SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No.)*


Quepasa Corporation

(Name of Issuer)


Common Stock

(Title of Class of Securities)


74833W206

(CUSIP Number)



December 31, 2008

(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)

 

 

 

 Rule 13d-1(c)

 

 

X

 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).

 





CUSIP No. 74833W206


 

13G

Page 2 of 4 Pages




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)

 

 

 

(b)

 

 

 

 

3

 

 

SEC USE ONLY


4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

                              

NUMBER OF

5

SOLE VOTING POWER


1,086,409

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER


EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER


1,086,409

WITH

 

 

8

SHARED DISPOSITIVE POWER


9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,086,409  which includes (i) 137,500 shares of common stock and (ii) options to purchase 948,909 shares of common stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

 

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.0%

12

 

 

TYPE OF REPORTING PERSON*


IN - Individual







CUSIP No. 74833W206


 

13G

Page 3 of 4 Pages



Item 1.


(a)

Name of Issuer: Quepasa Corporation

(b)

Address of Issuer’s Principal Executive Offices: 224 Datura Street, Suite 1100, West Palm Beach, Florida 33401


Item 2.


(a)

Name of Person Filing: John Abbott

(b)

Address of Principal Business Office or, if none, Residence: 224 Datura Street, Suite 1100, West Palm Beach, Florida 33401

(c)

Citizenship: United States of America

(d)

Title of Class of Securities: Common Stock

(e)     CUSIP Number: 74833W206


Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


Not Applicable.


Item 4.

Ownership.


See Item 5 through 9 and 11 of cover page. The amount beneficially owned includes, where appropriate, securities not outstanding, which are subject to options, warrants, rights or conversion privileges that are exercisable within 60 days of December 31, 2008.


Item 5.

Ownership of Five Percent or Less of a Class.


Not Applicable.


Item 6.

Ownership of More than Five Percent on Behalf of Another Person.


Not Applicable.


Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.


Not Applicable.


Item 8.

Identification and Classification of Members of the Group.


Not Applicable.


Item 9.

Notice of Dissolution of Group.


Not Applicable.


Item 10.

Certification






CUSIP No. 74833W206


 

13G

Page 4 of 4 Pages



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: February 17, 2009


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/  JOHN ABBOTT

 

 

 

John Abbott