SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
May 3, 2002
quepasa.com, inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-25565 86-0879433
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) I.D. Number)
5150 North 16th Street, Suite B-145
Phoenix, Arizona 85016
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(Address of principal executive offices)
Registrant's telephone number, including area code: (602) 264-7916
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 3, 2002 the Registrant dismissed KPMG LLP ("KPMG") as its auditors
and retained Ehrhardt Keefe Steiner & Hottman, P.C. ("EKSH") as its new
auditors.
With respect to the change of auditors from KPMG to EKSH:
(i) KPMG was dismissed pursuant to resolution of the Registrant's Board of
Directors. KPMG did not resign nor decline to stand for reelection.
(ii) The audit reports of KPMG on the consolidated financial statements of
the Registrant and subsidiaries as of and for the years ended December 31, 2001
and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles, except as follows:
KPMG's report on the consolidated financial statements of the Registrant
and subsidiaries as of and for the years ended December 31, 2001 and 2000
contained a separate paragraph stating that "as discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring losses
from operations, has an accumulated deficit, has been unable to successfully
execute its business plan, has continued to use cash in its operating
activities, and is considering alternatives, including liquidation, for the
Company that raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 2. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty."
(iii) The decision to retain the services of EKSH was approved by the Board
of Directors of the Registrant.
(iv) In connection with the audits of the Registrant's two fiscal years
ended December 31, 2001, and the subsequent interim period through May 3, 2002,
there were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused them
to make reference in connection with their opinion to the subject matter of the
disagreement.
The Registrant has provided KPMG with a copy of the disclosures contained
in this Report and has requested that KPMG furnish the Registrant with a letter
addressed to the Commission stating whether it agrees with the statements made
by the Registrant in response to Regulation S-K Item 304(a). A copy of the KPMG
letter is included as Exhibit 16.1 to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
16.1 Letter from KPMG LLP.
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.com, inc.
(Registrant)
By: /s/ Jeffrey S. Peterson
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Jeffrey S. Peterson,
Chief Executive Officer
Dated: May 10, 2002