UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
QUEPASA.COM, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
74833W-10-7
(CUSIP Number)
Jeffrey Peterson, President
Vayala Corporation
5150 North 16th Street, Suite B-145
Phoenix, AZ 85016
(602) 266-6679
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 14, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) - Vayala Corporation
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3. SEC Use Only ________________________________________
4. Source of Funds (See Instructions)
Vayala Corporation - OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
6. Citizenship or Place of Organization - Delaware
7. Sole Voting Power Number of Shares - 2,782,471
Vayala Corporation - 2,782,471
Jeffrey Peterson, Vayala Corporation's President, previously reported
that pursuant to a voting trust agreement Mr. Peterson has sole voting
power through Vayala Corporation to vote 2,386,243 shares that are in
addition to the 2,782,471 shares of Vayala Corporation reported above.
8. Shared Voting Power - 0
9. Sole Dispositive Power Each Reporting Person
Vayala Corporation - 0
10. With Shared Dispositive Power - 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Vayala Corporation (Voting Power Only): 2,782,471
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) - 16.21%
14. Type of Reporting Person (See Instructions) - CO
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JEFFREY PETERSON
Item 1. Security and Issuer.
This Schedule 13D statement relates to shares of common stock, $.001 par
value per share, of quepasa.com, inc., a Nevada corporation. The Issuer's
principal executive offices are located at 7904 E. Chaparral Road, Suite A110,
PMB#160, Scottsdale, Arizona.
Item 2. Identity and Background.
This statement is filed by Vayala Corporation as the Reporting Person.
Vayala Corporation is located at 5150 North 16th Street, Suite B-145, Phoenix,
Arizona 85016. Vayala Corporation, a Delaware corporation, is an Arizona-based
privately held company engaged in the development and marketing of a
comprehensive indexed, searchable database of documents on the Web. The
executive officers and directors of Vayala Corporation are Jeffrey Peterson,
President, Chairman, Treasurer and Chief Executive Officer; Albert Chen, Vice
President Corporate Development; David S. Hansen, Chief Technical Officer and
Brian Lu ,director, each of whom is a natural person. Kevin Dieball, a natural
person, is a control person of Vayala Corporation.
Jeffrey Peterson has his business address at 5150 North 16th Street, Suite
B-145, Phoenix, Arizona 85016. Mr. Peterson's principal occupation is as
President, Chairman, Treasurer and Chief Executive Officer of Vayala
Corporation.
Albert Chen has his business address at 5150 North 16th Street, Suite
B-145, Phoenix, Arizona 85016. Mr. Chen's principal occupation is as Vice
President Corporate Development of Vayala Corporation.
David S. Hansen has his business address at 5150 North 16th Street, Suite
B-145, Phoenix, Arizona 85016. Mr. Hansen's principal occupation is as Chief
Technical Officer of Vayala Corporation.
Brian Lu has his business address at 5150 North 16th Street, Suite B-145,
Phoenix, Arizona 85016. Mr. Lu's principal occupation is as an employee of
Vayala Corporation.
Kevin Dieball has his business address at 11252 E. Appaloosa Place
Scottsdale, AZ 85259. Mr. Dieball's principal occupation is as a private
investor.
During the last five years, the Reporting Person, including each of its
executive officers and directors and each person controlling the Reporting
Person, has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, the Reporting Person, including each of its
executive officers and directors and each person controlling 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.
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Item 3. Source and Amount of Funds or Other Considerations.
Vayala Corporation has not purchased any shares of Issuer, but is acting
only pursuant to proxies. Vayala Corporation paid no money for the voting rights
pursuant to the proxies.
Item 4. Purposes of Transaction.
Reporting Person Vayala Corporation's purposes for obtaining the voting
rights pursuant to the voting trust agreement may include, without limitation,
plans or proposals such as the following:
(1) dispositions of the Issuer securities through sales, transfers and
other means of disposing of the securities; (2) causing the sale or transfer of
assets of Issuer or any of its subsidiaries; (3) a change in the present board
of directors or management of Issuer; (4) change in the capitalization or
dividend policy of Issuer; (5) a change in Issuer's charter, bylaws or other
corporate documents and instruments; (6) causing a class of securities of Issuer
to be delisted or not traded on an exchange, system or association; (7) a
corporate transaction, such as a merger, reorganization or liquidation involving
Issuer or any of its subsidiaries; (8) a joint venture, partnership or
management arrangement impacting Issuer, or any of its subsidiaries and/or
affiliate entities or persons; (9) acquisitions of additional securities of
Issuer; (10) other changes in Issuer's business or corporate structure; and (11)
other actions similar to any of those listed above.
Item 5. Interest in Securities of the Issuer.
No transactions in the securities of the Issuer, other than those described
herein and in the Schedule 13D/A relating to Date of Event of February 21, 2002
and the Schedule 13D relating to Date of Event of February 12, 2002, were
effected by Vayala Corporation or its President, Mr. Peterson, during the past
sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Michael D. Silberman, Mark Kucher and Kevin Dieball have verbally agreed to
vote their respective shares in uniformity with one another as to any issues
that may come before the stockholders of the company. Further, they are
consulting with one another regarding the Issuer. The individuals completely
agreed to act as set forth as of January 4, 2002. The Proxy Agreement between
Ernest C. Garcia II, Verde Capital Partners LLC, Verde Investments, Inc. and
Michael Silberman was previously attached as an exhibit to the Schedule 13D
filed by Ernest C. Garcia II, Verde Capital Partners LLC, Verde Investments,
Inc. on February 8, 2002.
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Vayala Corporation has not entered into any written agreement with Michael
Silberman, Mark Kucher, Kevin Dieball, Ernest C. Garcia II, Verde Capital
Partners LLC, and Verde Investments, Inc., both of which entities are controlled
by Earnest C. Garcia regarding the voting of any shares. Mr. Peterson made a
verbal agreement to provide advice to the Silberman Group on February 21, 2002.
In connection with each of the following, on April 15, 2002, Vayala
Corporation verbally agreed with each person or entity listed below to vote the
shares subject to each proxy for the election of Jeffrey Peterson and Brian Lu
as directors of quepasa.com, inc. Jeffrey Peterson is an executive officer and
director and Brian Lu is a director of Vayala Corporation.
On March 12, 2002, Mark Kucher entered into a voting trust agreement
whereby for a period of six (6) months from the date of the agreement, Jeffrey
Peterson is entitled to vote the 2,386,243 shares of the Issuer's common stock
beneficially owned by Mr. Kucher. The Voting Trust Agreement was previously
attached to the Schedule 13D filed by Jeffrey Peterson on April 19, 2002.
On April 14, 2002, Kevin Dieball provided an irrevocable proxy appointing
Vayala Corporation its agent and proxy whereby for a period of six (6) months
from the date of the Proxy, Vayala Corporation is entitled to vote the 410,000
shares of the Issuer's common stock beneficially owned by Mr. Dieball.
On April 15, 2002, Jim Dilettosso provided an irrevocable proxy appointing
Vayala Corporation its agent and proxy whereby for a period of six (6) months
from the date of the Proxy, Vayala Corporation is entitled to vote the 60,000
shares of the Issuer's common stock beneficially owned by Mr. Dilettosso.
On April 16, 2002, Michael D. Silberman provided an irrevocable proxy
appointing Vayala Corporation its agent and proxy whereby for a period of six
(6) months from the date of the Proxy, Vayala Corporation is entitled to vote
the 1,065,000 shares of the Issuer's common stock beneficially owned by Mr.
Silberman.
On April 16, 2002, Ernest C. Garcia provided an irrevocable proxy
appointing Vayala Corporation its agent and proxy whereby for a period of sixty
(60) days from the date of the Proxy, Vayala Corporation is entitled to vote the
927,471 shares of the Issuer's common stock beneficially owned by Mr. Garcia.
On April 17, 2002, Albert Chen provided an irrevocable proxy appointing
Vayala Corporation its agent and proxy whereby for a period of six (6) months
from the date of the Proxy, Vayala Corporation is entitled to vote the 320,000
shares of the Issuer's common stock beneficially owned by Mr. Chen.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date April 23, 2002
VAYALA CORPORATION
By: /S/ JEFFREY PETERSON
------------------------
Jeffrey Peterson, President, Chairman,
Treasurer and Chief Executive Officer
CUSIP NO. 74833W-10-7
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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