UNITED STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
———————
|
SCHEDULE 13D
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———————
|
Under the Securities Exchange Act of 1934
|
(Amendment No. )1
|
Quepasa Corporation
|
(Name of Issuer)
|
Common Stock, $0.001 par value
|
(Title of Class of Securities)
|
74833W206
|
(CUSIP Number)
|
Michael Matte
|
324 Datura Street, Suite 114
|
West Palm Beach, Florida 33401
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(561) 366-1249
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With copies to:
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Harris Cramer LLP
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3507 Kyoto Gardens Drive, Suite 320
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Palm Beach Gardens, FL 33410
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Attention: Michael D. Harris, Esq.
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
July 19, 2011
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 74833W206
|
13D
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John Abbott
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
|
7
|
SOLE VOTING POWER
2,774,862 (1)
|
|
SHARES
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
2,531,874
|
|
EACH
REPORTING
PERSON
|
9
|
SOLE DISPOSITIVE POWER
2,774,862 (1)
|
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
2,531,874
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,306,736
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% (2)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
|
———————
|
|
(1) Includes 2,602,362 stock options exercisable within 60 days.
|
|
(2) Based upon 16,668,281 shares of Common Stock outstanding as of July 26, 2011.
|
CUSIP No. 74833W206
|
13D
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Matte
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
|
7
|
SOLE VOTING POWER
1,956,762 (1)
|
|
SHARES
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
3,349,974
|
|
EACH
REPORTING
PERSON
|
9
|
SOLE DISPOSITIVE POWER
1,956,762 (1)
|
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
3,349,974
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,306,736
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% (2)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1) Includes 1,936,029 stock options exercisable within 60 days.
|
|
(2) Based upon 16,668,281 shares of Common Stock outstanding as of July 26, 2011.
|
CUSIP No. 74833W206
|
13D
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lars Batista
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
|
||
NUMBER OF
|
7
|
SOLE VOTING POWER
193,166 (1)
|
|
SHARES
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
5,113,570
|
|
EACH
REPORTING
PERSON
|
9
|
SOLE DISPOSITIVE POWER
193,166 (1)
|
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
5,113,570
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,306,736
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% (2)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1) Includes 9,250 stock options exercisable within 60 days.
|
|
(2) Based upon 16,668,281 shares of Common Stock outstanding as of July 26, 2011.
|
CUSIP No. 74833W206
|
13D
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ernesto Cruz
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
|
||
NUMBER OF
|
7
|
SOLE VOTING POWER
68,367 (1)
|
|
SHARES
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
5,238,369
|
|
EACH
REPORTING
PERSON
|
9
|
SOLE DISPOSITIVE POWER
68,367 (1)
|
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
5,238,369
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,306,736
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (2)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1) Includes 56,500 stock options exercisable within 60 days.
|
|
(2) Based upon 16,668,281 shares of Common Stock outstanding as of July 26, 2011.
|
CUSIP No. 74833W206
|
13D
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Malcolm Jozoff
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
|
7
|
SOLE VOTING POWER
140,866 (1)
|
|
SHARES
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
5,165,870
|
|
EACH
REPORTING
PERSON
|
9
|
SOLE DISPOSITIVE POWER
140,866 (1)
|
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
5,165,870
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,306,736
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% (2)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1) Includes 56,500 stock options exercisable within 60 days.
|
|
(2) Based upon 16,668,281 shares of Common Stock outstanding as of July 26, 2011.
|
CUSIP No. 74833W206
|
13D
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lionel Sosa
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
|
7
|
SOLE VOTING POWER
101,638 (1)
|
|
SHARES
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
5,205,098
|
|
EACH
REPORTING
PERSON
|
9
|
SOLE DISPOSITIVE POWER
101,638 (1)
|
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
5,205,098
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,306,736
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% (2)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1) Includes 52,750 stock options exercisable within 60 days.
|
|
(2) Based upon 16,668,281 shares of Common Stock outstanding as of July 26, 2011.
|
CUSIP No. 74833W206
|
13D
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jill Syverson-Stork
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
|
7
|
SOLE VOTING POWER
71,075 (1)
|
|
SHARES
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
5,235,661
|
|
EACH
REPORTING
PERSON
|
9
|
SOLE DISPOSITIVE POWER
71,075 (1)
|
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
5,235,661
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,306,736
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (2)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1) Includes 52,750 stock options exercisable within 60 days.
|
|
(2) Based upon 16,668,281 shares of Common Stock outstanding as of July 26, 2011.
|
CUSIP No. 74833W206
|
13D
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
a.
|
John Abbott
|
b.
|
324 Datura Street, Suite 114, West Palm Beach, Florida 33401
|
c.
|
Chief Executive Officer of the Company
|
d.
|
The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years.
|
e.
|
The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years.
|
f.
|
The Reporting Person is a United States citizen.
|
a.
|
Michael Matte
|
b.
|
324 Datura Street, Suite 114, West Palm Beach, Florida 33401
|
c.
|
Chief Financial Officer of the Company
|
d.
|
The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years.
|
e.
|
The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years.
|
f.
|
The Reporting Person is a United States citizen.
|
a.
|
Lars Batista
|
b.
|
324 Datura Street, Suite 114, West Palm Beach, Florida 33401Chief Executive Officer of the Company
|
c.
|
Director of the Company.
|
d.
|
The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years.
|
e.
|
The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years.
|
f.
|
The Reporting Person is a Brazilian citizen.
|
a.
|
Ernesto Cruz
|
b.
|
324 Datura Street, Suite 114, West Palm Beach, Florida 33401
|
c.
|
Director of the Company
|
d.
|
The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years.
|
e.
|
The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years.
|
f.
|
The Reporting Person is a Mexican citizen.
|
CUSIP No. 74833W206
|
13D
|
a.
|
Malcolm Jozoff
|
b.
|
324 Datura Street, Suite 114, West Palm Beach, Florida 33401
|
c.
|
Director of the Company
|
d.
|
The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years.
|
e.
|
The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years.
|
f.
|
The Reporting Person is a United States citizen.
|
a.
|
Lionel Sosa
|
b.
|
324 Datura Street, Suite 114, West Palm Beach, Florida 33401
|
c.
|
Director of the Company
|
d.
|
The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years.
|
e.
|
The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years.
|
f.
|
The Reporting Person is a United States citizen.
|
a.
|
Jill Syverson-Stork
|
b.
|
324 Datura Street, Suite 114, West Palm Beach, Florida 33401
|
c.
|
Director of the Company
|
d.
|
The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years.
|
e.
|
The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years.
|
f.
|
The Reporting Person is a United States citizen.
|
CUSIP No. 74833W206
|
13D
|
Item 3.
|
Source or Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of the Transaction.
|
CUSIP No. 74833W206
|
13D
|
Item 5.
|
Interest in Securities of the Issuer.
|
CUSIP No. 74833W206
|
13D
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7.
|
Material to be filed as Exhibits.
|
Exhibit 99.1.
|
Form of Voting Agreement
|
CUSIP No. 74833W206
|
13D
|
|
Date: July 29, 2011
|
By:
|
/s/ John Abbott
|
||
John Abbott
|
|||
/s/ Michael Matte
|
|||
Michael Matte
|
|||
/s/ Lars Batista
|
|||
Lars Batista
|
|||
/s/ Ernesto Cruz
|
|||
Ernesto Cruz
|
|||
/s/ Malcolm Jozoff
|
|||
Malcolm Jozoff
|
|||
/s/ Lionel Sosa
|
|||
Lionel Sosa
|
|||
/s/ Dr. Jill Syverson-Stork
|
|||
Dr. Jill Syverson-Stork
|
|||