Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ancira Alonso
  2. Issuer Name and Ticker or Trading Symbol
QUEPASA CORP [QPSA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O GAN, CAMPOS ELISEOS NO. 29, COLONIA RINCON DEL BOSQUE
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2006
(Street)

MEXICO D.F., MEXICO 11580
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/31/2006   A   1,250 A $ 0 1,250 D  
Common Stock 03/31/2007   A   1,250 A $ 0 2,500 D  
Common Stock 06/30/2007   A   1,250 A $ 0 3,750 D  
Common Stock 09/30/2007   A   1,250 A $ 0 5,000 D  
Common Stock 12/31/2007   A   1,250 A $ 0 6,250 D  
Common Stock 01/18/2008   A   3,500 A $ 0 9,750 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series 1 Warrant to purchase Common Stock $ 12.5 01/25/2008   H     1,000,000 10/17/2006 10/17/2016 Common Stock 1,000,000 (1) 0 I See footnote (2)
Series 1 Warrant to purchase Common Stock $ 2.75 01/25/2008   P   1,000,000   01/25/2008 10/17/2016 Common Stock 1,000,000 (1) 1,000,000 I See footnote (2)
Series 2 Warrant to purchase Common Stock $ 15 01/25/2008   H     1,000,000 10/17/2006 10/17/2016 Common Stock 1,000,000 (1) 0 I See footnote (2)
Series 2 Warrant to purchase Common Stock $ 2.75 01/25/2008   P   1,000,000   01/25/2008 10/17/2016 Common Stock 1,000,000 (1) 1,000,000 I See footnote (2)
Stock Option (right to buy) $ 2.49 01/18/2008   A   12,500     (3) 01/18/2008 Common Stock 12,500 $ 0 12,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ancira Alonso
C/O GAN, CAMPOS ELISEOS NO. 29
COLONIA RINCON DEL BOSQUE
MEXICO D.F., MEXICO 11580
  X      

Signatures

 /s/ Alonso Ancira   01/28/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The transaction reported in the first four rows of Table II represents the amendment of two outstanding warrants, to reduce the exercise price of each warrant to $2.75 per share.
(2) Mexicans & Americans Trading Together, Inc. ("MATT Inc."), which directly owns the securities reported herein, is a wholly owned subsidiary of Altos Hornos de Mexico, S.A.B. de C.V. ("AHMSA"). Grupo Acerero del Norte, S.A. de C.V. ("GAN"), of which Mr. Alonso Ancira ("Mr. Ancira") is a shareholder, is the majority shareholder of AHMSA. By virtue of his ownership position in GAN, Mr. Ancira may be deemed to beneficially own the securities reported herein. Mr. Ancira hereby disclaims any beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), except to the extent of his pecuniary interest therein as determined in accordance with the Act and the rules adopted thereunder.
(3) The option vests in 12 equal monthly installments through December 31, 2008.

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