UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
QUEPASA.COM, INC.
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(Name of Issuer)
Common Stock, Par Value $.001 per Share
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(Title of Class of Securities)
74833W107
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(CUSIP Number)
August 7, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages(s))
SCHEDULE 13G
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1) Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only)
Sutter Holding Company, Inc.
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2) Check the Appropriate Box (a) [ ]
if a Member of a Group
(See Instructions) (b) [ ]
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3) SEC Use Only
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4) Citizenship or Place of Organization
Delaware
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Number of Shares
Beneficially Owned
by Each Reporting
Person with:
(5) Sole Voting Power
The Reporting Person beneficially owns 1,088,583 shares of Common Stock, Par
Value $.001 per Share ("Shares") of the Issuer, or 6.1% of the total outstanding
Shares reported by the Issuer as of the end of its most recent fiscal year at
December 31, 2001. The Reporting Person has sole voting and disposition power
over the Shares, but Robert E. Dixon and William G. Knuff, III are the sole
directors and co-chief executive officers of the Reporting Person. Mssrs. Dixon
and Knuff may therefore be deemed to control voting and disposition of the
Shares held by the Reporting Person.
(6) Shared Voting Power
The Reporting Person beneficially owns 1,088,583 shares of Common Stock, Par
Value $.001 per Share ("Shares") of the Issuer, or 6.1% of the total outstanding
Shares reported by the Issuer as of the end of its most recent fiscal year at
December 31, 2001. The Reporting Person has sole voting and disposition power
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over the Shares, but Robert E. Dixon and William G. Knuff, III are the sole
directors and co-chief executive officers of the Reporting Person. Mssrs. Dixon
and Knuff may therefore be deemed to control voting and disposition of the
Shares held by the Reporting Person.
(7) Sole Dispositive Power
The Reporting Person beneficially owns 1,088,583 shares of Common Stock, Par
Value $.001 per Share ("Shares") of the Issuer, or 6.1% of the total outstanding
Shares reported by the Issuer as of the end of its most recent fiscal year at
December 31, 2001. The Reporting Person has sole voting and disposition power
over the Shares, but Robert E. Dixon and William G. Knuff, III are the sole
directors and co-chief executive officers of the Reporting Person. Mssrs. Dixon
and Knuff may therefore be deemed to control voting and disposition of the
Shares held by the Reporting Person.
(8) Shared Dispositive Power
The Reporting Person beneficially owns 1,088,583 shares of Common Stock, Par
Value $.001 per Share ("Shares") of the Issuer, or 6.1% of the total outstanding
Shares reported by the Issuer as of the end of its most recent fiscal year at
December 31, 2001. The Reporting Person has sole voting and disposition power
over the Shares, but Robert E. Dixon and William G. Knuff, III are the sole
directors and co-chief executive officers of the Reporting Person. Mssrs. Dixon
and Knuff may therefore be deemed to control voting and disposition of the
Shares held by the Reporting Person.
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person
Sutter Holding Company, Inc. 1,088,583 Shares
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10) Check if the Aggregate Amount [ ]
in Row 9 Excludes Certain
Shares (See Instructions)
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11) Percent of Class Represented
by Amount in Row 9 6.1%
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12) Type of Reporting Person
(See Instructions)
CO
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Item 1.
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(a) The name of issuer as to whose securities this statement relates is
QuePasa.com, Inc. (the "Issuer").
(b) The address of the Issuer's principal place of business is 7904 E.
Chaparral Road, Suite A-110, PMB # 160, Scottsdale, Arizona 85250.
Item 2.
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(a-c) Sutter Holding Company, Inc. (the "Reporting Person"), is a Delaware
corporation. Its principal business address is 150 Post Street, Suite 320,
San Francisco, California 94108.
(d-e) The subject securities are the issuer's shares of Common Stock, Par
Value $.001 per Share (CUSIP No. 74833W107)
Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c) check
whether the person filing is a:
(a-j) Not applicable.
Item 4. Ownership.
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(a-c) The Reporting Person beneficially owns 1,088,583 shares of Common
Stock, Par Value $.001 per Share ("Shares") of the Issuer, or 6.1% of the total
outstanding Shares reported by the Issuer as of the end of its most recent
fiscal year at December 31, 2001. The Reporting Person has sole voting and
disposition power over the Shares, but Robert E. Dixon and William G. Knuff, III
are the sole directors and co-chief executive officers of the Reporting Person.
Mssrs. Dixon and Knuff may therefore be deemed to control voting and disposition
of the Shares held by the Reporting Person.
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Item 5. Ownership of Five Percent or Less of a Class.
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Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
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The Reporting Person beneficially owns 1,088,583 shares of Common Stock,
Par Value $.001 per Share ("Shares") of the Issuer, or 6.1% of the total
outstanding Shares reported by the Issuer as of the end of its most recent
fiscal year at December 31, 2001. The Reporting Person has sole voting and
disposition power over the Shares, but Robert E. Dixon and William G. Knuff, III
are the sole directors and co-chief executive officers of the Reporting Person.
Mssrs. Dixon and Knuff may therefore be deemed to control voting and disposition
of the Shares held by the Reporting Person. The Reporting Person is a
corporation, and its shareholders may therefore have the right to receive
dividends from, or the proceeds from the sale of, the Shares. None of the
shareholders of the Reporting Person would, by virtue of their capital interest
in the Reporting Person, have an interest in dividends from, or the proceeds
from the sale of, the Shares relating to more than 5% of the outstanding Shares.
Item 7. Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on By the Parent Holding
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Company.
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Not applicable.
Item 8. Identification and Classification of Members of the Group.
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Not applicable.
Item 9. Notice of Dissolution of Group.
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Not applicable.
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Item 10. Certification.
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By signing below, the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, we certify that the information set forth in this statement
is true, complete and correct.
Date: August 9, 2002
Sutter Holding Company, Inc.
By: /s/Robert Dixon
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Robert Dixon, Co-Chief Executive Officer
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