste. 114 West Palm Beach, FL	33401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (561) 366-1249

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01   Completion of Acquisition or Disposition of Assets

On November 10, 2011, Quepasa Corporation (the “Company”) filed a Current Report on Form 8-K (the “November Form 8-K”) reporting that it had completed its merger with Insider Guides, Inc. which owns and operates the social networking site myYearbook.com (“myYearbook”).  This Form 8-K/A amends the November Form 8-K, to include the unaudited pro forma financial information related to the myYearbook merger required by Item 9.01(b) of Form 8-K and to include the financial statements of myYearbook as of and for the nine months ended September 30, 2011.  This Form 8-K/A is being filed solely to supplement the November Form 8-K to provide the attached exhibits and does not modify any of the information disclosed in the November 8-K.

Item 9.01   Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

myYearbook’s unaudited financial statements as of and for the nine months ended September 30, 2011, which is attached as Exhibit 99.1.

(b) Pro forma financial information.

The Company’s unaudited pro forma financial information for the nine months ended September 30, 2011 and the year ended December 31, 2010, which is attached as Exhibit 99.2.

(d) Exhibits.

Exhibit No.	Description
99.1	myYearbook’s unaudited financial statements as of and for the nine months ended September 30, 2011.
99.2	The Company’s unaudited pro forma financial information for the nine months ended September 30, 2011 and the year ended December 31, 2010.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	QUEPASA CORPORATION
Date:  November 14, 2011	By:	/s/ Michael Matte
	Name:	Michael Matte
	Title:	Chief Financial Officer

3

EX-99.1

Exhibit 99.1

Insider Guides, Inc.

Unaudited Financial Statements

September 30, 2011

Table Of Contents

	Page
Unaudited Financial Statements:
Balance Sheet as of September 30, 2011 and December 31, 2010	2
Statement Of Operations for the three and nine month periods ended September 30, 2011 and 2010	3
Statement Of Changes In Stockholders’ Equity for the nine month period ended September 30, 2011	4
Statement Of Cash Flows for the nine month periods ended September 30, 2011 and 2010	5
Notes To Unaudited Financial Statements	6

INSIDER GUIDES, INC.

UNAUDITED BALANCE SHEET

AS OF SEPTEMBER 30, 2011 AND DECEMBER 31, 2010

	September 30,			December 31,
	2011			2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,530,190		$	8,329,278
Trade accounts receivable, net		6,740,930			7,001,124
Prepaid expenses		969,398			497,477
Total current assets		16,240,518			15,827,879
PROPERTY AND EQUIPMENT, Net		3,890,671			3,993,001
INTANGIBLE ASSETS		1,750,659			825,660
DEPOSITS AND OTHER ASSETS		80,582			98,731
TOTAL	$	21,962,430		$	20,745,271
LIABILITIES AND  STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,908,996		$	1,778,557
Accrued expenses and other current liabilities		454,995			606,758
Deferred revenue		60,049			44,986
Current portion of long-term debt		2,596,431			2,151,763
Total current liabilities		5,020,471			4,582,064
LONG-TERM DEBT, Net of current portion		2,801,222			2,211,872
Total liabilities		7,821,693			6,793,936
STOCKHOLDERS' EQUITY:
Convertible preferred stock Series A, $.001 par value; 4,490,794 shares authorized at September 30, 2011 and December 31, 2010; 4,096,700 shares issued and outstanding at September 30, 2011 and December 31, 2010; liquidation preference $4,106,122 at September 30, 2011 and December 31, 2010		4,097			4,097
Convertible preferred stock Series B, $.001 par value; 4,516,968 shares authorized at September 30, 2011 and December 31, 2010; 4,318,983 shares issued and outstanding at September 30, 2011 and December 31, 2010; liquidation preference $13,129,708 at September 30, 2011 and December 31, 2010		4,319			4,319
Common stock, $.001 par value; 27,197,985 shares authorized at September 30, 2011 and December 31, 2010; 12,376,111 and 12,256,757 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively		12,376			12,257
Additional paid-in capital		20,107,111			19,798,025
Accumulated deficit		(5,987,166	)		(5,867,363	)
Total stockholders’ equity		14,140,737			13,951,335
TOTAL	$	21,962,430		$	20,745,271

See Notes to Unaudited Financial Statements

2

INSIDER GUIDES, INC.

UNAUDITED STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Revenue	$	8,004,733		$	6,361,251		$	21,388,599		$	16,133,793
Operating expenses:
Sales and marketing		1,501,992			710,432			3,846,276			1,887,480
Information technology		1,199,802			946,777			3,485,349			2,854,871
General and administrative		4,149,102			3,099,149			11,407,551			8,729,007
Depreciation and amortization		677,007			712,031			2,277,169			2,158,218
Total operating expenses		7,527,903			5,468,389			21,016,345			15,629,576
Income From Operations		476,830			892,862			372,254			504,217
OTHER INCOME (EXPENSE):
Interest expense		(166,816	)		(135,275	)		(458,115	)		(386,640	)
Interest income		4,972			6,255			16,514			19,855
Total other income (expense)		(161,844	)		(129,020	)		(441,601	)		(366,785	)
Income (Loss) Before Income Taxes		314,986			763,842			(69,347	)		137,432
Income Tax Provision		(28,865	)		-			(50,456	)		-
Net Income (Loss)	$	286,121		$	763,842		$	(119,803	)	$	137,432

See Notes to Unaudited Financial Statements

3

INSIDER GUIDES, INC.

UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2011

	CAPITAL STOCK												ADDITIONAL
	PREFERRED SERIES A				PREFERRED SERIES B				COMMON				PAID-IN		ACCUMULATED
	SHARES		AMOUNT		SHARES		AMOUNT		SHARES		AMOUNT		CAPITAL		DEFICIT			TOTAL
BALANCE, DECEMBER 31, 2010		4,096,700	$	4,097		4,318,983	$	4,319		12,256,757	$	12,257	$	19,798,025	$	(5,867,363	)	$	13,951,335
ISSUANCE OF WARRANTS														107,500					107,500
SHARE-BASED COMPENSATION														153,187					153,187
EXERCISE OF STOCK OPTIONS										119,354		119		48,399					48,518
NET GAIN (LOSS)																(119,803	)		(119,803	)
BALANCE, SEPTEMBER 30, 2011		4,096,700	$	4,097		4,318,983	$	4,319		12,376,111	$	12,376	$	20,107,111	$	(5,987,166	)	$	14,140,737

See Notes to Unaudited Financial Statements

4

INSIDER GUIDES, INC.

UNAUDITED STATEMENT OF CASH FLOWS

FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010

	Nine Months Ended September 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(119,803	)	$	137,432
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation		2,202,734			2,158,218
Amortization of intangibles		74,435			-
Amortization of debt discount		37,745			45,482
Share-based compensation expense		153,187			148,721
Changes in operating assets and liabilities:
Trade accounts receivable		260,195			(502,766	)
Prepaid expenses		(471,920	)		(214,831	)
Deposits and other assets		18,148			(2,267	)
Accounts payable		130,439			540,083
Accrued expenses and other current liabilities		(151,764	)		6,451
Deferred revenue		15,063			(47,017	)
Net cash provided by operating activities		2,148,459			2,269,506
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(2,100,405	)		(2,205,252	)
Purchase of intangible assets		(999,434	)		(280,000	)
Net cash used in investing activities		(3,099,839	)		(2,485,252	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		3,041,628			2,231,425
Exercise of stock options		48,518			32,287
Repayments of notes payable		(1,937,854	)		(2,024,276	)
Net cash provided by financing activities		1,152,292			239,436
NET INCREASE IN CASH		200,912			23,690
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		8,329,278			7,028,320
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	8,530,190		$	7,052,010
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION,
Interest paid	$	420,369		$	341,158
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
Discount of note payable and adjustment to additional paid-in-capital for warrants issued	$	107,500		$	34,700

See Notes to Unaudited Financial Statements

5

Insider Guides, Inc.

Notes To Unaudited Financial Statements

September 30, 2011

 1.       Nature Of Operations

Insider Guides, Inc. (the “Company”) operates a social networking website open to people of all ages, with a concentration of members between the ages of 13 and 24. The Company’s site, www.myyearbook.com, was launched in August 2005. The Company generates revenues primarily from advertising fees.

 2.       Summary Of Significant Accounting Policies

Use Of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Advertising and custom sponsorship revenues consist primarily of advertising fees earned from the display of advertisements and click-throughs on text based links on the Company’s website. Revenue from online advertising is recognized as impressions are delivered. An impression is delivered when an advertisement appears on pages viewed by members of the Company’s website. Revenue from the display of click-throughs on text based links is recognized as click-throughs occur. Sponsorship revenue is recognized over the time period in which the sponsorship on the website occurs. Revenue from the sale of virtual currency is recognized when redeemed on the Company’s website. The Company records deferred revenue on the accompanying balance sheets when payments for virtual currency are received in advance of usage.

Cash And Cash Equivalents

The Company considers all cash in operating bank accounts, cash on hand, and other investments with a maturity of three months or less as cash and cash equivalents.

Trade Accounts Receivable

Accounts receivable are reported at net realizable value. Accounts are written off when they are determined to be uncollectible based upon management’s assessment of individual accounts. The allowance for doubtful accounts is estimated based upon a periodic review of individual accounts. The allowance for doubtful accounts was $256,000 and $175,000 at September 30, 2011 and December 31, 2010, respectively.

6

Insider Guides, Inc.

Notes To Unaudited Financial Statements

September 30, 2011

Property And Equipment

Property and equipment are recorded at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the assets’ estimated useful lives, ranging from 3 to 7 years.

Intangible Assets

Intangible assets consist of domain names and related registrations and mobile applications. The Company has determined that domain names and related registrations have an indefinite useful life and therefore are not amortized. Mobile applications are amortized on a straight-line basis over their estimated useful lives of 7 years.

Long-Lived Assets

The Company assesses its long-lived assets, specifically amortizable intangibles and equipment, for impairment whenever changes in circumstances indicated that the carrying amount of an asset may not be fully recoverable. The Company assesses indefinite lived intangible assets annually for impairment. As a result of its assessment, the Company does not believe that any impairment in the recoverability of its long-lived assets occurred during 2011 or 2010.

Income Taxes

The Company accounts for income taxes under the provision of FASB Accounting Standards Codification (“ASC”) 740 “Accounting for Income Taxes”.  Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect in the years in which differences are expected to reverse.  ASC 740 also prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return.  There were no uncertain tax positions that met the recognition threshold as of September 30, 2011 and December 31, 2010.

ASC 740 also provides guidance related to, amount other things, classification, accounting for interest and penalties associated with tax positions, and disclosure requirements.  Any interest and penalties accrued related to unrecognized tax benefits will be recorded in tax expense. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense.  As of September 30, 2011 and December 31, 2010, the Company had no accrued interest or penalties related to income taxes.  The Company currently has no federal or state tax examinations in progress.

The Company is subject to federal income tax and various state income taxes.  The Company is no longer subject to examination by federal or state authorities for years before 2006.

7

Insider Guides, Inc.

Notes To Unaudited Financial Statements

September 30, 2011

Advertising Costs

Advertising costs are expensed as incurred and totaled $354,202 and $75,525 for the three month periods ended September 30, 2011 and 2010, respectively.  For the nine months ended September 30, 2011 and 2010, advertising costs were $911,567 and $80,201, respectively.

Share-Based Compensation

The Company records compensation expense for share-based awards based on the estimated fair value calculated using an option valuation model.

Compensation expense was $46,270 and $40,211 for the three month periods ended September 30, 2011 and 2010, respectively, and $127,961 and $120,510 for the nine months ended September 30, 2011 and 2010, respectively, related to stock options granted to employees. The Black-Scholes option pricing model was used to estimate the option calculated value. The option pricing model requires a number of assumptions, of which the most significant are expected stock price volatility and the expected option term. Since it was not practicable for the Company to estimate the expected volatility of its share price, the Company accounted for its options based on a value calculated using the historical volatility of an appropriate industry sector index. Unvested option compensation expense will be recognized over the remaining option term.

The Company recorded consulting expense of $2,138 and $5,866 for the three month periods ended September 30, 2011 and 2010, respectively, and $25,226 and $28,211 for the nine months ended September 30, 2011 and 2010, respectively, related to stock options granted to non-employees. The Company accounts for stock options granted to non-employees on a fair value basis over the vesting period using the Black-Scholes option pricing model. The initial non-cash charge to operations for non-employee options with vesting is revalued at the end of each reporting period based upon the change in the fair value of the Company’s common stock and amortized to consulting expense over the related vesting period.

 3.       Property And Equipment

Property and equipment consist of the following at September 30, 2011 and December 31, 2010:

	September 30, 2011		December 31, 2010
Servers	$	12,365,045	$	10,455,551
Computer equipment		574,601		385,630
Leasehold improvements		114,224		114,224
Furniture and fixtures		49,075		47,135
Property and equipment, at cost		13,102,945		11,002,540
Less accumulated depreciation		9,212,274		7,009,539
Property and equipment, net	$	3,890,671	$	3,993,001

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Insider Guides, Inc.

Notes To Unaudited Financial Statements

September 30, 2011

Depreciation expense was $653,882 and $712,031 for the three month periods ended September 30, 2011 and 2010, respectively, and $2,202,735 and $2,158,218 for the nine month periods ended September 30, 2011 and 2010, respectively.

 4.       Intangible Assets

Intangible assets consist of the following at September 30, 2011 and December 31, 2010:

	September 30, 2011			December 31, 2010
Amortized intangibles:
Mobile applications	$	657,500		$	432,500
Accumulated amortization		(74,435	)		-
		583,065		$	432,500
Unamortized intangibles,
Domain names		1,167,594			393,160
Total intangible assets	$	1.750,659		$	825,660

Mobile application amortization expense was $23,125 for the three month period ended September 30, 2011, and $74,435 for the nine month period ended September 30, 2011.  Estimated aggregate amortization expense for each of the next five fiscal years is $92,500.

 5.       Accrued Expenses And Other Current Liabilities

Accrued expenses and other current liabilities consist of the following at September 30, 2011 and December 31, 2010:

	September 30, 2011		December 31, 2010
Compensation and related benefits	$	317,495	$	452,258
Commissions		137,500		154,500
Total	$	454,995	$	606,758

9

Insider Guides, Inc.

Notes To Unaudited Financial Statements

September 30, 2011

 6.       Long-Term Debt

Long-term debt obligations consist of three growth capital term loans and five equipment term loans. The first two growth term loans and the first two equipment term loans consist of the Loan and Security Agreement (“LSA”) entered into on October 1, 2007 and the Extended Loan and Security Agreement (“ESLA”) entered into on February 21, 2008. The third equipment term loan, the Supplemental Loan and Security Agreement (“SLSA”), was entered into on November 21, 2008. The fourth equipment term loan, Supplement Number 2 Loan and Security Agreement (“S2LSA”) was entered into on January 22, 2010. The third growth term and fifth equipment term loans, Loan and Security Agreement Number 2 (“LSA2”), were entered into on December 13, 2010. Long-term debt consists of the following at September 30, 2011 and December 31, 2010:

	Original Borrowings		Interest Rates			September 30, 2011		December 31, 2010
Growth term loans:
LSA	$	900,000		12.50	%	$	-	$	-
ELSA		1,000,000		12.50	%		-		113,170
LSA2		432,500		12.50	%		329,167		93,788
Equipment term loans:
LSA		1,100,000		12.00	%		-		-
ELSA		1,000,000		12.00	%		-		133,012
SLSA		2,500,000		12.60	%		527,742		1,168,287
S2LSA		2,500,000		12.50	%		1,532,965		2,087,457
LSA2		3,567,500		12.50	%		3,141,218		831,605
Total							5,531,092		4,427,319
Less current portion							2,596,431		2,151,763
Less unamortized discount							133,439		63,684
Total long-term debt						$	2,801,222	$	2,211,872

The LSA and ELSA growth term loans each require interest only payments of 1.042% per month for six months, after which time the principal is payable over a 30 month period at a fixed interest rate of 12.50% per annum. The LSA and ELSA equipment term loans are each payable over a 36 month period at a fixed interest rate of 12.00% per annum. The SLSA equipment term loan is payable over a 36 month period at a fixed interest rate of 12.60% per annum. The S2LSA equipment term loan is payable over a 36 month period at a fixed interest rate of 12.50% per annum. The LSA2 equipment term loan is payable over a 36 month period at a fixed interest rate of 12.50% per annum. Borrowings for soft costs associated with the LSA2 equipment term loan and the LSA2 growth term loan, as defined in the LSA2, are payable over a 30 month period at a fixed interest rate of 12.50% per annum.

All of the loans are collateralized by substantially all the assets of the Company and contain certain covenants.

10

Insider Guides, Inc.

Notes To Unaudited Financial Statements

September 30, 2011

In connection with the LSA and ELSA, the Company granted the lender warrants entitling them to purchase 144,666 and 149,656 shares, respectively, of the Company’s Series A Preferred Stock. The warrants entitle the lender to purchase the preferred shares beginning after October 1, 2007, until March 31, 2015 for the LSA, and beginning on February 21, 2008, until September 30, 2015 for the ELSA, at an exercise price of $1.0023 per share. The exercise price is subject to adjustment under certain circumstances specified in the warrant agreements. At the date of the grant for the LSA in 2007, the Company calculated the fair value of the warrants to be $58,665, which was recorded as a discount to debt and to additional paid-in capital. At the date of the grant for the ELSA, the Company calculated the fair value of the warrants to be $50,883, which was recorded as a discount to debt and to additional paid-in capital.

In connection with the SLSA, the Company granted the lender warrants to purchase up to 52,426 shares of the Company’s Series B Preferred Stock. The warrants entitle the lender to purchase the preferred shares beginning after November 21, 2008, until June 30, 2016, at an exercise price of $3.04 per share. The exercise price is subject to adjustment under certain circumstances specified in the warrant agreement. The Company drew down the available proceeds of the SLSA in two separate draws in 2008 and 2009. At the date of the grant in 2008, the Company calculated the fair value of the warrants to be $12,082, which was recorded as a discount to debt and to additional paid-in capital. At the date of the grant in 2009, the Company calculated the fair value of the warrants to be $20,003, which was recorded as a discount to debt and to additional paid-in capital.

In connection with the S2LSA, the Company granted the lender warrants to purchase up to 52,426 shares of the Company’s Series B Preferred Stock. The warrants entitle the lender to purchase the preferred shares beginning after January 22, 2010, until December 31, 2017, at an exercise price of $3.04 per share. The exercise price is subject to adjustment under certain circumstances specified in the warrant agreement. The Company drew down the available proceeds of the S2LSA in ten separate draws in 2010. At the date of the grants in 2010, the Company calculated the fair value of the warrants to be $39,826, which was recorded as a discount to debt and to additional paid-in capital.

In connection with the LSA2, the Company granted the lender warrants to purchase up to 93,133 shares of the Company’s Series B Preferred Stock. The warrants entitle the lender to purchase the preferred shares beginning after December 13, 2010, until December 31, 2018, at an exercise price of $3.04 per share. The exercise price is subject to adjustment under certain circumstances specified in the warrant agreement. The Company drew down the available proceeds of the LSA2 in eight separate draws in 2010 and ending September 30, 2011. At the date of the grant in 2011, the Company calculated the fair value of the warrants to be $127,430, which was recorded as a discount to debt and to additional paid-in capital.

The debt discounts are amortized using the straight-line method over the terms of the related debt. Amortization expense was $16,468 and $19,171 for the three month periods ended September 30, 2011 and 2010, respectively, and $37,745 and $45,482 for the nine month periods ended September 30, 2011 and 2010, respectively.  Amortization expense was recorded as interest expense on the Company’s statement of operations.

11

Insider Guides, Inc.

Notes To Unaudited Financial Statements

September 30, 2011

As of September 31, 2011, principal payments of long-term debt are due as follows:

Years ending December 31:
2011	$	741,780
2012		2,405,191
2013		1,903,368
2014		480,753
Total principal outstanding		5,531,092
Less unamortized discount		133,439
Total	$	5,397,653

 7.       Preferred Stock

On October 30, 2006, the Company entered into and executed the Series A Preferred Stock Purchase Agreement (“Series A Agreement”). Under the terms of the Series A Agreement, the Company amended and restated its Certificate of Incorporation to allow for the issuance of 4,096,700 shares of preferred stock, all of which are designated as Series A Preferred Stock (“Series A Preferred”) and sold the Series A Preferred to investors for $4,106,122.

On September 28, 2007, in connection with warrants issued to a lender (Note 6), the Company again amended and restated its Certificate of Incorporation to have authority to issue 21,244,438 shares of common stock and 4,341,138 shares of preferred stock, designated as Series A Preferred.

On February 21, 2008, in connection with warrants issued to a lender (Note 6), the Company again amended and restated its Certificate of Incorporation to have authority to issue 21,394,094 shares of common stock and 4,490,794 shares of preferred stock, designated as Series A Preferred.

On July 16, 2008, the Company entered into and executed the Series B Preferred Stock Purchase Agreement (“Series B Agreement”). Under the terms of Series B Agreement, the Company amended and restated its Certificate of Incorporation to have authority to issue 27,000,000 shares of common stock and 4,318,983 shares of additional preferred stock, all of which are designated as Series B Preferred Stock (“Series B Preferred”). The Company sold the Series B Preferred to investors for $11,500,837 and converted $1,303,098 of outstanding debt and accrued interest into Series B Preferred shares.

On December 10, 2010, in connection with warrants issued to a lender (Note 6), the Company again amended and restated its Certificate of Incorporation to have authority to issue 27,197,985 shares of common stock and 4,516,968 shares of preferred stock, designated as Series B Preferred.

The Series A Preferred and Series B Preferred are convertible into common stock at the holder’s option at the defined conversion ratio of 1:1. All outstanding shares of Series A Preferred and Series B Preferred automatically convert into common stock upon the affirmative vote of at least seventy percent of outstanding Series A Preferred and Series B Preferred or the consummation of a firmly underwritten public offering, as defined. The Series A Preferred and Series B Preferred have voting rights equivalent to the number of shares of common stock into which it is convertible. The holders of Series A Preferred and the holders of Series B Preferred are both entitled to elect one member each to the Company’s Board of Directors.

12

Insider Guides, Inc.

Notes To Unaudited Financial Statements

September 30, 2011

The holders of common stock are entitled to elect two members to the Company’s Board of Directors. Any additional Directors are elected by holders of common stock, Series A Preferred and Series B Preferred. The holders of Series A Preferred and Series B Preferred are entitled to receive dividends of $.0601 and $.1824, respectively, per share per annum, if declared by the Board of Directors prior and in preference to the common stock holders. In addition, the holders of the Series A Preferred and Series B Preferred are entitled to a liquidation preference equal to the original purchase price of $1.0023 and $3.04, respectively, per share plus any accrued unpaid dividends in the event of a liquidation, as defined.

In connection with the sale of the Series B Preferred, the Company and its common and preferred shareholders have entered into a Right of First Refusal and Co-Sale Agreement dated July 15, 2008, which supersedes the prior Right of First Refusal and Co-Sale Agreement dated October 30, 2006, whereby the parties have the first right of refusal to purchase the stock of a shareholder who has a bona fide purchaser of their shares.

 8.       Stock Options

On October 30, 2006 the Company adopted the 2006 Equity Incentive Plan (the “2006 Plan”). Under the 2006 Plan, the Company may grant incentive stock options (“ISO’s”), non-qualified stock options (“NSO’s”), restricted stock awards, stock bonus awards, stock appreciation rights, restricted stock units and performance shares to selected employees and non-employee directors. At September 30, 2011, 4,540,395 shares of the Company’s common stock were authorized for issuance under the 2006 Plan for stock option awards. ISO’s granted under the 2006 Plan become exercisable over a four-year period beginning one year from the grant date and expire ten years after the date of grant. NSO’s granted under the 2006 Plan vest and shall become exercisable as determined by the Board of Directors. Options granted to date have been granted at exercise prices ranging from $0.24 to $1.83 per share.

The Company uses the Black-Scholes option pricing model to measure the grant date calculated value of stock options that uses the assumptions noted in the table below. The options generally vest over the requisite service period, which is equal to the option vesting period of 4 years for ISO’s and 2 years for NSO’s. Generally, the Company uses expected volatilities and risk free interest rates that correlate with the expected term of the option when estimating the option’s fair value. The Company utilizes the simplified method to estimate the expected life of the option, which is equal to the average of the vesting term and contractual term. Expected volatility is based on historical volatility of the stock prices of comparable companies and the risk free interest rate is based on bond yields with equivalent terms. The Company used assumptions as set forth in the following table:

	ISO’s – September 30,		NSO’s – September 30,
	2011	2010	2011	2010
Expected volatility range	44.6-45.2%	46.0-46.4%	45.6-50.7%	56.0-64.6%
Dividend yield	-	-	-	-
Expected life, years	6.1	6.1	8.4-8.7	8.0-9.9
Risk free interest rate	1.8-2.5%	2.7-2.8%	2.8-3.3%	3.2-3.9%

13

Insider Guides, Inc.

Notes To Unaudited Financial Statements

September 30, 2011

The following is a summary of the Company’s stock option activity and related information for the nine month period ended September 30, 2011 and 2010:

	Nine Months Ended September 30, 2011
	Number Of Common Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (In Years)
Outstanding at the beginning of the period		3,777,419		$	0.43		7.63
Granted		407,500			1.35		9.92
Cancelled or forfeited		(10,718	)		0.27		6.10
Exercised		(279,437	)		0.49		8.59
Outstanding at the end of the period		3,894,764		$	0.54		7.84
Exercisable at the end of the period		2,813,405		$	0.22		6.69

	Nine Months Ended September 30, 2010
	Number Of Common Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (In Years)
Outstanding at the beginning of the period		3,255,722		$	0.39		7.91
Granted		636,245			0.58		9.64
Cancelled or forfeited		(97,285	)		0.33		7.43
Exercised		(86,009	)		0.51		8.68
Outstanding at the end of the period		3,708,673		$	0.40		7.05
Exercisable at the end of the period		2,154,560		$	0.31		6.38

The weighted average grant-date fair value of options granted during the nine month periods ended 2011 and 2010 was $0.42 and $0.28 each for ISO’s, respectively.  There were no NSO’s granted in the nine month periods ended September 30, 2011 and 2010. The total intrinsic value of options exercised during the nine month periods ended September 30, 2011 and 2010 was $1,962 and $27,254 for ISO’s, respectively, and $0 for NSO’s, for the nine month periods ended September 30, 2011 and 2010.

14

Insider Guides, Inc.

Notes To Unaudited Financial Statements

September 30, 2011

As of September 30, 2011 and December 31, 2010, respectively, there was unrecognized compensation expense of $363,008 and $309,160 related to nonvested share-based compensation arrangements for ISO’s and $592 and $5,882 for NSO’s under the 2006 Plan. The unrecognized compensation expense at September 30, 2011 is expected to be recognized over a period of 3.27 years for the ISO’s.

Cash received from the exercise of options under the 2006 Plan for the nine month periods ended September 30, 2011 and 2010 was $2,891 and $32,647 respectively.

9.       Commitments And Contingencies

Operating Leases

The Company conducts its operations in leased facilities. The leases provide for renewal options. The facility leases represent operating leases and, accordingly, rent expense is charged to operations as incurred. The total lease expense was $381,872 and $346,595 for the three month periods ended September 30, 2011 and 2010, respectively, and $1,131,578 and $1,040,828 for the nine month periods ended September 30, 2011 and 2010, respectively.

As of September 30, 2011, the future minimum rental payments due under noncancelable operating leases are as follows:

Years ending December 31:
2011	$	353,375
2012		1,325,650
2013		653,085
2014		437,762
2015		448,706
2016		459,923

10.      Concentration Of Credit Risk

The Company maintains cash with financial institutions. At times throughout the period, amounts on deposit exceeded federally insured limits. As of September 30, 2011 and December 31, 2010, the Company’s uninsured cash balances totaled $7,821,109 and $7,630,575, respectively. Management believes the risk of loss is minimal.

11.      Subsequent Events

On November 10, 2011, the Company merged with Quepasa Corporation and is now a wholly-owned subsidiary. In connection with the merger, security holders of the Company received $18 million of cash and 17 million shares of Quepasa common stock, without giving effect to cash paid for fractional shares. The convertible preferred stock Series A and Series B, options and warrants referred to in these notes are no longer outstanding.

15

EX-99.2

Exhibit 99.2

QUEPASA CORPORATION AND SUBSIDIARIES

Unaudited Pro Forma Financial Information

The following presents our unaudited pro forma financial information for the nine months ended September 30, 2011 and the year ended December 31, 2010.  The pro forma statement of operations for the year ended December 31, 2010 gives effect to the proposed Merger of myYearbook into IG Acquisition Company, a wholly-owned subsidiary of Quepasa, and the completed acquisition of XtFt Games S/S Ltda or XtFt, the owner of substantially all of the assets of TechFront Desenvolvimento de Software S/S Ltda, a Brazilian company or TechFront, as if the Merger and acquisition, respectively, had occurred at January 1, 2010. The unaudited pro forma statement of operations for the nine months ended September 30, 2011 gives effect to the business combination of myYearbook as if the Merger had occurred at January 1, 2011. The unaudited pro forma balance sheet as of September 30, 2011 has been prepared as if the proposed Merger of myYearbook occurred on that date. As XtFt was formed in 2011, TechFront financial information was used in the preparation of the pro forma financial statements as the acquired company. The TechFront financial information does not necessarily reflect assets acquired and liabilities assumed by Quepasa when it purchased all outstanding XtFt common stock.  The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable.

The unaudited pro forma financial information is for informational purposes only and does not purport to present what our results would actually have been had these transactions actually occurred on the dates presented or to project our results of operations or financial position for any future period.  You should read the information set forth below together with the unaudited significant notes and assumptions to the pro forma statements, and the Annual Report of Quepasa on Form 10-K for the fiscal year ended December 31, 2010, and the quarterly report of Quepasa on Form 10-Q for the nine months ended September 30, 2011, which is incorporated by reference in this Form 8-K/A, the audited financial statement of myYearbook for the years ended December 31, 2010 and 2009 included in this Form 8-K/A, the unaudited financial statements of myYearbook for the nine months ended September 30, 2011 included in this Form 8-K/A, and the audited financial statements of TechFront for the year-ended December 31, 2010 and 2009 including the notes thereto, included in the Form 8-K/A filed on May 13, 2011.

QUEPASA CORPORATION AND SUBSIDIARIES

Unaudited Pro Forma Balance Sheet

September 30, 2011

	Historical
	Acquirer			Acquiree Insider			Pro forma Adjustments						Combined
	Quepasa			Guides, Inc.			Debit			Credit			Pro forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	14,448,947		$	8,530,190			6,557,000	1		18,000,000	3	$	8,036,137
		-			-						3,500,000	4		-
Accounts receivable, net		3,197,202			6,740,930									9,938,132
Notes receivable - current portion		469,199			-									469,199
Restricted cash		275,000			-									275,000
Other current assets		193,010			969,398									1,162,408
Total current assets		18,583,358			16,240,518									19,880,876
Goodwill		3,887,974			-			67,939,263	3					71,827,237
Property and equipment, net		621,829			3,890,671									4,512,500
Intangible assets		-			1,750,659			8,000,000	3					9,750,659
Notes receivable - long-term portion		-			-									-
Other assets		157,149			80,582									237,731
Total assets	$	23,250,310		$	21,962,430								$	106,209,003
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	619,860			1,908,996									2,528,856
Accrued expenses		881,098			454,995									1,336,093
Accrued dividends		219,455			-									219,455
Deferred revenue		185,768			60,049									245,817
Unearned grant income		9,838			-									9,838
Current portion of long-term debt		-			2,596,431									2,596,431
Total current liabilities		1,916,019			5,020,471									6,936,490
Notes payable, net		6,721,087			2,801,222									9,522,309
Total liabilities		8,637,106			7,821,693									16,458,799
STOCKHOLDERS’ EQUITY:
Preferred stock, Series A (4,490,794 shares authorized, 4,096,700 issued, and outstanding) liquidation preference $4,106,122		-			4,097			4,097	3				$	-
Preferred stock, Series B (4,516,968 shares authorized, 4,318,983 issued and outstanding) liquidation preference $13,129,708		-			4,319			4,319	3					-
Preferred Voting Convertible stock, Series A, $.001 par value; 5,000,000 shares authorized, 1,000,000 issued, and outstanding.		1,000			-			1,000	2					-
Preferred Voting Convertible stock, Series A-1, $.001 par value; 1,000,000 shares issued.											1,000	1		1,000
Common stock, $.001 par value; 50,000,000 shares authorized; 16,670,781 shares issued and outstanding at September 30, 2011, 35,043,014 shares issued and outstanding as affected for Merger.		16,672			-									35,588
Common stock, $.001 par value; 1,397,233 shares to be issued		-			-						1,480	2		-
Common stock, $.001 par value; 17,000,000  shares issued.		-			-						17,000	3		-
Common stock, $.001 par value; 436,134 shares issued.		-			-						436	1		-
Common stock, $.001 par value 27,197,985 shares authorized 12,256,757 shares issued and outstanding at September 30,2011		-			12,376			12,376	3				$	-
Additional paid-in capital		188,444,951			20,107,111						6,555,564	1		267,063,035
								480	2
											51,955,889	3
Accumulated deficit		(173,446,141	)		(5,987,166	)					5,987,166	3		(176,946,141	)
								3,500,000	4
Accumulated other comprehensive income		(403,278	)											(403,278	)
Total shareholders' equity		14,613,204			14,140,737									89,750,204
Total liabilities and  shareholders' equity	$	23,250,310		$	21,962,430		$	86,018,535		$	86,018,535		$	106,209,003

See Unaudited Significant Notes and Assumptions to Pro Forma Financial Statements.

2

QUEPASA CORPORATION AND SUBSIDIARIES

Unaudited Pro Forma Statement of Operations for the Nine Months Ended

September 30, 2011

	Historical						Pro forma
	Acquirer			Acquiree Insider			Adjustments				Combined
	Quepasa			Guides, Inc.			Debit (Credit)				Pro forma
REVENUES	$	5,554,311		$	21,388,599						$	26,942,910
OPERATING EXPENSES:
Sales and marketing		877,498			3,846,276							4,723,774
Product and content development		5,398,556			3,485,349							8,883,905
Games expenses		969,197										969,197
General and administrative		4,720,962			11,407,551							16,128,513
Depreciation and amortization		494,837			2,277,169			2,000,000		4		4,772,006
TOTAL OPERATING EXPENSES		12,461,050			21,016,345							35,477,395
INCOME  (LOSS) FROM OPERATIONS		(6,906,739	)		372,254							(8,534,485	)
OTHER INCOME (EXPENSE):
Interest income		49,460			16,514							65,974
Interest expense		(452,985	)		(458,115	)						(911,100	)
Other income		1,718			0							1,718
TOTAL OTHER INCOME (EXPENSE)		(401,807	)		(441,601	)						(843,408	)
LOSS BEFORE INCOME TAXES		(7,308,546	)		(69,347	)						(9,377,893	)
Income tax provision		0			(50,456	)						(50,456	)
NET LOSS		(7,308,546	)		(119,803	)						(9,428,349	)
Preferred stock dividends		(40,705	)									(40,705	)
Net LOSS ALLOCABLE TO COMMON SHAREHOLDERS	$	(7,349,251	)	$	(119,803	)	$	(2,000,000	)		$	(9,469,054	)
NET LOSS PER COMMON SHARE, ALLOCABLE TO COMMON SHAREHOLDERS, BASIC AND DILUTED	$	(0.45	)				$	(0.06	)		$	(0.27	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED		16,248,978						35,165,061				35,165,061

See Unaudited Significant Notes and Assumptions to Pro Forma Financial Statements.

3

QUEPASA CORPORATION AND SUBSIDIARIES

Unaudited Pro Forma Statement of Operations for the Year Ended

December 31, 2010

	Historical						Acquiree			Pro forma
	Acquirer			Acquiree			Insider			Adjustments				Combined
	Quepasa			TechFront			Guides, Inc.			Debit (Credit)				Pro forma
REVENUES	$	6,054,141		$	1,226,271		$	23,664,405						$	30,944,817
OPERATING EXPENSES:
Sales and marketing		891,980			18,497			2,690,309							3,600,786
Product and content development		4,774,694			1,435,843			3,948,385							10,158,922
General and administrative		6,123,083			364,777			12,306,939							18,794,799
Depreciation and amortization		319,779			0			2,953,307			2,666,667		5		6,167,936
											36,607		6
											191,576		7
TOTAL OPERATING EXPENSES		12,109,536			1,819,117			21,898,940							38,722,443
INCOME  (LOSS) FROM OPERATIONS		(6,055,395	)		(592,846	)		1,765,465							(7,777,626	)
OTHER INCOME (EXPENSE):
Gain on sale of assets		0			0			1,895,000							1,895,000
Interest income		6,229			1			25,797							32,027
Interest expense		(603,609	)		(211,423	)		(512,010	)						(1,327,042	)
Other income		2,125			0										2,125
TOTAL OTHER INCOME (EXPENSE)		(595,255	)		(211,422	)		1,408,787							602,110
LOSS BEFORE INCOME TAXES		(6,650,650	)		(804,268	)		3,174,252							(7,175,516	)
Income tax provision		0			(112,914	)		(102,954	)						(215,868	)
NET LOSS		(6,650,650	)		(917,182	)		3,071,298							(7,391,384	)
Preferred stock dividends		(111,500	)		0										(111,500	)
NET LOSS ALLOCABLE TO COMMON SHAREHOLDERS	$	(6,762,150	)	$	(917,182	)	$	3,071,298		$	(2,894,850	)		$	(7,502,884	)
NET LOSS PER COMMON SHARE, ALLOCABLE TO COMMON SHAREHOLDERS, BASIC AND DILUTED	$	(0.52	)							$	(0.09	)		$	(0.23	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED		13,117,845									32,382,651				32,382,651

See Unaudited Significant Notes and Assumptions to Pro Forma Financial Statements.

4

Quepasa Corporation

Significant Notes and Assumptions to Pro-forma Financial Statements

(Unaudited)

On March 2, 2011, we completed a business acquisition of XtFt through a Stock Purchase Agreement. Prior to the acquisition date, XtFt was formed and it acquired substantially all of the assets and assumed certain liabilities of TechFront.

On November 10, 2011, Quepasa Corporations completed its merger with Insider Guides, Inc., which owns and operates the social networking site myyearbook.com and is referred to herein as “myYearbook” in accordance with the terms of the Agreement and Plan of Merger, dated as of  July 19, 2011, as amended, by and among Quepasa, IG Acquisition Company (“Merger Sub”), a wholly-owned subsidiary of Quepasa, and myYearbook.  Pursuant to the Merger Agreement, myYearbook merged with and into Merger Sub, with Merger Sub continuing after the merger as the surviving corporation (the “Merger”). In connection with the Merger, Quepasa paid $18 million in cash to myYearbook securities holders and issued them 17 million shares of Quepasa common stock.

On September 20, 2011, the Company sold 1,000,000 shares of Series A Convertible Preferred Stock (“Series A”) to Harvest Small Cap Partners Master, LTD. and Harvest Small Cap Partners, LP (“Harvest”) for $5,000,000.  The Series A shares were converted to common stock on November 14, 2011, at Harvest’s option, into a total of 1,479,949 shares of Quepasa’s common stock, at a purchase price per share of common stock of approximately $3.38.

In connection with the closing of the Merger, the Company sold 1,000,000 shares of Series A-1 Preferred Stock (“Series A-1”) to Mexicans & American Trading Together, Inc. (“MATT”) for $5,000,000.  MATT is a current shareholder of the Company.  The Series A-1 shares are convertible, at MATT’s option, into a total of 1,479,948 shares of Quepasa’s common stock, at a purchase price per share of common stock of approximately $3.38.  On November 10, 2011, Quepasa entered into Securities Purchase Agreements (“the Agreements”) with three institutional investors and agreed to sell a total of 436,134 shares of common stock to these investors for cash proceeds of $1,557,000 at a price per share of $3.57. The Agreements closed on the same day.

The accompanying unaudited pro-forma financial information reflects the financial statements of Quepasa, myYearbook and TechFront. The pro forma adjustments to the balance sheet give effect to the acquisition of myYearbook as if it occurred on September 30, 2011. The pro forma adjustments to the statements of operations for the nine months ended September 30, 2011 give effect to the myYearbook acquisition as if it occurred on January 1, 2011.  The pro forma adjustments to the statements of operations for the year ended December 31, 2010 give effect to the myYearbook and XtFt acquisitions as if they occurred on January 1, 2010.

Significant Assumptions Include:

The myYearbook financial statements do not necessarily reflect assets acquired and liabilities assumed at the closing date of the Merger, will be subject to valuation and purchase price allocation, and may differ substantially from the estimates provided in preparing the pro-forma financial statements.

The TechFront financial information does not necessarily reflect assets acquired and liabilities assumed in the Quepasa’s acquisition.

For purposes of preparing the pro-forma financial statements, the value of the 17,000,000 shares issued to myYearbook security holders was calculated by using the $4.24 closing price of Quepasa’s common stock on November 9, 2011.

5

Quepasa Corporation

Significant Notes and Assumptions to Pro-forma Financial Statements

(Unaudited)

XtFt’s owners were issued 348,723 shares of common stock under the Stock Purchase Agreement.

We have estimated $3,500,000 transaction costs to be incurred by both parties associated with the myYearbook acquisition, approximately $800,000 for Quepasa and $2,700,000 for myYearbook respectively, which are reflected as an adjustment to accumulated deficit at September 30, 2011. Quepasa and myYearbook incurred approximately $788,000, and $544,000 of transaction costs recorded as general and administrative expenses for the nine months ended September 30, 2011, respectively.   

The myYearbook purchase price was allocated, for the purposes of the pro forma presentation only, first to record identifiable assets and liabilities at estimated fair value and the remainder to goodwill as follows:

Cash and cash equivalents	$	8,530,190
Accounts receivable		6,740,930
Property and equipment		3,890,671
Intangible assets		9,750,659
Other current and other assets		1,049,980
Total assets acquired		29,962,430
Accounts payable and accrued liabilities		(2,424,040	)
Notes Payable		(5,397,653	)
Total liabilities assumed		(7,821,693	)
Goodwill		67,939,263
Total purchase price	$	90,080,000

The valuation of myYearbook assets and liabilities disclosed above is subject to the completion of a valuation study and procedures.  The fair market value of the myYearbook assets and liabilities at the date of acquisition could differ substantially, impacting the purchase price allocation.

Intangible assets of myYearbook represent customer contracts, intellectual properties, and trademark license recorded at estimated fair value and are amortized using straight-line method over the estimated life of three years. The fair market value of myYearbook intangible assets could differ substantially after the completion of the valuation of assets and purchase price allocation at the date of acquisition. Amortization of myYearbook intangible assets was determined giving effect to the acquisition as if it occurred on January 1, 2010 and January 1, 2011, respectively, on the pro forma statements of operations for the year ended December 31, 2010 and the nine months ended September 30, 2011.

Other assets from the XtFt acquisition represent customer contracts recorded at fair value and are amortized using straight-line method over the life of the individual contract. Amortization of XtFt customer contracts and depreciation of property and equipment have been given effect to the acquisition as if it occurred on January 1, 2010 pro forma statements of operations for the year ended December 31, 2010

6

The following reflect the pro forma adjustments at September 30, 2011 and for the nine months ended September 30, 2011 and for the year ended December 31, 2010:

QUEPASA CORPORATION AND SUBSIDIARIES

Unaudited Pro forma Adjustments for September 30, 2011 and the nine months then ended and for the year ended December 31, 2010.

		Debit		Credit
1	Cash		6,557,000
	Preferred Convertible Stock, Series A-1				1,000
	Common Stock				436
	Additional Paid in Capital				6,555,564
	To record the proceeds from the sale of Series A-1 preferred shares to MATT, INC. and common stock to Tradewinds Master Fund (BVI). Ltd., Brio Capital LP and Next View Capital LP.
2	Preferred Convertible Stock, Series A		1,000
	Common Stock				1,480
	Additional Paid in Capital		480
	To record the conversion of Series A Preferred Convertible Stock.
3	Goodwill		67,939,263
	Intangible assets		8,000,000
	Preferred Stock, Series A		4,097
	Preferred Stock, Series B		4,319
	Common Stock - myYearbook		12,376
	Cash				18,000,000
	Additional Paid in Capital				51,955,889
	Accumulated Deficit				5,987,166
	Common Stock				17,000
	Addition paid in capital - common stock issuance
	To adjust to fair market value the assets acquired and liabilities assumed pursuant to the proposed Merger Agreement and record common stock issuance and the cash paid as consideration
4	Cash				3,500,000
	Accumulated deficit - Fees		3,500,000
	To record non-recurring expenses incurred for the acquisition
5	Amortization expense		2,000,000
	Accumulated amortization				2,000,000
	To record amortization of intangibles allocated from myYearbook proposed acquisition for the nine month ended September 30, 2011.
6	Amortization expense		2,666,667
	Accumulated amortization				2,666,667
	To record 2010 annual amortization of intangibles allocated from myYearbook proposed acquisition.
7	Depreciation expense		36,607
	Accumulated depreciation				36,607
	To record 2010 annual amortization on tangible assets acquired with the XtFt acquisition
8	Amortization Expense		191,576
	Accumulated amortization				191,576
	To record 2010 annual amortization of customer contracts acquired with the XTft acquisition
	Total	$	90,913,385	$	90,913,385

See Unaudited Significant Notes and Assumptions to Pro Forma Financial Statements.

7