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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YOR K MONTOYA et . al Plaintiffs, vs . MAMMA.COM INC . et. al Defendants .

This Document Relates To : All Actions Consolidated Civil Action Case No . 1 :05-cv-02313 (HB ) Jury Trial Demande d

CONSOLIDATED AMENDED CLASS ACTION COMPLAIN T Lead plaintiffs, Robert Witkowski, Vivian Salem, Rocco Porreco, Kenneth Callenius, an d Jyuthika Golakia (collectively, the "Lead Plaintiffs"), individually and on behalf of all othe r persons similarly situated, by their undersigned attorneys, allege upon personal knowledge as t o themselves and their own acts, and as to all other matters, based upon an investigation made b y their attorneys that included, among other things : (i) interviews of former employees o f Mamma.com, Inc . ("Mamma .com" or the "Company") and its corporate predecessors ; (ii) interviews of individuals who had business dealings with Mamma .com ; (iii) review an d analysis of the public filings of Mamma .com, including its filings with the Securities an d Exchange Commission ("SEC"); and (iv) review and analysis of news articles, press releases , and analyst reports by or relating to Mamma .com. Given the self-concealing behavior typical o f a case involving a market manipulation conspiracy, Lead Plaintiffs believe that furthe r evidentiary support for the allegations set forth below will exist after a reasonable opportunit y for discovery.

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NATURE OF THE ACTION AND SUMMARY OF ALLEGATION S 1 . Lead Plaintiffs bring this action as a class action on behalf of themselves and on behalf of all other purchasers of Mamma .com common stock between March 2, 2004, an d continuing through and including February 16, 2005, (the "Class Period") to recover damage s caused by Defendants' violations of the anti-fraud provisions of the federal securities laws . Members of the Class (as defined infra) include purchasers of Mamma .com common stock during the Class Period, including, but not limited to, those persons who traded in Mamma .com common stock on the NASDAQ SmallCap Stock Market (under the symbol "MAMA") and the Third Market Segment of the Frankfurt and Berlin stock exchanges in Germany (under th e symbol "MAMA .F") 2. Throughout the Class Period, Mamma .com was a company that purported to provide information retrieval on the Internet through its "metasearch engine ." The Company promoted its Internet search engine as making it easier and faster for people to find informatio n on the Internet, and stated that, "Mamma.com The Mother of All Search Engines is one of th e most popular metasearch engines in the Internet ." Despite Defendants' claims, however ,

throughout the Class Period Mamma .com was only a marginal player in the Internet searc h business and accounted for only 0 .1% of U .S .-based Internet searches . This compared to 94% for the top four search engines: Google, Yahoo, America Online, and the Microsoft Network. 3. Unbeknownst to investors, throughout the Class Period, Mamma. com was secretly controlled, influenced and/or owned by Irving Kott (Defendant Kott), a notoriou s Canadian stock swindler with a long history of criminal activity and stock fraud . Some of th e highlights of Defendant Kott's criminal career included : (i) in 1976, a guilty plea to stock frau d for a scheme involving Somed Mines Ltd ., which resulted in an extraordinary fine of $500,00 0

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(Canadian) ; (ii) in 1990, a settlement with Dutch regulators for operating a boiler-room tha t illegally bilked investors out of 100 million British pounds, in connection with the promotion o f shares of a company that Defendant Kott's brokers falsely claimed had invented a machine tha t could extract gold from seawater ; and (iii) in 2004, a plea bargain with the SEC relating to concealment of his ownership of J .B. Oxford Inc ., which resulted in a $1 million fine and five years of probation for the elderly Kott . 4 . Defendants failure to disclose Defendant Kott's ownership, influence and control over Mamma .com operated as a fraud and deceit on purchasers of shares of the Company during the Class Period . In addition to violating specific reporting requirements of the Exchang e Act and certain rules promulgated thereunder, the failure to disclose Defendant Kott's ownershi p or control over the Company resulted in Defendants' knowing or reckless misrepresentations as to: (i) the true ownership of Mamma .com; (ii) the role of Mamma .com's management and board of directors in exercising leadership over the Company; (iii) the adequacy of Mamma .com' s internal controls and risk disclosures ; (iv) the Company's compliance with its published ethica l standards; (v) Mamma .com's compliance with securities laws and regulations ; and (v) the true risks of investing in the Company . Not only were Defendants aware of the foregoing but , throughout the Class Period and in violation of the law, Defendants actively concealed thes e facts from investors . 5 . In fact, rather than disclose Defendant Kott's controlling influence an d ownership of the Company, throughout the Class Period Defendants consistently issue d materially false and misleading statements about Mamma .com and its relationship with Defendant Kott including, for example, the following : In a Mamma .com press release published April 6, 2004, Defendants falsely stated, "We are confident that all information and disclosures ar e 3
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fully compliant with all applicable accounting practices and all SEC and other regulatory disclosure requirements ." In Mamma.com's Form 20-F filed by Defendants with the SEC on May 27, 2004, Defendants falsely stated, " To the knowledge of the Company, the Company is not directly or indirectly owned or controlled by another corporation (s), by any foreign government or by any other natural or legalperson(s), whether severally or jointly acting as a "group" within the meaning of the United States Securities Exchange Act of 1934, as amended ." In Mamma .com's "Code of Ethics," attached to the Form 20-F filed by Defendants with the SEC on May 27, 2004, Defendants falsely stated, "We are committed to the highest ethical standards because we want people to know they can trust us ." In a Securities Purchase Agreement attached to Mamma .com's Form 6-K filed by Defendants with the SEC on July 8, 2004, Defendants falsely stated that, "The Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13 or 15(d) thereof." 6. In accordance with Defendants' scheme and illegal course of conduct, the publication and dissemination of materially false and misleading statements about Mamma .co m had the effect of artificially inflating the price of the Company's shares . As evidence of this , during the Class Period, the price of Mamma .com stock skyrocketed to a high of $17 .49 per share in April of 2004, compared to an average price of $2 .95 per share during the year prior to the Class Period . Also, as a result of Defendants' publication of materially false and misleadin g information about the Company, during the Class Period trading volume of Mamma.com share s sometimes exceeded 68 million shares - - an extraordinary trading volume for a company wit h only about 6 .5 million shares outstanding at the time . 7. In fact, it was the unusual trading activity in Mamma .com shares that prompted the Securities and Exchange Commission to commence an investigation into the Company, beginning on or about April 2004, soon after the inception of the Class Period . Faced

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with the SEC investigation, however, throughout the Class Period, Defendants consistentl y represented to the public that they had not failed to disclose the mate ri al fact of Defendant Kott' s connection to the Company by stating that they were "confident that all information an d disclosures are fully compliant with all applicable accounting practices and all SEC and othe r regulatory disclosure requirements" and that the "Company is not aware of any non-public information that might bear upon the recent activity in the market for the Company's commo n stock " 8 . During the Class Period, the Individual Defendants also took advantage o f the artificial inflation in the price of Mamrna .com's shares, the effectiveness of their fals e representations that they had fully complied with the SEC investigation into the Company, and their concealment of Defendant Kott's influence over and ownership in the Company by al l racing to the market to liquidate over 40% of their privately-held Mamma .com stock . Defendants' reported sales all occurred at times that were suspicious because of their proximity to Defendants' publication and dissemination of materially false and misleading statements . Moreover, as further evidence of Defendants' fraudulent scheme and illegal course of conduct, at no time during the Class Period did any of the Defendants purchase any Mamma.com stock o n the open market . ' 9 . In addition to the personal financial benefits that accrued to the Individua l Defendants, and presumably Defendant Kott, Defendants were also motivated to perpetuate thei r fraud and illegal course of conduct because it enabled Defendants to use shares of Mamma .com

1 Because Kott and the Individual Defendants actively concealed Kott's ownership and control over Mamma.com, Plaintiffs cannot at this time quantify the full scope of the financial benefits that accrued to Kott and/or the Individual Defendants from any insider trading of Mamma .com stock they held that they did not report to the SEC as required by law .

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to acquire the assets of other companies . As evidence of this, during the Class Period, Defendants announced two acquisitions, both involving the use of Mamma .com's artificially inflated stock as currency . In addition, during the Class Period, Mamma .com also engaged in a private placement of Company stock and warrants that purportedly provided the Company with at least $16 .6 million in working capital that was crucial to its operational and financial well being. 10 . It was only on or about February 16, 2005, however, that investors bega n to learn the truth about the Company that Defendants had actively concealed from them during the Class Period. On that date Defend ants revealed that P ricewaterhouseCoopers LLP ("PwC") had refused Mamma.com's 2004 audit engagement . At that time, investors also lea rned that Mamma.com had begun an "independent investigation " into news reports that an individual and persons acting jointly or in conce rt with Defendant Kott had a controlling influence on the Company as a result of undisclosed shareholdings . 11 . Investors' reaction to these belated disclosures was swift and punitive . Upon resumption of trading on February 16, 2005, shares of the Company fell precipitously - falling over 40%, to a low of $3 .66 per share, compared to the prior day's close of $6 .28 per share . This share price decline also represented a decline of almost $14 .00 per share, compared to the Class Period high of almost $17 .50 per share reached in April 2004 . 12 . As investors have also now learned, on April 12, 2005, Mamma .com revealed that the SEC's "informal investigation" into Defendant Kott's undisclosed influence and ownership of the Company had been converted to a more serious "formal investigation ." The upgrade in the status of the SEC's investigation followed almost a full year of document review and information gathering . This upgrade would not have occurred if the SEC had no t

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uncovered additional adverse information about the Company . Presumably, the informatio n uncovered by the SEC which led to the commencement of their formal investigation is similar to , or the same as, the information now uncovered by the investigation of Lead Plaintiffs' counse l regarding the relationship of Defend ant Kott to the Company, as specified with particularity below .

JURISDICTION AND VENUE 13 . The claims asserted herein arise under and pursuant to Sections 10(b) an d 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U .S.C. 78j(b) and 78t(a), and Rule IOb-5, 17 C .F.R. 240 .1 Ob-5 promulgated thereunder . 14 . This Court has jurisdiction over the subject matter of this action pursu ant to Section 27 of the Exchange Act, 15 U .S .C. 78aa, and 28 U .S .C. 1331 and 1337 . 15 . Venue is proper in this District pursuant to Section 27 of the Exchange Act, and 28 U .S.C. 1391(b) . Many of the acts charged herein , including the preparation and dissemination of materially false and misleading information, occurred in substantial part in thi s District. 16. In connection with the acts alleged in this Complaint, Defendants, directl y or indirectly, used the means and instrumentalities of interstate commerce, including, but no t limited to, the United States mails, interstate telephone communications and the facilities o f national exchanges and markets .

PARTIE S 17. Lead Plaintiffs Robert Witkowski, Vivian Salem, Rocco Porreco, Kenneth Callenius, and Jyuthika Golakia purchased shares of Mamma .com common stock at artificially

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inflated prices during the Class Period and have been damaged thereby. Their certifications have been previously filed with this Court . 18 . Defendant Mamma .com is an Ontario, Canada corporation with it s executive offices and principal place of business located at 388 St . Jacques Street West, 8th and 9th Floors, Montreal, Quebec Canada, H2Y 1 S 1 . According to the Company's profile, throughout the Class Period, Mamma .com purported to run an Internet "metasearch" site, named Mamma.com. As of March 2004, Mamma .com accounted for approximately 0 .1% of all Internet searches conducted within the United States . During the Class Period, Mamma .com's common stock was actively traded on the NASDAQ SmallCap Stock Market and the Third Market Segment of the Frankfurt and Berlin stock exchanges in Germany, all efficient markets . 19 . Defendant David Goldman ("Goldman") was, at all relevant times , Executive Chairman of the Board of the Company . According to Mamma .com's website, Defendant Goldman has "35 years of senior executive leadership in the mining industry," but the website gives no indication that Defendant Goldman possessed any prior experience running any Internet-related enterprise, much less an Internet search company . Defendant Goldman signed an article of amendment attached to the materially false and misleading Form 20-F filed on May 27, 2004 and was quoted specifically in the materially false and misleading press releases of March 1, 2004 ; April 6, 2004 ; May 12, 2004 ; and June 29, 2004. During the Class Period, Defendant Goldman reported selling 170,000 shares of his personally held Mamma .com stock which shares were gained through the exercise of warrants and options, for total illicit proceeds of at least $1,598,867 .00 . These sales represented over 58% of the shares, warrants, and options held by Defendant Goldman at the beginning of the Class Period . Defendant Goldman did not purchase any shares on the open market during the Class Period .

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20. Defendant Guy Faure ("Faure") was, at all relevant times, President and Chief Executive Officer of the Company . Defendant Faure signed the Certification s accompanying the materi ally false and misleading Form 6-K filed with the SEC on May 17 , 2004 , the materially false and misleading Form 20-F filed with the SEC on May 27, 2004, th e materially false and misleading Form 6-K filed on August 17, 2004, and the materially false an d misleading Form 6-K filed on November 17, 2004 . During the Class Period , Defend ant Faure reported selling 55,000 shares of his privately held Mamma .com stock that he gained through the exercise of options, for total illicit proceeds of more than $470,000 . These sales represented over 45% of the shares, warrants, and options controlled by Defendant Faure at the beginning of th e Class Period . Defendant Faure made no open market purchases during the Class Period . 21 . Defendant Daniel Bertrand ("Bertrand ") was, at all relevant times, Chie f Financial Officer and Executive Vice President of the Company . Defendant Bertrand signed th e materially false and misleading Form 6-K filed with the SEC on May 17, 2004 , along with th e accompanying Certification, the materially false and misleading Form 20-F filed with the SEC on May 27, 2004, along with the accompanying Certification, the materially false and misleadin g Form 6-K filed on July 8, 2004, the materially false and misleading Form 6-K filed on Augus t 17, 2004, along with the accompanying Certification, and the materially false and misleadin g Form 6-K filed on November 17, 2004, and the accompanying Certification . During the Class Period, Defendant Bertrand reported selling 20,000 shares of his personally held Mamma .com stock acquired through the exercise of options, for total illicit proceeds of at least $172,127 .50. The shares sold represented over 40% of the shares, warrants, and options controlled b y Defendant Bertrand at the beginning of the Class Period . Defendant Bertrand made no openmarket purchases during the Class Period .

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22 . Defendants Goldman, Faure, and Bertrand are collectively referred t o herein as the "Individual Defendants ." 23 . Defendant Irving Kott ("Kott"), a convicted stock swindler, secretly controlled Mamma .com during the Class Period . Throughout the relevant time, Defendant Kot t possessed the power to influence and control the activities of Mamma .com . Defendant Kott constitutes a control person under Section 20(a) of the Exchange Act in that he exercised contro l over and participated in the operation of Mamma .com and possessed the power to control the specific activities on which the violations set forth herein are predicated . 24. By reason of his position as the person who secretly controlle d Mamma.com and/or was the controlling shareholder of an entity or entities that had actual or d e facto management, control or direction over Mamma.com, Defendant Kott was a control person and had the power and influence to cause, and did cause, Mamma .com to engage in the unlawfu l conduct complained of herein, including, but not limited to : Mamma .com's active concealmen t of Defendant Kott's involvement with and/or control over Mamma .com and Defendant Kott' s manipulation of the price of Mamma .com stock . 25 . The Individual Defendants, as officers of the Company, are controllin g persons of the Company within the meaning of Section 20(a) of the Exchange Act . By reason o f their positions with the Company, they were able to and did, directly or indirectly, in whole or in material part, control the content of public statements issued by or on behalf of the Company . They participated in and approved the issuance of such statements made throughout the Clas s Period, including the materially false and misleading statements and omissions identified herein . 26. By reason of their positions with the Company, the Individual Defendant s had access to internal Company documents, reports and other information, including the advers e

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non-public information at issue herein, including, but not limited to, Defendant Kott's secret control of Mamma.com and his manipulation, with the Individual Defendants' acquiescence an d assistance, of the Company' s stock p ri ce. As a result of the foregoing, they were responsible for the truthfulness and accuracy of the Company's public statements described herein and knew o r recklessly disregarded the falsity thereof. 27 . The Individual Defendants are liable for the materially false and misleading statements pleaded herein that were issued by or in the name of the Company, a s those statements were each "group-published" information, the result of the collective actions o f the Individual Defendants, each of whom was intimately involved in the day-to-day operations o f Mamma.com . It is appropriate to treat the Individual Defendants as a group and to presume tha t the public filings, press releases, and other public statements complained of herein, are th e product of the collective actions of the narrowly defined group of Individual Defendants . Th e Individual Defendants, by virtue of their high-level positions within Mamma .com, directly and actively participated in the management and day-to-day operations of the Company and wer e privy to confidential non-public information conce rning the business , operations, and ownership of Mamma.com . In addition, the Individual Defendants were involved in drafting, reviewing , and/or disseminating the materially false and misleading statements issued by Mamma .com an d approved or ratified those statements and, therefore, adopted them as their own . 28 . Mamma.com, and the Individual Defendants, as officers of a publicly-hel d company, had a duty to and failed promptly to disseminate truthful and accurate information with respect to Mamma .com and to promptly correct any public statements issued by or on behalf of the Company which had become false and misleading.

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29 . Each of the Defendants knew that the misleading statements and omissions complained of herein would adversely affect the integrity of the market for th e Company's stock and would cause the price of that stock to become artificially inflated o r distorted. Each of the Defendants acted knowingly or in such a manner as to constitute a frau d and deceit upon Lead Plaintiffs and the other members of the Class . 30 . Defendants are liable, jointly and severally, as direct participants in and co-conspirators of, the wrongs complained of herein .

INVESTIGATIVE SOURCE S 31 . Investigative sources who provided information for Lead Counsel' s investigation include the following individuals who have knowledge and information wit h respect to matters referred to herein : a. Brian Shaddick ("Shaddick") : A former close friend and business associate of Defendant Kott who invested money in the Company now known as Mamma .com ; b. Stuart Weinberg ("Weinberg") : A Dow Jones reporter who has written three articles on Mamma .com and investigated Mamma .com's relationship with Defendant Kott; c . Confidential Source No . 1 (CS-1) : An individual who negotiate d directly with Defendant Koff in the final stages of a deal, later aborted, to sell CS-1's company t o the Company now known as Mamma .com ; d . Confidential Source No . 2 (CS-2): A former employee who worked in sales for the Company now known as Mamma .com through 2002 .

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e. Confidential Source No . 3 (CS-3) : A product marketing specialis t who worked for years in Mamma .com's Montreal office (through 2004) and met Defendant Kot t on several occasions ; f. Confidential Source No . 4 (CS-4) : A retired director of the Company now known as Mamma.com ; g. Confidential Source No . 5 (CS-5) : A former employee of th e

Company now known as Mamma .com who worked there as an account executive until 2003 ; and h. Confidential Source No . 6 (CS-6) : A former high-ranking executive of the Company now known as Mamma .com who, before working for the Company , was involved in negotiations to sell a company to Mamma .com .

CLASS ACTION ALLEGATIONS 32 . Lead Plaintiffs bring this action as a class action pursuant to Federal Rul e of Civil Procedure 23(a) and (b)(3) . The Class is defined as all persons and entities who, during the period beginning March 2, 2004, and continuing through and including February 16, 2005, purchased Mamma.com common stock and who suffered damages thereby, including, but no t limited to, those persons who traded in Mamma .com stock on the NASDAQ SmallCap Stock _ Market and/or the Third Market Segment of the Frankfurt and Berlin stock exchanges i n Germany. Excluded from the Class are the Defendants, members of the Individual Defendants ' families, any entity in which any Defendant has a controlling interest or is a parent or subsidiary of or is controlled by the Company, and the officers, directors, affiliates, legal representatives , heirs, predecessors, successors or assigns of any of the Defendants . 33 . The members of the Class are so numerous that joinder of all members i s impracticable . While the exact number of Class members is unknown to Lead Plaintiffs at thi s 13
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time and can be ascertained only through appropriate discovery, Lead Plaintiffs believe there are, at a minimum, thousands of members of the Class who purchased Mamma .com stock during the Class Period . As of February 16, 2004, there were approximately 12 million shares of Mamma .com common stock outstanding . In its own filings, Mamma.com states that th e Company's Common Shares are widely held in the United States, Canada and Europe . Record owners and other members of the Class may be identified from records maintained by Mamma .com or its transfer agent and may be notified of the pendency of this action by mail, using the form of notice similar to that customarily used in securities class actions . 34 . Common questions of law and fact exist as to all members of the Class and predominate over any questions solely affecting individual members of the Class . Among the questions of law and fact common to the Class are : a . whether the federal securities laws were violated by Defendants ' acts as alleged herein; b . whether Mamma .com issued false and misleading statement s during the Class Period ; c . whether the Individual Defendants caused Mamma .com to issu e false and misleading statements during the Class Period ; d . whether Defendants acted knowingly or recklessly in issuing fals e and misleading statements ; e . whether the market price of Mamma .com common stock during the Class Period was artificially inflated or distorted because of Defendants' conduct complained of herein ; and

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f. whether the members of the Class have sustained damages and, i f so, what is the proper measure of damages . 35 . Lead Plaintiffs' claims are typical of the claims of the members of th e Class as Lead Plaintiffs and other members of the Class sustained damages arising out of Defendants' wrongful conduct in violation of the federal securities laws as alleged herein . Lead Plaintiffs, in transacting in Mamma .com securities during the relevant time period, relied upon the integrity of publicly available information on Mamma .com. 36 . Lead Plaintiffs have and will fairly and adequately protect the interests o f the members of the Class . Lead Plaintiffs are ready, willing and able to serve as a representative of the Class in this litigation, including providing testimony at deposition and/or trial if necessary, and have taken significant steps demonstrating this commitment . In addition, Lead Plaintiffs have retained qualified counsel to represent all members of the Class in this action . Lead Plaintiffs have no interests antagonistic to or in conflict with those of the Class . 37 . A class action is superior to all other available methods for the fair an d efficient adjudication of this controversy since joinder of all members is impracticable . Furthermore, as the damages suffered by individual Class members may be relatively small, the expense and burden of individual litigation make it impossible for members of the Class to individually redress the wrongs done to them . There will be no difficulty in the management of this action as a class action .

BACKGROUND ALLEGATION S Mamma.com : A Brief History 38 . Prior to the start of the Class Period, the entity now known a s Mamma .com led a li ttle-noticed, though varied, corporate life . On July 5, 1985, the Compan y 15
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was incorporated as Quartet Management Ltd . On March 18, 1987, the Company's name was changed to Health Care Products, Inc ., then to Celltech Media Inc . on March 25, 1994 . On June 28, 1995, the Company changed its name again to Smartel Communications Corporation until, on July 26, 1996, the Company received shareholder approval to change its name to Intasys Corporation . Finally, on January 6, 2004, the Company changed its name to Mamma .com Inc ., a name it retains as of this date . 39 . In addition to its name changes, prior to the inception of the Class Period, the Company's business model also shifted dramatically several times in a relatively short period . For example, at the time when Internet "incubators," such as CMGI, Inc ., were trading in the stratosphere, the Company purported to act as an incubator of Internet start-up companies and a developer and seller of customer care and mediation software to the telecommunications industry. In February 2001, however, as Internet incubators share prices plummeted to the ground, the Company "announced a moratorium on new incubator activities ." 40 . Thereafter, the Company floundered for some time . On April 9, 2001, the Company received a NASDAQ Staff Determination stating the Company had failed to comply with the minimum bid price requirement for continued listing and as a result, was subject to delisting from the NASDAQ SmallCap Market . After engineering a 10 for 1 reverse split of its common stock, the Company restored its standing on the NASDAQ SmallCap Market . On February 12, 2004, the Company sold its customer care and mediation software business . 41 . Shorn of its other businesses, by the end of the first quarter of 2004, the Company reinvented itself as Mamma .com, a company purporting to consist solely of an Internet search-business based on the website Mamma .com. Thereafter, Defendants promoted the Company as a "pure play" Internet search business . By that time, Internet search engines were

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attracting much favorable investor attention and were viewed as the new "hot" Internet properties. Accordingly, on March 3, 2004, AFX reported that Mamma.com "re-branded itself with a catchy name and is marketing itself as the leader in a growth sector that 's been on fire over the last year : search. " 42 . In fact, while Mamma .com billed itself as the "Mother of All Searc h Engines," throughout the Class Period the Company was actually a very small player in the Internet search field . According to First Berlin Research, by March of 2004, in the United States, the top four search engines (Google, Yahoo, America Online, and the Microsoft Network) controlled approximately 94% of the United States search market . The second tier searc h providers, including Ask Jeeves, Infospace, Alta Vista_ and Lycos, accounted for approximately the remaining 6% of U.S.-based searches . Mamma.com, at best a third-tier player, accounted for approximately 0.1% of United States Internet searches at that time . As of April 6, 2004, Mamma.com employed only 38 people . Defendant Kott: A Brief History 43 . As investors have now learned from media reports, Defendant Kott is a "slippery Canadian operator," a "legendary Canadian penny stock figure," "a notorious confidence artist," a "legendary boiler-room operator," a "legendary paperhanger," and a "boiler room kingpin." Defendant Kott's first conviction for securities fraud occurred in 1976 when h e pled guilty in an Ontario court to stock fraud involving Somed Mines Ltd . and was fined $500,000 (Canadian) - - at the time one of the biggest personal fines in Canadian securities . It also appears that Defendant Kott has ties to organized crime in Canada and, as evidence of this, in 1984, two Toronto organized-crime figures pleaded guilty to arranging the 1978 attempted murder of Defendant Kott by blowing up his car .

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44 . In addition to the foregoing, in 1990, Defendant Kott also paid Dutch regulators $4,000,000 (US) to settle a case involving First Commerce Securities, an Amsterdambased boiler room . The $4 million payment was made to resolve claims that Defendant Kott participated in a scheme and illegal course of conduct, whereby a stock "boiler-room" promoted shares of a company called DeVoe Holbein International, a company that Defendant Kott's brokers falsely claimed invented a machine that could extract gold from seawater . 45 . In a more recent foray into securities fraud, a 1997 report on securities crime by the New York State Attorney General's Office named Defendant Kott as "th e unregistered control person" and "an undisclosed criminal element" at J .B . Oxford . In 2000, J .B . Oxford paid $2 million in fines to settle a securities fraud investigation related to Defendant Kott's secret ownership of that firm . New management at that company also said it lost about $7 million trading in stocks tied to Defendant Kott . In 2004, Defendant Kott himself agreed to a plea bargain after being charged with two felony counts of concealing material facts from the SEC which related to concealment of his ownership of J .B. Oxford Inc . As a result of the plea bargain, Defendant Kott agreed to pay $1 million in fines and submitted to five years of probation. 46. Defendant Kott's scheme and illegal course of conduct in connection with J.B Oxford is important because, among other things, it provides an illustrated example of how Defendant Kott used offshore accounts, located primarily in the Cayman Islands, to conceal his ownership of a public company . The December 15, 2000 article in Canada Stockwatch reveals the method by which Defendant Kott secretly exercised control over J .B. Oxford . According to this report, in 1993, Defendant Kott obtained control over Reynolds Kendrick Stratton (later renamed J.B . Oxford) by structuring a private placement of newly issued shares of the

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brokerage's parent company . Through this private placement, a group of Defendant Kott's associates were able to acquire and hold shares of Reynolds Kendrick Stratton on his behalf. Also according to this report, later, Defendant Kott used accounts located on the secret offshore enclave of the Cayman Islands, and held in the name of a company called PYA Investments Ltd ., as a vehicle to sell large amounts of stock in another corporation . Defendant Kott then used the money raised in the Caymans to take control of Reynolds Kendrick Stratton .

SUBSTANTIVE ALLEGATION S Defendant Kott's Secret Control Over Mamma .com 47 . Investors have now learned that Defendant Kott's scheme and illegal course of conduct in connection with J .B . Oxford was similar to his scheme and illegal actions in relation to Mamma .com . According to a March 29, 2005, article published by Dow Jones, former executives at Intasys, who worked at the predecessor of Mamma .com, started that while they worked at Intasys from the mid-1990's through 2001, Defendant Kott and the company were `joined at the hip." According to this Dow Jones report, the former executive said he was introduced to Defendant Kott soon after joining the firm in 1999 . Referring to Defendant Kott's undisclosed control over the Company, the former Intasys executive was quoted as saying that, "When I asked how come he is being revered and decisions deferred to him, the word I got from one of the executives was he is the 'Godfather.'" 48 . A second former executive quoted by Dow Jones stated that Irving Kott controlled Intasys'stock and financings . This former executive stated, in part, that, "In a public comp any, there 's two businesses . There's the operational business and there ' s running the shares . (Irving) ran the shares and he ran the financing behind the corporate stuff." The second former executive also stated that Irving Ko tt's son, Ian, served briefly as head of sales a t 19
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Intasys . This is consistent with comments from a third former Intasys executive who said he was recruited by Ian Kott to join the firm . A fourth former Intasys executive and company director, James Berry, also recalled meeting Defendant Kott while working at Intasys . 49 . The Dow Jones article also confirmed its information with outsid e sources . For example, Fazel Naghshineh, the former principal at Inception To Implementation, a Malaysian-based telecom-billing company known as i2i, said i2i was nearly acquired by Intasys in 1999 . When negotiations between i2i and Intasys became serious, however, Nagshineh reported that he flew to Montreal to meet with Defendant Kott to finalize the deal . According to Nagshineh, while Defendant Kott's name did not appear on Intasys organization charts, Defendant Kott led the negotiations on behalf of Intasys . 50 . Reflecting upon these negotiations, Naghshineh also stated that "[Kott ] seemed like the guy in power , who held the key to a lot of things ." In an April 12, 2005 article in Canada's National Post, Nagshineh stated, "I was told [Defendant KottJ was the main financier, the man with the money." This article also quoted a former executive of the

Company who said "[w]hen Kott came into the building, the CEO at the time gave him his office and all the secretaries ran around trying to please him ." 51 . An independent investigation commenced in connection with the filing of this action confirmed Defendant Kott's control over the corporation now known as Mamma .com. According to Confidential Source No . 1 ("CS-1"), a business owner who was in the process of selling his business to the company now known as Mamma .com, the head of the Company needed to get Defendant Kott 's permission to make any deal. Sarni Shamma, the titular _

President and Chief Executive Officer of Intasys, stated to CS-1 that "he would have to meet with Kott because he called the shots." Moreover, according to CS-1, when he met wit h

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Defendant Kott to the Intasys office, it was clear to CS-1 from the deferential treatment afforded Defendant Kott, that Defendant Kott exercised significant control over the Company . 52 . CS-6 provided a similar description of Defendant Kott's secret influence and control over the Company . According to CS-6, when he was negotiating to sell a business to the Company, Defendant Kott participated at the second or third meeting . When he asked Michael Tinmouth, the director of finance for Intasys at the time, who Defendant Kott was, Defendant Kott was again identified as the "Godfather" and CS-6 was told the Defendant Kott "controlled everything." Later, when CS-6 was working for the Company, he was involved in its attempt to acquire i2i . While this deal was never consummated, CS-6 recalled that many people told him that a deal of such magnitude could not get done without Defendant Kott's approval. 53 . The independent investigation conducted in connection with the filing o f this action has also confirmed that, even prior to the inception of the Class Period, Defendant Kott had been engaged in manipulating the price of the Company's stock . According to CS-1, after speaking to Michael Tinmouth, CS-1 was told that Defendant Kott could "guarantee the stock price of Intasys would be somewhere around $6." CS-1 estimated that Intasys stock price was then around $2-4 per share . According to CS-1, he had a "bad feeling" about this representation and did not follow up on how Tinmouth could make such a guarantee . On a similar note, a former friend and business associate of Defendant Kott's, Brian Shaddick, a resident of Perth, Australia, who had spent considerable time with Defendant Kott, heard Defendant Kott on the phone telling a third party that he "would bring the share price down ." Mr. Shaddick believed that Defendant Kott was referring to the manipulation of shares of the Company at that time.

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54. CS-2, a person employed in sales by the Company now known as Mamma .com from 2001 through 2002, provided further confirmation that Defendant Kot t manipulated the Company's stock price. While at the Company, CS-2 asked who was buying and selling the stock . CS-2 found out it was common knowledge at the Company that "an ol d guy," presumably Defendant Kott, (who was then almost 70 years old), owned all the stock an d traded to show activity. 55 . According to the Investigative Sources, Defendant Kott's involvemen t was apparent to the Individual Defendants and other insiders of the Company . CS-3, a former employee who worked in the Montreal office until 2004, met Defendant Kott when Defendan t Kott was visiting Defendant Goldman . CS-3 confirmed that Defendant Faure was also aware o f Defendant Kott's ownership and control over the Company because, "nothing went on at Mamma.com that Faure didn't know about ." CS-5, an employee of the Company until 2003 , also confirmed that Defendants and Company insiders were aware of Defendant Kott' s undisclosed involvement with the Company because Defendant Kott appeared at the Company' s offices a number of times. CS-4, a former director of the Company, also met Defendant Kott . 56. As further evidence of Defendant Kott's undisclosed ownership and influence over the Company, following the inception of the Class Period, in about April 2004 , the SEC announced that it had begun an informal investigation into the Company. Throughout the Class Period, Defendants consistently stated that they were "confident that all informatio n and disclosures are fully compliant with all applicable accounting practices and all SEC an d other regulatory disclosure requirements" and that "[t]he Company is not aware of any nonpublic information that might bear upon the recent activity in the market for the Company' s common stock." Despite Defendants' false statements to the contrary, presumably because th e

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SEC did uncover additional facts that connected Defendant Kott to the Company, on April 12, 2005, Mamma.com announced that the SEC's informal probe into control of the company through undisclosed shareholdings "has recently been converted to a formal investigation ." 57. One transaction that may have caught the eye of the SEC is the June 29, 2004, $16 .6 million Private Investment in Public Equity Financing ("PIPE") . In connection with the June 2004 PIPE transaction, the Company sold over $16 million in shares at a 10% discoun t to the market price to entities that were purported to be independent of the Company. Three of these entities responsible for a significant amount of the PIPE purchases - - Heimdall Investments, Ltd . responsible for $5,475,000 of the purchases2, Isotope Ltd . responsible for $1,612,497 of the purchases3, and Smithfield Fiduciary, LLC . responsible for $999,997 .80 of the purchases4 - - listed Cayman Island addresses in Mamma .com's filings . A fourth entity, Mainfield Enterprises Inc ., which purchased $5,475,000 of the PIPE shares, also provided an offshore address, listed in the British Virgin Islands .5

2 According to the "Securities Purchase Agreement," attached to the 6-K Mamma .com filed with the SEC on April 14, 2005, the authorized signatory for Heimdall Investments, Ltd . is William E . Rose, who lists his residence as the Cayman Islands . 3 Isotope Limited's address is not listed on the "Securities Purchase Agreement," attached to the 6-K Mamma.com filed with the SEC on April 14, 2005 . According to the Form F-3 filed by Mamma .com with the SEC on July 30, 2004, however, mail to Isotope Limited should be sent care of Dundee Leeds Management Services (Cayman) Ltd ., which lists its address as Grand Cayman. 4 According to the "Securities Purchase Agreement," attached to the 6-K Mamma .com filed with the SEC on April 14, 2005, the authorized signatory for Smithfield Fiduciary, LLC is Adam J . Chill of the Cayman Islands . 5 According to the "Securities Purchase Agreement," attached to the 6-K Mamma .com filed with the SEC on April 14, 2005, the authorized signatory for Mainfield Enterprises Inc . is Avi Vigner of the British Virgin Islands .

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58. The purchase of the PIPE shares by offshore people and entities was reminiscent of Defendant Kott's prior illegal actions, as discussed above, in connection with hi s secret acquisitions of a controlling interest in J .B . Oxford . Again, in 1993, when Defend ant Kott obtained control over Reynolds Kendrick Stratton (later renamed J .B . Oxford), he did so b y structuring a private placement of newly issued shares of the brokerage's parent company in a matter that permitted a group of his associates to acquire and hold shares of Reynolds Kendric k Stratton on his behalf. At that time, Defendant Kott used accounts in the name of PYA Investments Ltd ., a company based on the secret offshore enclave of the Cayman Islands, as a vehicle to obtain control over Reynolds Kendrick Stratton . Defendants' Materially False and Misleading Statements During The Class Period

Defendants Issue Press Release on March 1, 2004, Reporting Mamma .com's Fourth Quarter 2003 Results 59. The Class Pe riod commences on March 2, 2004 . Late in the day on Marc h 1, 2004, Defendants, as a group, issued a press release reporting Mamma .com's financial result s for the fourth quarter and year ended December 31, 2003 . In the release, Defendants stated, i n part, the following : [Defendant Goldman] stated : "These results reinforce the Board of Directors' decision to reorient the Company's strategic direction to focus exclusively on the media solutions segment . The encouraging growth in revenue and earnings from this segment underpins the financial strength of the Company . These financial resources and anticipated additional capital infusion from exercise of outstanding warrants will be deployed to foster growth both organically and via acquisition." [Defendant Faure] stated : ....Financial strength, demonstrated organic growth, and acquisitions consistent with our core business will support our strategic objective to enhance share-

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holder value by providing a preferred source for advertisers and publishers to address their requirements. " [Emphasis added .] 60 . In reaction to this announcement, the price of Mamma.com stock skyrocketed $6 .05, or 149%, in a single trading day as shares of the Company rallied from a closing price of $4 .05 per share on March 1, 2004, to close of $10 .10 per share on March 2 , 2004 . Trading in Mamma.com stock was extraordinarily heavy, with 65,735,600 shares traded a number that is even more extraordinary considering that Mamma .com's "float" (the number o f shares of a security that are outstanding and available for trading by the public) is only aroun d 6.3 million shares and only 384,700 shares of Mamma .com traded the prior day, with onl y 67,000 shares traded the day before that . 61 . The frenzied trading in Mamma .com stock continued the next day, o n March 3, 2004, with an additional 68,314,304 shares traded, Mamma.com stock rose again t o close at $12 .70 per share - - more than triple the closing price on March 1, 2004, only two day s before . 62 . The March 1, 2004, press release was knowingly or recklessly materially false an d misleading when made for the reasons stated at 13, 47-58, an d because i t misrepresented and/or omitted the following adverse facts which then existed and the disclosur e of which were necessary to make the statements made not materially misleading : (a) It was materially false and misleading for Defendants to state that the Company's growth in revenues and earnings served to underpin the financial strength of the Company, without disclosing the significant undisclosed risks related to shareholders' investment in the Company as a result of the undisclosed participation of Irving Kott, the notorious stock promoter who secretly owned and/or controlled a material amount of Mamma .com securities and who also exercised decision-making authority over the Company;

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(b) It was also materially false and misleading for Defendants to state that the financial strength and growth at the Company would support Defendants' strategic objectives or enhance shareholder value, without disclosing the significant undisclosed risks related to shareholders' investment in the Company as a result of the undisclosed participation of Irving Kott, the notorious stock promoter who secretly owned and/or controlled a material amount of Mamma.com securities and who also exercised decision-making authority over the Company; (c) As investors have now learned, because Irving Kott participated in making important decisions regarding the Company, and because Defendant Kott is believed to control large amounts of the Company's shares, throughout the Class Period, Mamma .com was subjected to several material, undisclosed risks including, but not limited to : (i) The heightened regulatory risks and the added risk that Mamma .com would become subject to significant regulatory scrutiny, which would foreseeably result in additional costs and expenses and which could also foreseeably result in additional regulatory action with cataclysmic consequences for investors ; and (ii) The heightened risk of investor loss as a result of the decision-making authority of the Company being corrupted and influenced by a known stock manipulator and fraudster, Kott, who, foreseeably, could manipulate the actions of Manuna .com to serve his own interests at the expense of the interests of the Company's outside investors; (iii) The heightened risk of investor loss as a result of the lack of continuity of Company management, resulting from the undisclosed participation, dominance and/or control of Kott over the Company's decision-making processes . 63. In addition to the foregoing, Defendants' projections in the March 1, 200 4 press release were materially false and misleading when made, and were made without a reasonable basis . Moreover, to the extent that Defendants' statements regarding the Company' s future financial prospects are deemed to be forward-looking, they are not protected by the saf e harbor,provision of the Private Securities Litigation Reform Act ("PSLRA"), because : 26
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(a) Such statements were material to investors ; (b) Defendants had actual knowledge that such statements were false because they knew that the Company's financial prospects were significantly less than represented because management secretly permitted a convicted stock swindler to exercise dominance and/or control over the Company ; (c) Such statements were not accompanied by "meaningful cautionary language ;" (d) As a result of the foregoing undisclosed risks and material misstatements and omissions, Defendants knew or recklessly disregarded that, Defendants' projections about the future health and profitability of the Company lacked a reasonable basis ; an d (e) Defendants' purported cautionary language which purported to relate to its "forward-looking" statements were also materially misleading and wholly inadequate because the risks detailed above were not detailed by the Company, and remained unknown to the investing public .

Defendants Issue Press Release On March 3, 2004 , Announcing Mamma.com ' s Agreement to Acquire Digital Arrow LL C 64. Taking full advantage of the artificial inflation in the price o f Mamma .com's share p ri ce, caused in signi ficant part by Defend ants' materi al misstatements an d omissions , on March 3 , 2004, Defend ants, as a group, issued a press release announcing that Mamma . com had entered into an agreement to acquire Digital Arrow LLC using Comp any stock as part of the consideration. As evidence of the foregoing , the Comp any' s release stated, in part, the following : Mamma.com Inc . (the "Company"), (NASDAQ : MAMA) announces that it has signed a letter of intent to acquire Digital Arrow LLC . Mamma Media Solutions will exp and its portfolio of integrated marketing solutions to online advertisers with the addition of this opt-in e-mail an d pop-up/pop-under marketing enterprise. Maxim Group LLC, an investment bank headquartered in New York, is acting as M&A advisor to Mamma .com in the potential transaction with Digital Arrow . Digital Arrow is a privately held company in Delray Beach, Florida with 27
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approximately $2 million of revenue in 2003 . Finalization of the terms of the acquisition which will be a combination of equity and cash is subject to adjustment based on the results of the due diligence which has commenced . [Emphasis added.] Later, when the Company filed its Form 6-K for the first quarter of 2004, the Company reported that it would acquire Digital Arrow, LLC and High Performance Broadcasting Inc . in exchange for a total consideration of $2,000,000, subject to adjustment based upon the results of due diligence. This purchase price was to be paid 45% in by the issuance of common shares of the Company and 55% in cash . 65 . As further evidence of Defendants' scheme to defraud, in early to midMarch 2004, soon after Mamma .com's stock more than tripled in value, Defendant Goldman raced to the market to sell a total of 100,000 shares of Mamma .com stock gained through the exercise of options and warrants . These sales represented approximately 59% of Defendant Goldman's sales of Mamma .com stock during the Class Period . Also, in early-March 2004, Defendant Bertrand sold .a total of 15,000 shares of stock he acquired through the exercise of options . This sale represented approximately 75% of Defendant Bertrand's sales of Mamma .com stock during the Class Period . During approximately the same period of time, early to midMarch, 2004, Defendant Faure also sold 55,000 shares of Mamma .com stock he acquired through the exercise of options - - 100% of the sales he made during the Class Period . 66 . Based in substantial part on the publication of Defendants' materially false and misleading statements, on March 16, 2004, First Berlin Equity Research initiated coverage of Mamma .com with a "STRONG BUY" rating .

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Defendants Issue Press Release On April 6, 2004 , Announcing SEC Investigation Into "intense trading" in Mamma .com Stock 67. On April 6, 2004, Defend ants, as a group , issued a press release announcing that the SEC had commenced an investigation into the trading of Mamma.com securities stating, in part, the following : Mamma.com Inc . (the "Company"), (NASDAQ : MAMA) announced today that it has received notification that the Securities and Exchange Commission ("SEC") has begun an informal inquiry relating to the recent trading activity in Mamma .com Inc . securities. Recently, trading in the Company's common stock has been intense and the market price of the common stock has risen sharply. The SEC notification advises that the existence of the inquiry should not be construed as an indication by the SEC that any violation of law has occurred, nor should it reflect adversely on the character or reliability of any person or entity or on the merits of the Company's securities . 68 . Defendant Goldman also used this release to assure investors tha t Company insiders were fully cooperating with the SEC and that "all information and disclosure s are fully compliant with all applicable accounting practices and all SEC and other regulator y disclosure requirements," as follows : [Defendant Goldman] added "We are confident that all information and disclosures are fully compliant with all applicable accounting practices and all SEC and other regulatory disclosure requirements. We have provided all information requested by the SEC to assist them in their informal inquiry. All Mamma.com employees and representatives have been directed to cooperate fully with the SEC staff and to promptly provide the agency with any additional information and clarification it may request in this matter to expeditiously resolve any issues with respect to this inquiry . The Company is not aware of any non-public information that might bear upon the recent activity in the market for the Company's common stock" [Emphasis added . ] 69. In response to Defendants' April 6, 2004, announcement, couched with reassuring false phrases, Mamma .com's stock dropped only approximately 10% -- closing a t 29
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$14.12 . The effect of Defendants' materially false and misleading statements about the SE C investigation on the market is illustrated vividly by a June 1 , 2004, analyst report by First Berlin Equity Research which stated : The SEC launched an informal inquiry into the "trading of securities" of Mamma .com at the start of April . According to recent public filings, management and the company's auditors have cooperated fully with the SEC. We are of the opinion that everything is in order and that no further action will be taken by the SEC. [Emphasis added .] 70. The April 6, 2004, press release was knowingly or recklessly materially false and misleading when made for the reasons stated at 3, 47-58 and because i t misrepresented and/or omitted the following additional adverse facts which then existed and th e disclosure of which was necessary to make the statements made not materially misleading : (a) Defendant Goldman and the other Defendants knew that Mamma.com's information and disclosures were not in compliance with all applicable accounting practices and all SEC and other regulatory disclosure requirements, because Defendants had never reported the influence and/or control that Irving Kott, the notorious stock promoter, secretly exercised over the Company ; (b) The Company knew that the recent activity in the market for the Company's common stock was due in part to the publication of material false and misleading statements about the Company ; an d (c) Contrary to Defendants' false statements, neither they nor the Company was cooperating with the SEC because Defendants had concealed and failed to disclose Kott's control over the Company and/or significant share ownership or Mamma .com share trading. 71 . To the extent that any of Defendants ' statements in the April 6, 2004 pres s release are deemed to be forward-looking, they are not protected by the safe harbor provision o f the PSLRA for the reasons stated at 63 above .

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Defendants Issue Press Release On May 12, 2004, Reporting Purportedly Stellar First Quarter 2004 Result s 72 . On May 12, 2004, Defendants, as a group, issued a press release reporting purportedly stellar first quarter 2004 results . According to this release, for I Q :04 earnings reached $1 .38 million and revenues grew 135%, compared to 1Q :03. This release also stated, in part, the following : Guy Faure, Mamma .com's President and CEO stated : "We are very pleased with our first quarter results . Our industry normally experiences a downturn in Q1 compared to Q4 and we realized a 38% quarter on quarter growth rate. We believe that this is a result of our positioning strategy and the industry's strong growth rate . Compared to the same quarter last year, our total revenues grew by 135% . The integration of our Search and Ad Network services under the Mamma Media Solutions brand is proving to be successful . In the search area we have experienced sustained growth with our major partners delivering more paid clicks and we have successfully grown our own advertiser base . The Ad Network portion of our business grew steadily during the first quarter . We have had added visibility in the first quarter through advertising and publicity, which has translated to increased traffic on our metasearch property : `Mamma .com, The Mother of All Search Engines' ." [Emphasis added .] 73. Defendant Goldman also used this releas e to condition investors to believe, in part, the following : "The combination of sustained growth in earnings from continuing operations, and the earnings contribution from the divestiture of the billing technologies subsidiaries resulted in strong first quarter results. With the cash contribution from the exercise of warrants and options our financial strength has been considerably enhanced ." [Emphasis added.] 74. That same day, Mamma . com rose from $10.43 to close at $13.21 - - an increase of over 26% - - on extraordinarily heavy trading of 22,736,500 shares, more than te n times the volume of the previous day . In a research report commenting on the results, Firs t

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Berlin Equity Research wrote "The Company produced an excellent set of Q1 numbers whic h surpassed all our estimates" and desc ribed "incredible interest in the Mamma .com stock in Ql ..." 75. The statements in the May 12, 2004 press release were materially fals e and misleading and were known by Defendants to be false at that time, or were recklessl y disregarded as such thereby , for the reasons stated herein in 13, 47-58, 62-63, and 70, supra . To the extent that any of Defendants' statements in the May 12, 2004 release are deemed to b e forward-looking , they are not protected by the safe harbor provision of the PSLRA for the reasons stated herein in 63, supra .

Defendants File a Form 6-K on May 17, 2004, Confirming Mamma.com's First Quarter 2004 Result s 76. On May 17, 2004, Mamma.com filed with the SEC a Form 6-K, signed b y Defendant Bertrand, confirming first quarter 2004 results previously announced in th e Company's May 12, 2004 release . In connection with the filing of the Company's I Q :05 Form 6-K, Defendants Bertrand and Faure signed the accompanying Certifications which purported t o certify the accuracy and completeness of the Company's purported disclosures . The Certification attached to the Company's I Q :05 Form 6-K stated, in part : "Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit t o state a material fact required to be stated or that is necessary to make a statement not misleadin g in light of the circumstances under which it was made, with respect to the period covered by th e interim filings ." The I Q :05 Form 6-K also falsely stated, in part, that "[t]he success of th e Company is dependent upon the experience and abilities of its senior management . " 77. In addition, the May 17, 2004, Form 6-K contained the followin g materially false and misleading statement :

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On March 18, 2004, the United States Securities and Exchange Commission ("SEC") notified the Company that it was conducting a non-public informal inquiry entitled "In the Matter of Trading in the Securities of Mamma.com Inc .", and requested that the Company produce documents concerning, among other things, trading in the Company's stock, the Company's acquisition activities and related reporting matters . The SEC notification advises that the existence of the inquiry should not be construed as an indication by the SEC that any violations of law have occurred. To date, management believes it has cooperated fully with all of these requests. The Company 's independent auditors in Canada have also received a request from the SEC in connection with the abovereferenced inquiry seeking the production of documents concerning the Company. The independent auditors have advised the Company that they are cooperating fully with the SEC's request. [Emphasis added .] 78 . The statements in the May 17, 2004, Form 6-K were materially false an d misleading and were known by Defendants to be false at that time, or were recklessly disregarded as such thereby, for the reasons stated herein in 13, 47-58, 62-63 and 70, supra . Moreover, to the extent that any of Defendants' statements in the May 17, 2004, 6-K are deemed to be forward-looking, they are not protected by the safe harbor provision of the PSLRA for the reasons stated herein in 63, supra . 79 . Taking further advantage of the artificial inflation in the price o f Mamma .com's shares caused as a result of the publication and dissemination of Defendants' materially false and misleading statements, on May 17, 2005, Defendant Goldman sold 70,000 shares of stock gained through the exercise of options . This sale, combined with the March sales detailed above, constituted 100% of Defendant Goldman's Class Period sales of Mamma .com stock . 80 . Similarly, on May 18, 2005 and May 19, 2005, Defendant Bertrand sold 5,000 shares of stock gained through the exercise' of options . These sales, combined with th e 33
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March sales detailed above, constituted 100% of Defendant Bertrand's sales of Mamma .co m securities during the Class Period .

Defendants Submit Mamma.com's Annual Repor t For The Fiscal Year Ended December 31, 2003 on Form 20- F 81 . On May 27, 2004, Defendants filed with the SEC the Company's Form 20-F for the Fiscal Year ended December 31, 2003, signed by each of the Individual Defendants . Defendant Bertrand signed the Form itself and a certification mandated by the Sarbanes-Oxle y Act of 2002 . Defendant Faure and Bertrand signed the certification mandated by the SarbanesOxley Act of 2002, while Defendant Goldman signed an Article of Amendment attached to th e Company's Form 20-F. 82. The Company's Form 20-F also contained mate rially false and misleadin g statements regarding "Major Shareholders And Related Party Transactions," in part, as follows : Major Shareholders To the knowledge of the Company, only Mark Cuban of Dallas Texas with 600,000 shares or 5 .73% (based on 10,464,549 shares as at May 14, 2004) owns, directly or indirectly, or exercises control or direction over voting securities carrying more than 5% of the voting rights attaching to any class of voting securities of the Company. The Company's Common Shares are widely held in the United States, Canada and Europe. To the knowledge of the Company, the Company is not directly or indirectly owned or controlled by another corporation (s), by any foreign government or by any other natural or legal person(s), whether severally or jointly acting as a "group" . within the meaning of the United States Securities Exchange Act of 1934, as amended . To the knowledge of the Company, there are no arrangements, which may at a subsequent date result in a change in control of the Company. [Emphasis added .]

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83 . In addition to the foregoing, under the heading "DIRECTORS, SENIO R MANAGEMENT AND EMPLOYEES," Defendants presented a table which they falsely claimed "discloses the names, functions, areas of expertise within the Company and presen t principal occupation (s) of the Company' s directors and senior management ." 84. The Form 20-F also contained the following materially false an d misleading statement under the heading "Evaluation of Disclosure Controls and Procedures " We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chairman and Chief Executive Officer and Executive Vice-President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure .

We have carried out an evaluation, under the supervision and with the participation of our management , including our Chairman and Chief Executive Officer and Executive VicePresident and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report on Form 20-F (the "Evaluation Date") . Based upon that evaluation, the Chairman and Chief Executive Officer and Executive Vice-President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the Evaluation Date. [Emphasis added.] 85. In addition, the Form 20-F also contained the following materially fals e and misleading statement under the heading "Risk Factors" : You should consider carefully the following risk factors inherent in and affecting the Company's business, as well as all other information set forth in this Annual Report on Form 20-F and in the reports and other information that the Company files or furnishes with the SEC and/or OSC . 35
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86 . The Form 20-F also contained the following materially false an d misleading statements in the Sarbanes-Oxley Certifications signed by Defendants Faure an d Bertrand : The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions, with regard to significant deficiencies and material weaknesses .

Based on my knowledge, this annual 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 annual report ; [Emphasis added.] 87 . The Form 20-F also contained an attachment purporting to represent th e "Code of Ethics For Mamma .com." This document contained the following representations : Why? Our long-term performance - profitability, growth, and shareholder value - is contingent on the confidence of our stakeholders in us . We are committed to the highest ethical standards because we want people to know they can trust us. Trust can only be built on honesty and dependability - on ethical conduct. Principles 1 . Treat all of those with whom we deal fairly, with dignity and respect. 2. Honour our commitments. 3. Commit only what we can deliver 4. Comply with all laws and regulations .

5. Make decisions based on fact and objective assessment .

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6.

Our judgement and decisions are not improperly influenced and we do not improperly influence others to obtain or retain business .

Fair Competition 1. Avoid all actions that are anti-competitive or otherwise contrary to laws that govern competitive practices in the marketplace .

2 . Do not make agreements or employ practices in restraint of trade such as price-fixing, bid rigging and kickbacks . Reporting Illegal or Unethical Behavior 1. Report any and all illegal or unethical behavior of which you become aware to either the Executive Chairman or the President and CEO.

Competitive Intelligenc e 1 . Comply with the law in acquiring information . . . .


2. Acquire information ethically. Do not misrepresent who or what we are.

Company Funds and Property 1 . Exercise integrity, prudence and judgment in incurring and approving business expenses . 2 . Ensure that business expenses are reasonable . 3 . Do not use company funds or property for personal gain . 4. Do not conceal any fund or transaction from executive officers or our auditors .

Proprietary Information/Intellectual Property 1 . Avoid inadvertent disclosure . 2 . Assure that unauthorized persons cannot access related documents and that document disposal is non-recoverable.

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3 . Do not discuss confidential information in public places and exercise caution when transmitting information electronically . 4. Enter into confidentiality agreements to ensure that disclosure is controlled . Conflict of Interest
1. Avoid any situation that may not be in the best interests of the company.

2. Gifts given or received should be of a nominal value and should be reciprocal whenever appropriate and possible (e .g. lunches, dinners) .

The Board of Directors will monitor compliance with this Code of Ethics and only the Board of Directors or a duly designated committee of the board can consider and grant waivers from the Code of Ethics to directors or officers . [Emphasis added . ] 88 . The statements contained in the Company's Form 20-F referenced abov e were each materially false and misleading when made and were known by Defendants to be fals e at that time, or were recklessly disregarded as such thereby, for the reasons stated herein in 3 , 47-58, 62-63 and 70 and because they misrepresented and/or omitted the following adverse fact s which then existed and the disclosure of which was necessary to make the statements no t materially misleading: a. Defendants knew that Defendant Kott, the notorious stoc k promoter, secretly controlled Mamma.com at this time ; b. the disclosure controls and procedures of Mamma .com were completely ineffective in that they did not prevent Defendant Kott from secretly controlling th e Company ;

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c . the Defendants, who permitted Defendant Kott to secretly an d illegally control the Company, did not follow the ethical guidelines emphasized in the attachmen t to the Form 20-F . 89 . Moreover, to the extent that any of Defendants' statements in the For m 20-F or its attachments are deemed to be forward-looking, they are not protected by the saf e harbor provision of the PSLRA for the reasons stated at 63 above.

Defendants Issue Press Release on June 29, 2004 , Reporting Agreement To Raise $16 .6 Million In a Private Placemen t 90 . Taking further advantage of the artificial inflation in the price o f Mamma.com's shares caused by Defendants' publication of materially false and misleadin g statements, on June 29, 2004, Defendants, as a group, issued a press release announcing an agreement to sell approximately 1 .5 million shares of Company securities for $16 .6 million in a private placement, PIPE transaction . In the release, Defendant Goldman stated, in part, the following : "As Mamma .com aggressively pursues mergers and acquisitions which will complement its current metasearch engine, ad network and e-mail marketing activities, enhancing the Company's financial capacity is integral to the execution of our profitable growth objective . We continue to evaluate several opportunities which we believe will strengthen the Company and are now firmly positioned to conclude such a transaction ." 91 . Despite the fact that the PIPE shares were sold at a 10% discount to th e market and resulted in substantial dilution to the Company's pre-existing investors, because th e market substantially believed these and the other statements issued by Defendants during th e Class Period, following the announcement of this transaction, shares of the Company droppe d

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only approximately 8.5%, to close at nearly $12 .00 per share, again on exceptionally heav y trading of approximately 6 .5 million shares. 92 . As a result of Defend ant Kott's prior histo ry of stock fraud and as a resul t of Defendant Kott's prior use of off-shore accounts located in the Cayman Islands, it was a material omission to fail to disclose that Defendant Kott was involved with, owned and/o r controlled the Company at the time of the PIPE transaction . Moreover, it was also materially false and misleading to sell the majority of the Company's PIPE shares to off-shore entities without making representations about whether these entities were owned and/or controlled by Defendant Kott .

Defendants Issue Form 6-K on July 8, 2004, Reporting Mamma.com's Sale of Shares and Warrants In A Private Placement for $16,600,00 0 93 . On July 8, 2004, Defendants filed with the SEC a Form 6-K, signed b y Defendant Bertrand, reporting a Securities Purchase Agreement dated June 29, 2004, pursuant t o which Mamma.com sold 1,515,980 shares of common stock and 606,392 warrants, in a PIP E transaction, for an aggregate price of $16,600,000 . Attached to the Form 6-K was a Securitie s Purchase Agreement which stated, in part, the following : (g) SEC Reports ; Financial Statements . The Company has filed all reports required to befiled by it under the Exchange Act, including pursuant to Section 13 or 15(d) thereof, for the two years preceding the date hereof, or such shorter period as the Company was required by law to file such material, the foregoing materials (together with any materials filed by the Company under the Exchange Act, whether or not required) being collectively referred to herein as the "SEC Reports" and, together with this Agreement and the Schedules to this Agreement, the "Disclosure Materials", on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Company has delivered to each Purchaser true, correct and complete copies of all SEC 40
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Reports filed within the 10 days preceding the date hereof . As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein , in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing . Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments . All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or specifically identified in the SEC Reports, to the extent required by the applicable SEC Reports. (j) Compliance. Neither the Company nor any Subsidiary (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, provincial, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not, individually or in the aggregate, have or result in a Material Adverse Effect. [Emphases added .] 94. The foregoing statements in the Securities Purchase Agreement attached to the July 8, 2004, 6-K were knowing or recklessly materially false and misleading when mad e for the reasons stated at 13, 47-58 above and because they misrepresented and/or omitted th e

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following additional adverse facts which then existed and the disclosure of which was necessar y to make the statements made not materially misleading : (a) the Company and its Officers had violated Section 16(a) and 13(d) of the Exchange Act (and Rule 13d-1 thereunder) by not disclosing that Irving Kott, the notorious stock promoter, maintained a significant ownership interest in and/or controlled Mamma.com; and (b) that Defendants had committed numerous violations of the securities laws by knowing or recklessly making materially false and misleading misstatements as detailed in 59-92 above . 95 . To the extent that any of Defendants' statements in the July 8, 2004, Form 6-K or any of its attachments are deemed to be forward-looking, they are not protected by th e safe harbor provision of the PSLRA for the reasons stated at 63 above.

Defendants Issue Form F-3 on July 30, 2004, Registering The Resale Of 2,267,372 Common Share s 96. On July 30, 2004, Defend ants filed with the SEC a Form F-3 relating t o the resale by certain selling shareholders of 2,267,372 Common Shares, including 1,515,98 0 Common Shares that were issued and sold in the PIPE transaction and 751,392 Common Share s that may be issued and sold in connection with the exercise of warrants issued to the sellin g shareholders . Under the heading "Summary of Risks," the Form F-3 stated, in part, th e following : On March 18, 2004, the United States Securities and Exchange Commission ("SEC") notified us that it was conducting a nonpublic informal inquiry entitled "In the Matter of Trading in the Securities of Mamma .com Inc .", and requested that we produce documents and information concerning, among other things, trading in the our stock, our acquisition activities and related reporting matters . The SEC notification advised that the existence of the inquiry should not be construed as an indication by the SEC that any violations of law had occurred . To date, management believes it has cooperated fully with all of the SEC's requests in 42
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connection with the investigation . . . . Although we believe our activities have complied with applicable requirements of the Securities Act of 1933 and the Securities and Exchange Act, an adverse determination by the SEC in the investigation could depress the market price for our Common Shares, reduce the liquidity of the Common Shares' trading market and negatively affect our results of operations . [Emphasis added . ] 97. The foregoing statements in the Company's Form F-3 were knowing o r recklessly materially false and misleading when made for the reasons stated at 13, 47-58 abov e and because they misrepresented and/or omitted the following additional adverse facts which then existed and the disclosure of which was necessary to make the statements made no t materially misleading : (a) that, m anagement had not "cooperated fully" with the SEC investigation, and it continued to conceal the involvement of Kott in the m anagement of the Company, and Kott' s ownership interest in Mamma .com; and (b) that, Defendants knew that their activities had not complied with the applicable requirements of the Securities Act of 1933 and the Securities and Exchange Act . 98. To the extent that any of Defendants' statements in the July 30, 2004 For m F-3 are deemed to be forward-looking, they are not protected by the safe harbor provision of th e PSLRA for the reasons stated in 63 supra .

Defendants Issue Press Release On August 11, 2004 , Reporting Mamma .com's Results For The Second Quarter Of 200 4 99. On August 11, 2004, Defendants, acting as a group , issued a press releas e announcing results for the second quarter 2004 results . According to this release, for 2Q:04 th e Company reported net earnings of $108,387 and an 88% increase in revenues compared 2Q :03 . In addition to the foregoing, this release also stated, in part, the following :

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[Defendant Faure] stated : "Our search, Ad network and e-mail revenue streams continued the strong growth trend with second quarter revenue improving 88% from the same period last year . We are especially pleased with the growth of our Ad network which realized a revenue increase of 62% from the same quarter last year. The completion of our acquisition of Digital Arrow further enhances our revenue stream and enables us to complete our one-stop-shop offer to on-line advertisers . Finally we completed a gross $16M financing this quarter which brings our cash position to more that $27M. This will enable us to execute on our aggressive acquisition strategy where we are looking to grow the Company by acquiring companies that will be highly synergetic with our existing offerings and that at the same time will significantly increase our revenues and be accretive to earnings." [Emphasis added .] Defendants Filed A Form 6-K On August 17, 2004, Reiterating Mamma .com's Second Quarter 2004 Results 100. On August 17, 2004, the Company filed with the SEC a Form 6-K, signe d by Defendant Bertrand, reiterating its previously announced second quarter 2004 results . Defendants Bertrand and Faure also signed the accompanying "Canadian Certification of Interim Filings during Transition Period" which stated, among other things, that "Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit t o state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by th e interim filings" . The Form 6-K also stated, in part, that "Our success is dependent upon the experience and abilities of our senior management. " 101 . The August 17, 2004, 6-K also contained the following materially fals e and misleading statement : On March 18, 2004, the United States Securities and Exchange Commission ("SEC") notified the Company that it was conducting a non-public informal inquiry entitled "In the Matter of Trading in the Securities of Mamma .com Inc .", and requested that th e 44
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Company produce documents concerning, among other things, trading in the Company's stock, the Company's acquisition activities and related reporting matters . The SEC notification advises that the existence of the inquiry should not be construed as an indication by the SEC that any violations of law have occurred . To date, management believes it has cooperated fully with all of these requests. [Emphasis added.] 102 . In addition to containing a laundry-list of boiler-plate type risk disclosures, the August 17, 2004, Form 6-K also stated that, "As at June 30, 2004, the Company has no off balance sheet arrangements ." Defendants Issued a Press Release On November 3, 2004, Report ing Results For The Third Quarter of 2004 and Defendants File a Form 6-K On November 17, 2004, Confirming Mamma.com's Third Quarter 2004 Result s 103 . On November 3, 2004, Defendants, acting as a group, issued a pres s release announcing Mamma .com's results for the third quarter ended September 30, 2004 . According to this release, for 3Q :04 the Company reported revenues of $3 .76 million, a purported increase of 90% compared to 3Q :03 . Later, on November 17, 2004, Mamma.com filed with the SEC a Form 6-K, signed by Defendant Bertrand . The Company's 3Q :04 Form 6-K confirmed previously announced third quarter 2004 results and also contained Certifications signed by Defendants Bertrand and Faure which stated, among other things, that "Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings ." 104 . In addition to reporting a series of risk disclosures which failed to reveal the true risks of investing in Mamma .com, the November 17, 2004 Form 6-K stated, in part, the following : 45
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Our success is dependent upon the experience and abilities of our senior management . . .

"As at September 30, 2004, the Company has no off balance sheet arrangements ." 105 . The statements contained in the Company's August 11, 2004 an d November 3, 2004 releases, and those statements contained in the Company's August 17, 2004 and November 17, 2004 Forms 6-K, referenced above, were each materially false and misleading when made and were known by Defendants to be false at that time, or were recklessly disregarded as such thereby, for the reasons stated herein in 13, 47-58, 62-63, and 70, supra an d because they misrepresented and/or omitted the following adverse fact which then existed and the disclosure of which was necessary to make the statements not materially misleading : a . Off-balance sheet arrangements that permitted Defendant Kott to secretly control the Company existed throughout the Class Period. 106 . Moreover, to the extent that any of Defendants' statements in thes e releases and Forms 6-K or any attachments thereto are deemed to be forward-looking , they are not protected by the safe harbor provision of the PSLRA for the reasons stated at 63 above . Defendants Issue A Press Release On November 25, 2004 , Announcing Mamma .com's Agreement To Acquire Copernic Technologies Inc . 107 . Taking further advantage of the artificial inflation in the price o f Mamma .com's shares caused by the publication of Defendants' materially false and misleadin g statements, on November 25, 2004, Defendants, acting as a group, issued a release announcin g that Mamma .com had entered into an agreement to acquire Copernic Technologies Inc .

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According to the Company's release, Defendants again used the Company's stock a s consideration for this acquisition, as follows : Mamma.com Inc., (the "Company'), (NASDAQ : MAMA) and Copernic Technologies Inc. is pleased to announce that the Company has signed a letter of intent ("LOI') whereby Mamma .com would acquire all of the shares of Copernic Technologies for a combination of cash and shares of Mamma.com Inc . The closing of the acquisition will be effected by the parties pursuant to a definitive purchase agreement, when and if negotiated and entered into by Mamma.com and Copernic . The specific terms and conditions of the LOI, including the proposed purchase price are not being disclosed at this time due to the confidentiality restrictions in the LOI and the ongoing due diligence, which could alter such terms and conditions . The parties expect to close this transaction in the first quarter of 2005 . According to the LOI, the acquisition would be subject to, among other conditions, approval by the directors of Mamma .com Inc., the shareholders of Copernic Technologies Inc . and the satisfactory completion of due diligence which has commenced on signing of the LOT [Emphasis added.] 108 . On January 11, 2005, The Globe and Mail published a follow-up report on the Company entitled "SEC probes Mamma .com over Defendant Kott; Seeking information on possible links to stock promoter with history of legal woes" which again reported that Defendants' continued to claim that they had fully complied with the SEC's investigation, and that there was no connection between the Company' and Defendant Kott . In this regard this article stated, in part, the following : The company disclosed last April that the SEC had launched an informal inquiry into "intense" trading of Mamma .com shares on the U .S . Nasdaq Stock Market in March, 2004 . No other details were given at the time. As a result of the SEC request, Mamma .com has asked current and former management and directors, going back to Jan . 1, 1999, to disclose any contact they might have had with Mr . Kott, 73, or any members of his family, including sons Michael and Ian, Mr . Bertrand said.

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Mamma.com director Robert Raich said : "We have done all our disclosure to the SEC, answered all their questions, in a timely and correct manner with the advice of counsel. " SEC spokesman John Heine said the agency has no comment. 109 . Moreover, apparently in response to The Globe and Mail report, days later on January 13, 2005, Mamma .com repeated its previous announcement that Company insider s were fully cooperating with the SEC's investigation, and that the Company's directors ha d already performed their duties and responsibilities "consistent with all applicable laws ." In relevant part, this release stated, in part, the following : Mamma.com Inc . (the "Company"), (NASDAQ : MAMA) As the Company disclosed on April 6, 2004, the U .S. Securities and Exchange Commission is conducting an informal inquiry concerning matters related to the intense trading activity in Mamma .com's stock in March 2004 just after the release of Mamma's year end financial statement for 2003 . Mamma has cooperated completely with the SEC's informal inquiry, including instructing its current directors , officers and outside auditors (PricewaterhouseCoopers) to do so as well. Mamma 's current management has pursued a sound business strategy to restructure Mamma's asset base, strengthen its balance sheet, generate positive cash flow and achieve growth both from its core business and through acquisitions . In our view, this strategy has been successful, and we expect that success to continue . Moreover, since assuming their offices, Mamma 's current directors and officers have performed their duties responsibly and consistent with all applicable laws . [Emphasis added .] 110 . The statements contained in the Company's January 13, 2004 release , referenced above, were each materially false and misleading when made and were known b y Defendants to be false at that time, or were recklessly disregarded as such thereby, for th e reasons stated herein in 13, 47-58, 62-63 and 70, supra. Moreover, to the extent that any o f Defendants' statements in this release are deemed to be forward-looking, they are not protecte d by the safe harbor provision of the PSLRA for the reasons stated at 63 above . 48
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THE TRUTH ABOUT MAMMA .COM BEGINS TO EMERGE 111 . On February 16, 2005, the truth about the Company began to emerge . That date, Defendants revealed that PwC had refused the Company's 2004 audit engagement and that PwC considered the links between Defendant Kott and the Company so troubling that it announced that it would withdraw its past audited financial statements if the SEC investigation or an ongoing inquiry by the board of directors unearthed any further "issues or concerns ." That same day, Defendant Bertrand confessed that the SEC had requested information during the previous year on any connections between Defendant Kott and the company . Defendant Bertrand also falsely claimed that Mamma .com had complied with the request . Mamma.com also declared it had begun its own "independent" investigation into news reports "that an individual and persons acting jointly or in concert with him may have had a controlling influence on the company in the past as a result of undisclosed shareholdings ." 112 . In addition to the foregoing, the Company's February 16, 2005 release stated, in part, the following : Mamma.com Inc .-today announced that it has been unable to reach an agreement on the terms of the audit engagement with PricewaterhouseCoopers LLP ("PWC') for the year ended December 31, 2004. Accordingly, PWC will not act as the Company's independent auditor for the audit of the Company's financial statements for the year ended December 31, 2004 . As previously announced, the U.S. Securities and Exchange Commission (the "SEC") is conducting an informal investigation concerning matters related to the intense trading activity in Mamma .com's stock in March 2004 . Following press reports in January 2005 and PWC's recommendations, the Board of Directors initiated an investigation under the supervision of a Special Independent Committee consisting of independent directors of the Audit Committee and independent legal counsel and forensic accountants to investigate the allegations in the press reports . Those press reports claimed that an individual and persons acting jointly or in concert with him may have had a 49
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controlling influence on the Company in the past as a result of undisclosed shareholdings . . . . PWC were not prepared to begin their audit process before the conclusion of such review. The Company had been advised by PWC that if the investigation by the independent counsel and forensic accounting farm engaged by the Special Committee to conduct the investigation and/or the current SEC investigation were to disclose any issues or concerns with the Company 's historical financial statements, PWC may be obliged to withdraw some or all of their previously issued audit reports .

As a result of these developments, it is unlikely that the Company will file its audited financial statements for the year ended December 31, 2004 and related disclosures within the timeframe prescribed by Canadian securities rules , being March 31, 2005 . The Company will further advise upon the selection of a replacement of auditor and the expected filing date of its financial statements for the year ended December 31, 2004 . [Emphasis added.] 113 . The refusal of PwC to accept the Company 's audit engagement as a result of its decision that it could not opine on the Company's financial results while uncertain of th e controlling influence and undisclosed shareholding of Defendant Kott, sent Mamma .com investors reeling . Accordingly, immediately after Defendants issued this press release investor s rushed to the market to sell their Mamma .com stock . In conjunction with the Company' s announcement that it would not be releasing its year 2004 audited financials, this caused a n afternoon trading halt of the Company's stock . Upon resumption of trading later the same day, the shares fell precipitously - - falling to a low of $3 .66 per share, down over 40% from the prior day's closing price of $6 .28 per share . Over those two days, over 22 million shares of Manuna .com stock traded hands, an extraordinarily high volume.

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114 . Following this belated disclosure, on April 12, 2005, Mamma .co m announced that the SEC's informal probe into control of the Company through undisclose d shareholdings had recently been converted to a "formal investigation ."

ADDITIONAL SCIENTER ALLEGATION S 115 . As alleged herein, Defendants acted with scienter in that each Defendant (i) knew that the public documents and statements issued or disseminated in the name of the Company were materially false and misleading; (ii) knew that such statements or documents would be issued or disseminated to the investing public ; and (iii) knowingly and substantiall y participated or acquiesced in the issuance or dissemination of such statements or documents as primary violations of the federal securities laws . As set forth elsewhere herein in detail , Defendants, by virtue of their receipt of information reflecting the true facts regardin g Mamma.com, their control over, and/or receipt and/or modification of Mamma .com's allegedl y materially misleading misstatements and/or their associations with the Company which mad e them privy to confidential proprietary information concerning Mamma.com, participated in th e fraudulent scheme alleged herein . 116 . In addition, Defendants ran Mamma .com on a day-to-day basis, at th e highest level, as the company's top executives . Accordingly, the matters at issue, including th e undisclosed controlling influence and shareholdings of Defendant Kott, were central to th e workings of the Company . It is inconceivable that Defendants did not know that Defendant Kott controlled the Company and maintained an undisclosed ownership interest in the Company . Moreover, based on the testimony of witnesses who are familiar with the inner-workings of the Company, investors have also now learned that this was simply not the case .

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Insider Selling 117 . During the Class Period, all three of the Individual Defendants reporte d selling substantial amounts of Mamma .com common stock from their personal holdings while i n possession of adverse non-public information about Defendant Kott's control over Mamma .com and his manipulation of the price of Mamma .com's stock . The reported sales were unusual an d suspicious, among other things, because of the timing of the sales as well as their size . Moreover, none of the Defendants purchased any Mamma .com stock during the Class Period o n the open market. 118 . During the Class Period, Defendant Goldman reported selling 170,00 0 shares gained through the exercise of warrants and options, for a total profit of $1,598,867 . These sales represented over 58% of the shares, warrants, and options held by Defendan t Goldman at the beginning of the Class Period . Defendant Goldman did not report purchasin g any shares on the open market during the Class Period . Defendant Goldman's reported sale s were unusual and suspicious because of their size. Specifically, Defendant Goldman' s sale of 170,000 shares or over 58% of his reported holdings during the Class Period contrasted sharply with his trading during March 2, 2003 through February 16, 2003, when he only sold 18,000 shares or 8 .26% if the total number of shares, warrants, and options he controlled on March 2, 2003 . Defendant Goldman's sales were also suspicious and unusual because of their timing . Defendant Goldman made the majority of his reported sales the first month of the Class Period, only a few weeks after Mamma .com's stock tripled in value . Defendant Goldman made the rest of his sales during the Class Period on May 17, 2004, the same day Mamma .com filed with the SEC a materially false and misleading 6-K confirming its first quarter 2004 results.

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119 . A chart detailing Defendant Goldman's Class Period reported transactions appears directly below : Date 3/5/2004 3/9/2004 3/16/2004 5/17/2004 Total Date 5/17/2004 5/17/2004 5/17/2004 5/17/2004 Total Transaction Option Exercise Option Exercise Option Exercise Option Exercise Transaction Open Market Sale Open Market Sale Open Market Sale Open Market Sale Shares 50,000 25,000 25,000 70,000 170,000 Shares 35,000 25,000 7,500 2,500 70,000 Price $1 .50 $1 .10 $1 .99 $2.57 Price $10.37 $10.11 $10.16 $11 .71 Total $518,555 . 0 $252,850 .0 $254,110 .0 $819,672 . 0 1,845,187 .00 Total $52,500 .00 $27,500.00 $14,895 .00 $6,425 .00 $101 ,320.00

Date 3/5/2004 3/9/2004 Total

Transaction Warrant Exercise Warrant Exercise

Shares 50,000 50,000 100,000

Price $1 .40 $1 .50

Total $70,000 .00 $75,000 .00 $145,000 .00

120 . During the Class Period, Defendant Faure reported selling 55,000 share s he gained through the exercise of options , for a total profit of more than $470, 000 . These sale s represented over 45% of the shares, warrants, and options controlled by Defendant Faure at the beginning of the Class Period. Defendant Faure made no open market purchases during the Clas s Period . Defendant Faure's reported sales were unusual and suspicious because of their size . Specifically, Defendant Faure's sale of 55,000 shares, or over 45% of his reported holding s during the Class Period, contrasted sharply with his trading during March 2, 2003 through 53
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February 16, 2003, when he only sold 25,000 shares or 27 .47% of the total number of shares , warrants , an d options he controlled on March 2, 2003 . Defendant Faure 's sales were also

unusual and suspicious because of their timing . On March 5, 2004, and March 19, 2004, soo n after Mamma .com's stock more than tripled in value, Defendant Faure sold 55,000 shares o f stock he acquired through the exercise of options, 100% of the sales he made during the Clas s Period . 121 . A chart detailing Defend ant Faure's Class Period reported transactions appears directly below : Date 3/5/2004 3/19/2004 Total Date 3/5/2004 3/5/2004 Total Transaction Option Exercise Option Exercise Transaction Open Market Sale Open Market Sale Shares 50,000 5,000 55,000 Shares 50,000 7,500 57,500 Price $1 .51 $1 .99 Price $10.20 $10.49 Total $510,165 .00 $52,450 .00 $562,615.00 Total $75,500.00 $14,895 .00 $90,395.00

122 . During the Class Period, Defendant Bertrand reported selling 20,00 0 shares acquired through the exercise of options , for a total profit of $172,127 .50. The shares sol d represented over 40% of the shares, warrants, and options controlled by Defendant Bertrand a t the beginning of the Class Period . Defendant Bertrand made no open-market purchases durin g the Class Period . Defendant Bertrand's reported sales were unusual and suspicious because o f their timing . On March 5, 2004, soon after Mamma .com's stock more than tripled in value, Defendant Bertrand sold a total of 15,000 shares of stock he acquired through the exercise o f 54
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options, 75% of the sales he made during the Class Period . On May 18, 2004 and May 19, 2004 , Defendant Bertrand sold 5,000 shares of stock gained through the exercise of options . These sales occurred within two days of Mamma .com filing with the SEC a materially false and misleading 6-K confirming its first quarter 2004 results . Combined with the March sales, these sales constituted the remainder of Defendant Bertrand's sales during the Class Period .

123 . A chart detailing Defendant Bertrand's Class Period reported transaction s appears directly below :

Date 3/5/2004 3/5/2004 5/18/2004 5/18/2004 5/19/2004 5/19/2004 Total

Transaction Open Market Sale Open Market Sale Open Market Sale Open Market Sale Open Market Sale Open Market Sale

Shares 10,000 5,000 2,500 950 1,500 50 20,000

Price $10.28 $10.28 $11 .37 $11 .20 $10.76 $10.77

Total $102,776.00 $51,388 .00 $28,425 .0 0 $10,640 .00 $16,140 .00 $538 .5 0 209,907.50

Date 3/5/2004 3/5/2004 5/18/2004 Total

Transaction Option Exercise Option Exercise Option Exercise

Shares 10,000 5,000 5,000 20,000

Price $1 .50 $1 .99 $2.57

Total $15,000 .00 $9,930 .00 $12,850.00 $37,780.00

Acquisitions By Mamma.com and a Private Placement of Mamma .com Securities 124 . Defendants were also motivated to engage in the fraudulent scheme t o complete two acquisitions and raise, through a private placement of Company stock and warrant s to purchase Company stock, $16 .6 million . 55
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125 . On March 3, 2004, the day after the beginning of the Class Period an d Defendants' issuance of a materially false and misleading a press release reporting spectacula r results for the quarterly period ended December 31, 2003 for Mamma .com, Defendants announced an agreement to acquire Digital Arrow LLC . Mamma.com planned to use its stock , artificially inflated to more than three times its pre-Class Period price by Defendants' materiall y false an d misleading misstatements, in its purchase of Digital Arrow LLC . 126 . On November 25, 2004, eight days after Defendants filed a materiall y false and misleading 6-K purporting to report Mamma .com's third quarter 2004 results, Mamma .com announced that it had entered into an agreement to acquire Copernic Technologies Inc. Mamma .com planned to use its artificially inflated stock in its purchase of Copernic Technologies Inc . 127 . On June 29, 2004, Defend ants, as a group, issued a press release repo rting an agreement to sell approximately 1 .5 million shares of Mamma .com stock and warrants for $16 .6 million in proceeds in a private placement.

APPLICABILITY OF PRESUMPTION OF RELIANCE : FRAUD-ON-THE MARKET DOCTRIN E 128 . Lead Plaintiffs will rely, in part, upon the presumption of relianc e established by the fraud-on-the market doctrine in that : a. Defendants made public misrepresentations or failed to disclos e material facts during the Class Period; b . the omissions and misrepresentations were material ; c . the securities of the Company traded in an open and efficien t market ;

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d. the misrepresentations and omissions alleged would tend to induc e a reasonable investor to misjudge the value and prospects of the Company's securities ; and e. Lead Plaintiffs and other members of the Class traded i n Mamma.com stock between the time the Defendants failed to disclose or misrepresented material facts and the time the true facts were disclosed, without knowledge of the omitted o r misrepresented facts . 129 . At all relev ant times, the market for Mamma .com common stock was an efficient market for the following reasons, among others : a. Mamma .com common stock, met the requirements for listing, an d was listed and actively traded on the NASDAQ SmallCap Stock Market an d the Third Market Segment of the Frankfurt and Berlin stock exch anges in Germany, all highly efficient markets . b . As a regulated issuer, Mamma .com filed period reports with th e SEC and the Canadi an securities regulators; c. Mamma .com was followed by securities analysts employed b y brokerage firms who wrote reports which were distributed to the sales force and customers o f their respective firms. These reports were publicly available and entered the public marketplace ;

and
d. Mamma.corn regularly issued press releases which were carried b y national and international newswires . Each of these releases was publicly available and entere d the public marketplace . 130 . Based on the foregoing, the market for Mamma.com stock promptl y digested current information with respect to Mamma .com from all publicly available sources and reflected such information in Mamma .com's stock price . Under these circumstances, all

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purchasers of Mamma .com common stock during the Class Period suffered similar injury through their trades in Mamma .com stock at artificially inflated or distorted prices and a presumption of reliance applies .

NO STATUTORY SAFE HARBO R 131 . The statutory safe harbor provided for forward-looking statements under certain circumstances does not apply to any of the false statements pleaded in this complaint . Certain of the specific statements pleaded herein were not identified as "forward-lookin g statements" when made. To the extent there were any forward-looking statements, there were n o meaningful cautionary statements identifying important factors that could cause actual results t o differ materially from those in the purportedly forward-looking statements. Alternatively, to the extent that the statutory safe harbor does apply to any forward-looking statements pleade d herein, Defendants are liable for those false forward-looking statements because at the time eac h of those forward-looking statements was made the particular speaker knew that the particular forward-looking statements was made the particular speaker knew that the particular forwardlooking statement was false and/or the forward-looking statement was authorized and/or approved by an executive officer of Mamma .com who knew that those statements were fals e when made .

CAUSATION AND ECONOMIC LOS S 132 . During the Class Period, as detailed herein, Defendants engaged in a scheme to deceive the market, and a course of conduct that artificially inflated Mamma .com' s stock price and operated as a fraud or deceit on Class Period purchasers of Mamma .com's stock

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by misrepresenting and/or omitting the Company's ties with Defendant Kott, a notorious stoc k swindler, and Defendant Kott's manipulation of the Company's stock . . 133 . Ultimately, however, when the truth about Defendant Kott's involvemen t with Mamma.com became apparent to investors, shares of Mamma .com declined precipitously - evidence that the prior artificial inflation in the price of Mamma .com shares was eradicated . As a result of their purchases of Mamma .com stock during the Class Period, Lead Plaintiffs an d other members of the Class suffered economic losses, i .e. damages under the federal securities laws . 134 . By improperly characterizing the Company' s ties with Defendant Kott, th e defendants presented a misleading image of Mamma .com's business and future prospects . During the Class Period, Defendants actively concealed and failed to disclose Defendant Kott' s ownership, influence and control over Mamma .com . This caused and maintained the artificial inflation in Mamma .com's stock price throughout the Class Period until the truth about Kott' s ties to the Company was ultimately revealed to investors . 135 . Defendants' false and materially misleading statements had the intended effect of causing Mamma .com's shares to trade at artificially inflated levels throughout the Clas s Period - - reaching a Class Period high of over $17 .49 per share in April of 2004 . 136 . On February 16, 2005, the truth about the Company began to emerge . That date, Defendants revealed that PwC had refused the Company's 2004 audit engagement and that PwC considered the links between Defendant Kott and the Company so troubling that it announced that it would withdraw its past audited financial statements if the SEC investigation or an ongoing inquiry by the board of directors unearthed any further "issues or concerns ." That same day, Defendant Bertrand confessed that the SEC had requested information during th e

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previous year on any connections between Defendant Kott and the company . Mamma .com also declared it had begun its own "independent" investigation into news reports "that an individual and persons acting jointly or in concert with him may have had a controlling influence on the company in the past as a result of undisclosed shareholdings ." 137 . These belated disclosures had an immediate, adverse impact on the p rice of Mamma.com shares . Immediately after Defendants issued their February 16, 2005, press release, investors rushed to the market to sell their Mamma .com stock . . In conjunction with the Company's announcement that it would not be releasing its year 2004 audited financials, this caused an afternoon trading halt of the Company's stock . Upon resumption of trading later the same day, the shares fell precipitously - - falling to a low of $3 .66 per share, down over 40% from the prior day's closing price of $6 .28 per share . Over those two days, over 22 million shares of Mamma .com stock traded hands, an extraordinarily high volume . 138 . This dramatic share price decline eradicated much of the artificial inflation from Mannna.com's share price, causing real economic loss to investors who purchased this stock during the Class Period. In sum, as the truth about Defendants' fraud and illegal course of conduct became known to investors, and as the artificial inflation in the price of Mamma .com shares was eliminated, plaintiff and the other members of the Class were damaged .

FIRST CLAI M VIOLATION OF SECTION 10(b) OF THE EXCHANGE ACT AND RULE 10b-5 PROMULGATED THEREUNDER AGAINST MAMMA .COM AND THE INDIVIDUAL DEFENDANT S 139 . Lead Plaintiffs repeat and reallege each and every allegation contained above as if fully set forth herein .

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140 . This Count is asserted against Defendants and is based upon Section 10(b ) of the Exchange Act, 15 U .S.C . 78j(b) and Rule lOb-5 promulgated thereunder . This Claim is based upon the deceptive and manipulative acts of the Defendant s 141 . During the Class Period, Defendants, singly and in concert, directl y engaged in a common plan, scheme, and unlawful course of conduct, pursuant to which they knowingly or recklessly engaged in acts, transactions, practices and courses of business which operated as a fraud and deceit upon Lead Plaintiff and the other members of the Class ; made various deceptive and untrue statements of material facts and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading ; and employed devices, schemes, and artifices to defraud i n connection with the purchase and sale of securities . The purpose and effect of said scheme, plan, and unlawful course of conduct was, among other things, to : (i) conceal the adverse facts concerning the Company's relationship with Defendant Kott ; (ii) manipulate the market for Mamma .com securities by, among other methods, issuing materially false and misleading statements about the Company and then taking advantage of this artificial inflation by "dumping" their privately held, disclosed and/or undisclosed Mamma .com stock; (iii) artificially inflate, distort, and/or maintain the market price of Mamma .com stock so that Defendants could sell over $16 .6 million of Mamma .com stock in a PIPE transaction and use material amounts of Company stock as consideration used to acquire other companies ; and (iv) cause Lead Plaintiffs and the other members of the Class to trade in Mamma .com stock at inflated or distorted prices . 142 . During the Class Period, Defendants, pursuant to said plan, scheme, an d unlawful course of conduct, knowingly and/or recklessly : (i) participated directly or indirectly in the preparation and issuance of deceptive and materially false and misleading statements to the

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investing public as identified above ; and (ii) participated directly or indirectly in the scheme to sell millions of shares of Mamma .com stock to unsuspecting investors in both public and private equity and stock sales and by using shares of the Company as consideration used to acquire the assets of other companies, as identified above . 143 . The Individual Defendants, by virtue of their positions at the Company , had actual knowledge of the materially false and misleading statements and material omissions alleged herein and intended thereby to deceive Lead Plaintiffs and the other members of the Class, or, in the alternative, the Individual Defendants acted with reckless disregard for the truth in that they failed or refused to ascertain and disclose such facts as would reveal the materially false and misleading nature of the statements made, although such facts were readily available to Defendants . Said acts and omissions of Defendants were committed knowingly or with reckless disregard for the truth and Defendants knew or recklessly disregarded that material facts were being misrepresented or omitted as described above . 144 . The Defendants had actual knowledge of, or recklessly disregarded th e existence of the scheme and illegal course of conduct which involved the undisclosed controlling influence and stock ownership by Defendant Kott and his manipulation of the Company's stock price, as alleged herein . 145 . Throughout the Class Period, Mamma .com acted through the Individua l Defendants, whom it portrayed and represented to analysts, the financial press, and the public as its valid representatives . The willfulness, motive, knowledge, and recklessness of the Individual Defendants is therefore imputed to Mamma .com, which is primarily liable for the securities law violations of the Individual Defendants while acting in their official capacities as Compan y

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representatives, or, in the alternative, which is liable for the acts of the Individual Defendant s under the doctrines of agency and respondeat superior . 146 . Additional information showing that the Defendants acted knowingly o r with reckless disregard for the truth is peculiarly within the Defendants' knowledge and control . As the senior managers and directors of the Company, the Individual Defendants had knowledg e of the details of the Company' s internal affairs . 147 . The Individual Defendants are liable both directly and indirectly for th e wrongs complained of herein . Because of their positions of control and authority, the Individual Defendants were able to and did, directly or indirectly, control the content of the statements of the Company . As officers and directors of a publicly-held company, the Individual Defendants had a duty to disseminate timely, accurate, and truthful information with respect to the Company's businesses, operations, future financial condition and future prospects . As a result of the dissemination of the aforementioned false and misleading reports, releases and public statements, the market price of Mamma .com stock was artificially inflated throughout the Class Period . In ignorance of the adverse facts concerning Mamma .com's business and financial condition which were concealed by Defendants, Lead Plaintiffs and the other members of the Class traded in Mamma .com stock at artificially inflated prices and relied upon the price of the stock, the integrity of the market for the stock and/or upon statements disseminated by Defendants, and were damaged thereby . 148 . During the Class Pe riod, Mamma . com stock traded on the NASDA Q SmallCap Stock Market and the Third Market Segment of the Frankfu rt and Berlin stock exchanges in Germany, all highly efficient markets . Lead Plaintiffs and the other members o f the Class, relying on the materially false and misleading statements described herein, which th e

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Defendants made, issued or caused to be disseminated, or relying upon the integrity of the market, traded in Mamma .com securities at prices artificially inflated by Defendants wrongful conduct . Had Lead Plaintiffs and the other members of the Class known the truth, they would not have traded in Mamma .com securities or would not have traded in Mamma .com securities at the inflated prices that were paid . At the time of the purchases by Lead Plaintiffs and the Class , the truth value of Mamma .com stock was substantially lower than the prices paid by Lea d Plaintiffs and the other members of the Class . The market price of Mamma .com's common stock declined sharply upon public disclosure of the facts alleged in this complaint . 149 . By reason of the foregoing, Defendants knowingly or recklessly, directl y or indirectly, violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgate d thereunder . 150 . As a result of the deceptive and manipulative conduct set forth herein , Plaintiffs and the other members of the Class purchased or otherwise acquired Mamma .com' s securities during the Class Period at artificially inflated prices and were damaged thereby .

SECOND CLAI M VIOLATION OF SECTION 20(a) OF THE EXCHANGE ACT AGAINST THE INDIVIDUALS DEFENDANTS AND DEFENDANT KOT T 151 . Lead Plaintiffs repeat and reallege each and every allegation containe d above as if fully set forth herein . 152 . The Individual Defendants and Defendant Kott were and acted a s controlling persons of Mamma .com within the meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level positions within the Company, participation in and/or awareness of the Company's operations and/or participation in and/or intimate knowledg e 64
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of Defendant Kott's involvement with and/or control over the Company and Defendant Kott's manipulation of the Company's stock price, the Individual Defendants and Defendant Kott (i) knew the adverse non-public information about Mamma .com's ownership and legal violations, or recklessly disregarded such adverse facts and (ii) had the power to influence and control and did influence and control, directly or indirectly, the decision-making of the Company, including the content and dissemination of the various statements which plaintiffs contend are false and misleading . 153 . Each of the Individual Defendants and Defendant Kott was provided wit h or had unlimited access to copies of the Company's reports, press releases, public filings and other statements alleged by Plaintiffs to be misleading prior to and/or shortly after these statements were issued and had the ability to prevent the issuance of the statements or cause the statements to be corrected. 154 . In addition, each of the Individual Defendants and Defendant Kott had direct involvement in the day-to-day operations of the Company, therefore, is presumed to have had the power to control or influence the particular transactions giving rise to the securities violations as alleged herein, and exercised the same . 155 . As directors and officers of a publicly-owned company, the Individual Defendants had a duty to disseminate accurate and truthful information with respect to Mamma .com's financial condition, ownership, prospects, and compliance with applicable laws and to promptly correct any public statements issued by Mamma.com which had become materially false or misleading . 156 . Throughout the Class Period, the Individual Defendants and Defendan t Kott exercised their power and authority to cause Mamma .com to engage in the wrongful act s

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complained of herein . Therefore, each was a "controlling person" of Mamma .com within the meaning of Section 20(a) of the Exchange Act . In their capacities, the Individual Defendants and Defendant Kott culpably participated in the unlawful conduct alleged which artificially inflated the market price of Mamma .com stock . 157 . By virtue of their controlling positions, the Individual Defendants an d Defendant Kott are liable pursuant to Section 20(a) of the Exchange Act for violations of Mamma.com . As a direct and proximate result of Defendants' wrongful conduct, Plaintiffs and other members of the Class suffered damages in connection with their purchases of the Company's stock during the Class Period . WHEREFORE, Lead Plaintiffs, on their own behalf and on behalf of the Class, prays for judgment against Defendants as follows : (a) Declaring this action to be a proper class action and certifyin g Lead Plaintiffs as class representatives under Rule 23 of the Federal Rules of Civil Procedure ; (b) awarding compensatory damages in favor of Lead Plaintiffs an d the other members of the Class against all Defendants, jointly and severally, for the damages sustained by Lead Plaintiffs and the Class as a result of the acts and transactions alleged herein, together with interest thereon ; (c) awarding Lead Plaintiffs the fees and expenses incurred in this action, including reasonable allowance of fees for Lead Plaintiff's attorneys and experts, and other costs; and (d) granting such other and further relief as this Court may deem jus t and proper.

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JURY TRIAL DEMAN D Lead Plaintiffs demand a jury trial of all issues so triable . DATED : July 29, 2005 Respectfully submitted , MILBERG WEISS BERSHAD & SCHULMAN LLP

By : Steven G. Sc ulman ( -25 ) Daniel B. Scotti (DS- 139) Michael Eisenkraft -6974 ) One Pennsylvania Plaza - 49th Floor New York, NY 10119-0165 Telephone : (212) 594-5300 Facsimile : (212) 868-1229 COHEN, MILSTEIN, HAUSFELD & TOLL, P .L.L.C.

. By : N j Y emix u~~ A63 .T Steven J . Tol l Daniel S . Sommers Matthew K. Handle y 1100 New York Avenue, N .W . West Tower, Suite 500 Washington, D .C . 20005-3964 Telephone : (202) 408-4600 Facsimile: (202) 408-4699 Co-Lead Counsel for the Class

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CERTIFICATE OF SERVIC E I, Michael Eisenkraft, hereby certify that on July 29, 2005, I caused the foregoin g CONSOLIDATED AMENDED CLASS ACTION COMPLAINT to be served b y international registered mail on the individuals and entities listed below as follows : David Goldman c/o Mamma .com 388 St. Jacques Street West, 9th Floor Montreal, Quebec H2Y IS1 Canada Daniel Bertrand c/o Mamma .com 388 St. Jacques Street West, 9th Floor Montreal, Quebe c H2Y 1S 1 Canada Mamma.com 388 St. Jacques Street West, 9th Floor Montreal, Quebec H2Y 1S1 Canada

Guy Faur e c/o Mamma.com 388 St. Jacques Street West, 9th Floor Montreal, Quebec

H2Y 1S 1
Canada Irving Kott c/o Jormian International Advisors 3448 Rue Stanle y Montreal, Quebec H3A 1R8 Canada

~elEsenkraft