UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
QUEPASA CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74833W206
(CUSIP Number)
December 31, 2010
(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).
CUSIP NO. 74833W206 13G/A Page 2 of 24 Pages
1.
NAME OF REPORTING PERSONS
Fredric W. Levin
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
223,191
6.
SHARED VOTING POWER
985,502
7.
SOLE DISPOSITIVE POWER
223,191
8.
SHARES DISPOSITIVE POWER
985,502
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,208,693
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 74833W206 13G/A Page 3 of 24 Pages
1.
NAME OF REPORTING PERSONS
Wende A. Cohen
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
19,300
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
19,300
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,300
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 74833W206 13G/A Page 4 of 24 Pages
1.
NAME OF REPORTING PERSONS
Sefra A. Levin
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
3,500
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
3,500
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 74833W206 13G/A Page 5 of 24 Pages
1.
NAME OF REPORTING PERSONS
Jesse A. Levin
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
2,500
7.
SOLE DISPOSITIVE POWER
0
8.
SHARES DISPOSITIVE POWER
2,500
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 74833W206 13G/A Page 6 of 24 Pages
1.
NAME OF REPORTING PERSONS
Wende Cohen Custodian for Sarah Jane Cohen UTMA
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
13,275
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
13.275
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,275
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12.
TYPE OF REPORTING PERSON
OO
CUSIP NO. 74833W206 13G/A Page 7 of 24 Pages
1.
NAME OF REPORTING PERSONS
Wende Cohen Custodian for Clayton Alexander Cohen UTMA
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
12,500
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
12,500
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12.
TYPE OF REPORTING PERSON
OO
CUSIP NO. 74833W206 13G/A Page 8 of 24 Pages
1.
NAME OF REPORTING PERSONS
Fredric Levin Trustee Kim E. Levin Trust
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
7,500
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
7,500
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12.
TYPE OF REPORTING PERSON
OO
CUSIP NO. 74833W206 13G/A Page 9 of 24 Pages
1.
NAME OF REPORTING PERSONS
Fredric Levin Trustee Amy G. Levin Trust
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
2,460
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
2,460
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,460
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12.
TYPE OF REPORTING PERSON
OO
CUSIP NO. 74833W206 13G/A Page 10 of 24 Pages
1.
NAME OF REPORTING PERSONS
Martha J. Levin
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
17,100
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
17,100
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,100
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 74833W206 13G/A Page 11 of 24 Pages
1.
NAME OF REPORTING PERSONS
Fredric Levin Trustee Martha J. Levin Trust u/t/a dated 10/9/1987
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
4,000
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
4,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12.
TYPE OF REPORTING PERSON
OO
CUSIP NO. 74833W206 13G/A Page 12 of 24 Pages
1.
NAME OF REPORTING PERSONS
Fredric Levin Trustee Martha J. Levin Trust u/t/a dated 7/10/1980
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
400
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
400
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12.
TYPE OF REPORTING PERSON
OO
CUSIP NO. 74833W206 13G/A Page 13 of 24 Pages
1.
NAME OF REPORTING PERSONS
Carla Strobel
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
2,675
6.
SHARED VOTING POWER
2,500
7.
SOLE DISPOSITIVE POWER
2,675
8.
SHARES DISPOSITIVE POWER
2,500
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,175
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 74833W206 13G/A Page 14 of 24 Pages
1.
NAME OF REPORTING PERSONS
John Brophy Custodian for Abygaele Evelyn Brophy UTMA
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
2,500
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
2,500
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12.
TYPE OF REPORTING PERSON
OO
CUSIP NO. 74833W206 13G/A Page 15 of 24 Pages
1.
NAME OF REPORTING PERSONS
John Brophy Custodian for Catherine Mary Brophy UTMA
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
2,500
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
2,500
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12.
TYPE OF REPORTING PERSON
OO
CUSIP NO. 74833W206 13G/A Page 16 of 24 Pages
1.
NAME OF REPORTING PERSONS
Fredric Levin Custodian for Henry Levin UTMA
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
11,282
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
11,282
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12.
TYPE OF REPORTING PERSON
OO
CUSIP NO. 74833W206 13G/A Page 17 of 24 Pages
1.
NAME OF REPORTING PERSONS
Puddy & Doggie, LLC
20-8519143
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
19,800
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
19,800
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,800
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12.
TYPE OF REPORTING PERSON
LLC
CUSIP NO. 74833W206 13G/A Page 18 of 24 Pages
1.
NAME OF REPORTING PERSONS
Valcor Partners, LLC
20-3873083
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
19,400
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
19,400
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,400
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12.
TYPE OF REPORTING PERSON
LLC
CUSIP NO. 74833W206 13G/A Page 19 of 24 Pages
1.
NAME OF REPORTING PERSONS
Amy L. Greenbaum
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
5,000
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
5,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 74833W206 13G/A Page 20 of 24 Pages
1.
NAME OF REPORTING PERSONS
Marilyn Kern
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
3,000
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
3,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 74833W206 13G/A Page 21 of 24 Pages
1.
NAME OF REPORTING PERSONS
Fredric Levin Roth IRA
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
None.
6.
SHARED VOTING POWER
836,985
7.
SOLE DISPOSITIVE POWER
None.
8.
SHARES DISPOSITIVE POWER
836,985
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
836,985
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12.
TYPE OF REPORTING PERSON
EP
Item 1.
(a)
Name of issuer: Quepasa Corporation
(b)
Address of issuer’s principal executive offices:
7550 E. Redfield Rd., Suite A
Scottsdale, AZ 85260
Item 2.
(a)
Names of persons filing: See Cover Pages, Item 1. This Amendment No. 5 is being filed to reflect the holdings of the Reporting Persons as of December 31, 2010.
(b)
Address of principal business office or, if none, residence:
All Reporting Persons (as defined below), except for the individuals reported below:
c/o Fredric W. Levin
16 S. Main Street #303
Norwalk, CT 06854
Carla Strobel
29 Blue Ribbon Drive
Westport, CT 06880
Jesse A. Levin and/or Sefra A. Levin
30 Beachside Avenue
Westport, CT 06880
John Brophy (as custodian)
373 South River Road
Calverton, NY 11933
Marilyn Kern
225 Central Park West
Apt. 1501
New York, NY 10024
(c)
Citizenship: See Cover Pages, Item 4.
(d)
Title of class of securities: Common Stock (including securities which represent a right to acquire Common Stock pursuant to Rule 13d-3(d)(1))
(e)
CUSIP No.: 74833W206
Item 3. Statement filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c):
Not applicable.
Item 4. Ownership
See Cover Pages, Items 5 through 11.
Amounts shown as beneficially owned are as of December 31, 2010. The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons (as defined below) are
based upon 15,271,480 shares of Common Stock outstanding as of December 29, 2010, as reflected in the Issuer’s Form S-1 filed December 29, 2010.
The securities are held directly by the various parties listed on the cover pages (the “Reporting Persons”). Fredric Levin shares voting and investment control over such securities (other than 2,675 shares held by Carla Strobel) and may be deemed to be the beneficial owner of such securities. Jesse Levin owns 100% of the interests in Valcor Partners, LLC, but Fredric Levin is its manager and has voting and investment control over the shares held by it. Sefra A. Levin owns 100% of the interests in Puddy & Doggie, LLC, but Fredric Levin is its manager and has voting and investment control over the shares held by it.
By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the securities of the Company. Each Reporting Person disclaims the existence of a “group” and disclaims beneficial ownership of all shares of Common Stock other than any shares reported herein as being owned by him, her or it, as the case may be.
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 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 or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See identities of Reporting Persons on cover pages. See disclaimer in Item 4.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below each of the Reporting Persons certifies that, to the best of his, her or 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.
SIGNATURE
Each of the undersigned hereby agrees that this Amendment to Schedule 13G with respect to the shares of Common Stock of Quepasa Corporation has been filed on behalf of the undersigned. After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such entity or individual is true, complete and correct.
Dated: February 8, 2011
Fredric W. Levin
Wende A. Cohen
Sefra A. Levin
Jesse A. Levin
Wende Cohen Custodian for Sarah Jane Cohen UTMA
Wende Cohen Custodian for Clayton Alexander Cohen UTMA
Fredric Levin Trustee Kim E. Levin Trust
Fredric Levin Trustee Amy G. Levin Trust
Martha J. Levin
Fredric Levin Trustee Martha J. Levin Trust u/t/a dated 10/9/1987
Fredric Levin Trustee Martha J. Levin Trust u/t/a dated 7/10/1980
Carla Strobel
Fredric Levin Custodian for Henry Levin UTMA
Puddy & Doggie, LLC
Valcor Partners, LLC
Amy L. Greenbaum
John Brophy Custodian for Catherine Mary Brophy UTMA
John Brophy Custodian for Abygaele Evelyn Brophy UTMA
Marilyn Kern
Fredric W. Levin Roth IRA
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By: |
| /s/ Fredric Levin |
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| Fredric W. Levin, |
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| Individually and as |
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| Attorney-in-fact for the |
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| above-listed Reporting Persons |
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