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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
quepasa.com, inc.
(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
74833W107
(CUSIP Number)
January 26, 2000
(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 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).
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CUSIP NO. 74833W 10 7 13G PAGE 2 OF 5 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Ernest C. Garcia II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES 5 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6 SHARED VOTING POWER 1,385,124
WITH
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 1,164,471
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,385,124
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3%
12 TYPE OF REPORTING PERSON*
IN
*See Instructions
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CUSIP NO. 74833W 10 7 13G PAGE 3 OF 5 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Verde Capital Partners, LLC
86-0970811
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
NUMBER OF SHARES 5 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6 SHARED VOTING POWER 782,215
WITH
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 561,562
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON* 782,215
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.7%
12 TYPE OF REPORTING PERSON*
OO
*See Instructions
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CUSIP NO. 74833W 10 7 13G PAGE 4 OF 5 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Verde Reinsurance Company, Ltd.
66-0558988
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Island of Nevis
NUMBER OF SHARES 5 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6 SHARED VOTING POWER 340,909
WITH
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 340,909
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON* 340,909
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.0%
12 TYPE OF REPORTING PERSON*
CO
*See Instructions
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CUSIP NO. 74833W 10 7 13G PAGE 5 OF 5 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Verde Investments, Inc.
86-0706842
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ARIZONA
NUMBER OF SHARES 5 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6 SHARED VOTING POWER 262,000
WITH
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 262,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON* 262,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12 TYPE OF REPORTING PERSON*
CO
*See Instructions
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ITEM 1. (a) Name of Issuer:
quepasa.com, inc., a Nevada corporation ("Quepasa")
(b) Address of Issuer's Principal Executive Offices:
400 East Van Buren, 4th Floor
Phoenix, Arizona 85004
ITEM 2. (a) Name of Persons Filing:
Ernest C. Garcia II
Verde Capital Partners, LLC
Verde Reinsurance Company, Ltd.
Verde Investments, Inc.
(b) Address of Principal Business Office:
For each reporting person:
2525 E. Camelback Road, Suite 1150
Phoenix, Arizona 85016
(c) Citizenship:
Ernest C. Garcia II - U.S.A.
Verde Capital Partners, LLC - Arizona
Verde Reinsurance Company, Ltd. - Island of Nevis
Verde Investments, Inc. - Arizona
(d) Title of Class of Securities:
Common Stock, $0.001 par value per share
(e) CUSIP Number:
74833W107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with Section 240-13d-1(b)(1)(ii)
(J).
ITEM 4. OWNERSHIP.
(a)(b) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY
OWNED
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(i) Aggregate number of shares: 1,385,124(1)
(ii) Percentage of class: 8.3%(1)(2)
(iii) Sole voting power: 0
(iv) Shared voting power: 1,385,124
(v) Sole dispositive power: 0
(vi) Shared dispositive power: 1,164,471(3)
(1) Ernest C. Garcia II 1,385,124 8.3%
Verde Capital Partners, LLC 782,215 4.7%
Verde Reinsurance Company, Ltd. 340,909 2.0%
Verde Investments, Inc. 262,000 1.6%
</TABLE>
(2) Based on 16,738,375 outstanding shares pursuant to a certificate of
the Secretary of Quepasa dated January 28, 2000.
(3) 220,653 shares of Quepasa common stock issuable to Verde Capital
Partners, LLC are currently in escrow. Verde Capital Partners, LLC has the power
to vote these shares, but does not have the power to dispose of them. 110,327 of
the escrowed shares will be released from escrow upon the later of April 28,
2000 and the surviving company in the merger of eTrato.com, Inc. into a
wholly-owned subsidiary of Quepasa, effected on January 28, 2000, meeting
certain targets. 110,326 of the escrowed shares will be released from escrow
upon the later of July 28, 2000 and the surviving company in the eTrato merger
meeting certain targets. All of the escrowed shares will be released upon a
change of control in Quepasa.
Verde Capital Partners, LLC and Verde Reinsurance Company, Ltd. each
hold a Common Stock Purchase Warrant to purchase an additional 340,909 shares
each of Quepasa common stock. The Warrants becomes exercisable if the surviving
corporation in the merger of credito.com, Inc. into a wholly-owned subsidiary of
Quepasa, effected on January 26, 2000, meets certain targets or if there is a
change in control of Quepasa prior to December 31, 2001. The Warrants becomes
exercisable upon the later of the first date upon which the targets are achieved
or January 26, 2001, however the Warrant becomes immediately exercisable if
there is a change in control of Quepasa prior to December 31, 2001.
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(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS VOTING AND DISPOSITIVE POWER
(a) Verde Reinsurance:
(i) Sole power to vote or to direct the vote -- 0
(ii) Shared power to vote or to direct the vote - 340,909
(iii) Sole power to dispose or to direct the disposition -- 0
(iv) Shared power to dispose or to direct the disposition -
340,909
(b) Verde Investments:
(i) Sole power to vote or to direct the vote -- 0
(ii) Shared power to vote or to direct the vote - 262,000
(iii) Sole power to dispose or to direct the disposition -- 0
(iv) Shared power to dispose or to direct the disposition -
262,000
(c) Verde Capital:
(i) Sole power to vote or to direct the vote -- 0
(ii) Shared power to vote or to direct the vote - 782,215
(iii) Sole power to dispose or to direct the disposition -- 0
(iv) Shared power to dispose or to direct the disposition -
561,562
(d) Ernest C. Garcia II
(i) Sole power to vote or to direct the vote -- 0
(ii) Shared power to vote or to direct the vote - 1,385,124
(iii) Sole power to dispose or to direct the disposition -- 0
(iv) Shared power to dispose or to direct the disposition -
1,164,471
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [ ]
Instruction: Dissolution of a group requires a response to this item.
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities.
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
If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a
group has filed this schedule pursuant to Rule 240.13d-1(c) or Rule
240.13d-1(d), attach an exhibit stating the identity of each member of the
group.
See Schedule 1.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
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SIGNATURE
By signing below I certify that, to the best of my 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.
Dated: February 4, 2000 /s/ Ernest C. Garcia II
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Ernest C. Garcia II
Dated: February 4, 2000 Verde Investments, Inc., an Arizona corporation
By: /s/ Ernest C. Garcia II
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Name: Ernest C. Garcia II
Its: President
Dated: February 4, 2000 Verde Capital Partners, LLC,
an Arizona limited liability company
By: /s/ Ernest C. Garcia II
----------------------------------------------
Name: Ernest C. Garcia II
Its: Managing Member
Dated: February 4, 2000 Verde Reinsurance Company, Ltd.,
a corporation of the Island of Nevis
By: /s/ Ernest C. Garcia II
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Name: Ernest C. Garcia II
Its: President
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SCHEDULE 1 TO SCHEDULE 13G
This Schedule 13G is jointly filed pursuant to Rule 13a-1(c) and Rule
13d-1(k)(1) promulgated by the Securities and Exchange Commission ("SEC") under
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act") by:
(i) Verde Reinsurance Company, Ltd., by virtue of its direct beneficial
ownership of Common Stock of Quepasa; (ii) Verde Investments, Inc., by virtue of
its direct beneficial ownership of Common Stock of Quepasa; (iii) Verde Capital
Partners, LLC, by virtue of its direct beneficial ownership of Common Stock of
Quepasa; and (iv) Ernest C. Garcia II, by virtue of his indirect beneficial
ownership of Common Stock of Quepasa via his sole ownership of all of the common
stock of Verde Reinsurance and Verde Investments and his ownership of 55% of the
membership interests in Verde Capital, together with his control of that company
by virtue of his status as managing member.
The Reporting Persons may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Act.
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. AGREEMENT
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<S> <C>
99.1 Agreement re Joint Filing of Schedule 13G
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EXHIBIT 99.1
AGREEMENT RE JOINT FILING OF SCHEDULE 13G
Each of the undersigned hereby agrees:
1. Each of them is individually eligible to use the Schedule 13G to
which this Exhibit is attached, and such Schedule 13G is filed on behalf of each
of them; and
2. Each of them is responsible for the timely filing of such Schedule
13G and any further amendments thereto, and for the completeness and accuracy of
the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Dated: February 4, 2000 /s/ Ernest C. Garcia II
-----------------------------------------------
Ernest C. Garcia II
Dated: February 4, 2000 Verde Investments, Inc., an Arizona corporation
By: /s/ Ernest C. Garcia II
--------------------------------------------
Name: Ernest C. Garcia II
Its: President
Dated: February 4, 2000 Verde Capital Partners, LLC,
an Arizona limited liability company
By: /s/ Ernest C. Garcia II
--------------------------------------------
Name: Ernest C. Garcia II
Its: Managing Member
Dated: February 4, 2000 Verde Reinsurance Company, Ltd.,
a corporation of the Island of Nevis
By: /s/ Ernest C. Garcia II
--------------------------------------------
Name: Ernest C. Garcia II
Its: President
