QUEPASA COM INC, S-1/A, 1999-05-19

QUEPASA COM INC
S-1/A, 1999-05-19
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1999.

REGISTRATION NO. 333-74201
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 TO

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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quepasa.com, inc.
(Exact name of registrant as specified in charter)

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<S> <C> <C>
NEVADA 7379 86-0879433
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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ONE ARIZONA CENTER
400 EAST VAN BUREN, FOURTH FLOOR
PHOENIX, ARIZONA 85004
(602) 716-0106
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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JEFFREY S. PETERSON, CHIEF EXECUTIVE OFFICER
quepasa.com, inc.
ONE ARIZONA CENTER
400 EAST VAN BUREN, FOURTH FLOOR
PHOENIX, ARIZONA 85004
(602) 716-0106
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies of all communications to:

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<S> <C>
JEFFREY M. KNETSCH JOSEPH P. RICHARDSON
BROWNSTEIN HYATT & FARBER, P.C. BRYAN CAVE LLP
410 SEVENTEENTH STREET TWO NORTH CENTRAL AVE., #22000
DENVER, CO 80202 PHOENIX, AZ 85004
(303) 534-6335 (602) 364-7000
(303) 623-1956 (FAX) (602) 364-7070 (FAX)
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box: [ ]

CALCULATION OF REGISTRATION FEE

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<CAPTION>
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TITLE OF EACH CLASS AMOUNT PROPOSED PROPOSED MAXIMUM AMOUNT
OF SECURITIES TO BE MAXIMUM PRICE AGGREGATE OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value.... 4,600,000 shares(2) $12.00 $55,200,000 $16,284
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Representative's Warrants........ 400,000 warrants -- $100 --
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Common Stock underlying the
Representative's Warrants(3)... 400,000 shares $14.40 $ 5,760,000 $ 1,699
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Total................... $17,983(4)
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</TABLE>

(1) Estimated solely for computing the amount of the registration fee pursuant
to Rule 457(a) under the Securities Act.
(2) Includes the overallotment option granted to the representative of 600,000
shares.
(3) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
of shares of common stock issuable upon exercise of the representative's
warrants is subject to adjustment in accordance with the anti-dilution
provisions of such warrants.
(4) Previously paid.

THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2

SUBJECT TO COMPLETION DATED MAY 19, 1999

4,000,000 SHARES OF COMMON STOCK

[QUEPASA.COM LOGO]

Quepasa.com, inc. operates an Internet portal and online community that
provides users with information and interactive content centered around the
Spanish language. The quepasa.com community includes a search engine, free
e-mail, Spanish-language news feeds, chat rooms and message boards.

We are offering 4,000,000 shares of common stock at between $10.00 and
$12.00 per share.

We have applied to list our common stock on the Nasdaq National Market
under the symbol "PASA."

SEE "RISK FACTORS" BEGINNING ON PAGE 5 TO READ ABOUT FACTORS YOU SHOULD
CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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PER SHARE TOTAL
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<S> <C> <C>
Public offering price:...................................... $ $
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Underwriting discounts and commissions:..................... $ $
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Proceeds to quepasa.com, inc.:.............................. $ $
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We have granted the underwriters an option for 45 days to purchase up to an
additional 600,000 shares at the same price indicated above solely to cover
overallotments.

[Cruttenden Roth Logo] [H.C. Wainwright & Co., Inc. Logo]

The date of this prospectus is , 1999.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
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[INSIDE FRONT COVER PAGE: SCREENSHOT OF QUEPASA.COM HOMEPAGE]

YOU MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN
THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF COMMON
STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE
DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION
OF AN OFFER TO BUY THESE SHARES OF COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH
THE OFFER OR SOLICITATION IS UNLAWFUL.

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TABLE OF CONTENTS

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PAGE
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Prospectus Summary.......................................... 2
Risk Factors................................................ 5
Use of Proceeds............................................. 9
Dividend Policy............................................. 9
Dilution.................................................... 10
Capitalization.............................................. 11
Selected Financial Data..................................... 12
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 13
Our Business................................................ 17
Our Management.............................................. 27
Principal Stockholders...................................... 32
Related Party and Other Material Transactions............... 32
Description of Securities................................... 34
Underwriting................................................ 36
Legal Matters............................................... 38
Experts..................................................... 38
Change of Accountants....................................... 38
Additional Information...................................... 38
Financial Statements........................................ F-1
</TABLE>

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PROSPECTUS SUMMARY

The following summary includes all material items relating to the offering
and should be read with the more detailed information and financial statements
and notes thereto appearing elsewhere in this prospectus.

OUR BUSINESS

Quepasa.com is a Spanish-language Internet portal and online community
focused initially on the U.S. Hispanic market. We provide users with information
and interactive content centered around the Spanish language. Because the
language preference of many acculturated U.S. Hispanics is English, we also
offer our users the ability to access information and services in the English
language. We draw viewers to our Web site by providing a one-stop destination
for identifying, selecting and accessing resources, services, content and
information on the Web. Our online community includes a search engine, free
e-mail, Spanish-language news feeds, chat rooms and message boards. We are a
development stage company having launched the quepasa.com Web site in November
1998 and have not yet generated significant revenue. We anticipate that our
principal source of revenue will be fees paid by third parties for advertising
their products and services on our Web site.

OUR MARKET OPPORTUNITY

Our objective is to establish quepasa.com as a leading worldwide
Spanish-language online community, offering our services to Spanish-speaking
Internet users residing in the United States, Latin America, Europe and other
regions of the world. We believe that the Spanish-language Internet market is
presently underserved. Our initial focus is the U.S. Hispanic market where we
believe there will continue to be dramatic growth among Internet users. With
respect to the Spanish-language Internet market:

- The U.S. Hispanic population totals 29.6 million people or 11% of the
U.S. population and is expected to grow to 41.1 million or 14% of the
total U.S. population by 2010;

- Total U.S. Hispanic purchasing power is projected to be $383.0 billion in
1999, representing an increase of approximately 84% since 1990;

- Between 1994 and 1998, the percentage of U.S. Hispanic households that
owned computers increased from 13% to 30%, which amounted to
approximately 130% growth in four years;

- Between 1994 and 1998, the percentage of U.S. Hispanic households with
Internet access grew from 2% to 15%, which amounted to approximately 650%
growth in four years;

- According to International Data Corporation, the number of Internet users
in Latin America, excluding Portuguese-speaking Brazilians, is expected
to increase from 2.5 million at year end 1998 to 11.7 million by year end
2003;

- Spanish is the world's third most spoken language, used by approximately
350 million native speakers; and

- Twenty-one countries consider Spanish their primary language.

OUR STRATEGY

We are establishing quepasa.com as a leading Spanish-language online
community by executing a business strategy that includes:

- Developing quepasa.com in the United States and then globally as a
leading brand associated with the Internet for Spanish-language users;

- Acquiring and developing additional content and features for the
quepasa.com community;

- Entering into strategic relationships with business partners who offer
unique media, content, technology and distribution capabilities;

- Expanding into additional Spanish-speaking markets; and

- Generating revenue from the sale of advertising and through electronic
commerce.

OUR STRATEGIC RELATIONSHIPS

We have developed strategic relationships with leading providers of media
and content, including:

- Telemundo Network Group LLC, a U.S. Spanish-language television
network owned by Sony and Liberty Media;

- Miami Herald Online;

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- Fox Sports World Espanol;

- Arizona Diamondbacks;

- Reuters NewMedia;

- UPI; and

- WeatherLabs.

Our search engine is provided by Inktomi, a leader in search technology.
Exodus and GTE, two of the largest companies involved in connecting users to the
Internet, provide high-speed connections between our users, quepasa.com and
Inktomi. We have an agreement with 24/7 Media, Inc., a leading provider of
Internet advertising solutions, to sell advertising on our Web site to customers
solicited by 24/7 Media.

We believe growth in our Web site traffic was the result of advertising
campaigns and the continued development of our Web site content and features.
Our page views, which represent the number of times our server delivers a page
to a user, grew from approximately 103,700 in January 1999 to approximately
2,764,000 in April 1999 and our user session length grew from an average of
approximately 7.0 minutes to approximately 16.1 minutes. Total user sessions
grew from 40,284 in January 1999 to 324,100 in April 1999. Between February 28
and May 19, 1999 our e-mail users grew from 201 to approximately 20,000.

OUR HISTORY

We were incorporated in Nevada in June 1997 under the name Internet
Century, Inc. and changed our name in December 1998 to quepasa.com, inc. to
reflect our decision to operate a Spanish-language portal and online community.
Our corporate offices are located at One Arizona Center, 400 East Van Buren,
Fourth Floor, Phoenix, Arizona 85004, telephone number (602) 716-0106. Our
quepasa.com Web site is located at www.quepasa.com. Information contained in our
Web site should not be considered a part of this prospectus.

THE OFFERING

Unless otherwise indicated, all information in this prospectus assumes (1)
no exercise of the overallotment option granted to the underwriters and (2) an
offering price of $11.00 per share.

Securities Offered(1)...... 4,000,000 shares of common stock.

Common Stock Outstanding
Prior to Offering(2)..... 9,775,833 shares of common stock.

Common Stock to be
Outstanding After
Offering(2).............. 13,775,833 shares of common stock.

Use of Proceeds............ Marketing and advertising expenses; development and
acquisition costs for additional Web site content
and features; general, administrative and other
operating expenses; technology and equipment
purchases; and working capital.

Proposed Nasdaq National
Market Symbol............ PASA

Risk Factors............... Investment in our common stock involves a high
degree of risk and could result in a loss of your
entire investment.
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(1) If the overallotment option granted to the underwriters is exercised in
full, 600,000 additional shares of common stock will be sold, with estimated
net proceeds to be received of $5,940,000 after deducting commissions and
expenses.

(2) Excludes an aggregate of 3,248,000 shares of common stock issuable upon
exercise of outstanding stock options and common stock purchase warrants and
400,000 shares of common stock issuable upon exercise of common stock
purchase warrants to be issued to the representative of the underwriters
upon completion of the offering. See "Management -- Stock Option Plan" and
"Underwriting."

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SUMMARY FINANCIAL DATA

The following tables set forth financial information which has been derived
from our audited financial statements for the period from inception, June 25,
1997, through December 31, 1997, for the year ended December 31, 1998 and
cumulative from inception, June 25, 1997 to December 31, 1998. The tables also
include financial information which has been derived from our unaudited
financial statements as of March 31, 1999, the three months ended March 31, 1999
and 1998 and cumulative from inception (June 25, 1997) through March 31, 1999.

<TABLE>
<CAPTION>
CUMULATIVE
INCEPTION CUMULATIVE FROM INCEPTION
THREE MONTHS ENDED (JUNE 25, 1997) FROM INCEPTION (JUNE 25, 1997)
MARCH 31, YEAR ENDED TO (JUNE 25, 1997) TO
STATEMENT OF ------------------------ DECEMBER 31, DECEMBER 31, TO DECEMBER 31,
OPERATIONS DATA 1999 1998 1998 1997 MARCH 31, 1999 1998
--------------- ----------- ---------- ------------ --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Product and content
development
expenses........... $ 186,691 $ 4,330 $ 414,873 $ -- $ 601,564 $ 414,873
Advertising and
marketing
expenses........... 2,062,607 -- 250,419 -- 2,313,026 250,419
Stock-based
compensation
expenses........... 479,000 -- 5,265,364 -- 5,744,364 5,265,364
General and
administrative
expenses........... 950,299 9,137 534,632 3,703 1,488,634 538,335
Net loss............. $(3,683,219) $ (13,467) $(6,513,228) $ (2,903) $(10,199,350) $(6,516,131)
Weighted average
number of shares
outstanding........ 9,075,833 9,075,833 9,075,833 9,075,833 9,075,833 9,075,833
Net loss per share... $ (.41) -- $ (.72) -- $ (1.12) $ (.72)
</TABLE>

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<CAPTION>
DECEMBER 31,
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1997 1998 MARCH 31, 1999
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BALANCE SHEET DATA ACTUAL ACTUAL ACTUAL AS ADJUSTED(1)
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<S> <C> <C> <C> <C>
Working capital............................. $ (2,883) $3,563,302 $1,483,843 $40,083,843
Total assets................................ $ 2,582 $4,611,464 $3,290,957 $41,890,957
Total liabilities........................... $ 5,465 $ 691,042 $2,574,754 $ 2,574,754
Stockholders' (deficit) equity.............. $ (2,883) $3,920,422 $ 716,203 $39,316,203
</TABLE>

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(1) As adjusted to reflect the sale of 4,000,000 shares of common stock offered
hereby at an assumed offering price of $11.00 per share and the application
of the net proceeds. See "Use of Proceeds."

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RISK FACTORS

This offering involves a high degree of risk. You should carefully consider
the risks and uncertainties described below and the other information in this
prospectus before deciding whether to invest in shares of our common stock. If
any of these risks occur, our business, results of operations and financial
condition could be adversely affected. This could cause the trading price of our
common stock to decline, and you might lose part or all of your investment.

OUR OPERATING HISTORY IS EXTREMELY LIMITED; WE EXPECT FUTURE LOSSES AND MAY NEED
MORE CAPITAL

We were incorporated in June 1997 and have generated no significant revenue
from our quepasa.com Web site. Accordingly, we have no operating history upon
which an investor can evaluate us, and our prospects are subject to the risks
and uncertainties encountered by companies that operate in the new and rapidly
evolving Internet market.

As of March 31, 1999, we had an accumulated deficit of approximately $10.6
million. Our limited operating history and the uncertainty of the Internet
market in which we operate our business make any prediction of our future
results of operations difficult or impossible. We expect to increase
considerably our operating expenses in the future, particularly advertising
expenses to develop and extend our quepasa.com brand and expenses relating to
content and features that we intend to develop, purchase or otherwise acquire
and add to our Web site. We do not expect that our revenue will cover those
expenses. As a result, we will continue to incur significant losses and may need
to raise additional capital. We cannot assure that we will be able to raise
additional capital and we do not know what the terms of such capital raising
would be. Any future sale of our equity securities would dilute the ownership
and control of our stockholders and could be at prices substantially below the
offering price.

WE WILL BE UNABLE TO GENERATE SUFFICIENT ADVERTISING REVENUE IF OUR TARGET
AUDIENCE DOES NOT ACCEPT OUR PRODUCTS AND SERVICES

We have only recently begun to promote our site and we cannot give
assurances that the Spanish-speaking population will accept our products and
services or that we will attract repeat users to our Web site. Because the
market for our products and services is new and evolving, it is difficult to
predict the future growth rate, if any, and the size of the market we have
targeted. If the market develops more slowly than we expect or becomes saturated
with competitors, or if our products and services are not accepted by the
market, we will be unable to generate enough advertising revenue to offset our
expenses and to earn profits.

OUR INABILITY TO DEVELOP THE QUEPASA.COM BRAND WILL SIGNIFICANTLY REDUCE OUR
ADVERTISING REVENUE

We intend to spend a significant portion of the net proceeds from this
offering to create and sustain a distinct brand loyalty among our targeted
population of Internet users. We believe that establishing and maintaining the
quepasa.com brand is of critical importance to our efforts to attract and expand
our audience. We also believe that brand recognition will become more important
due to the increasing number of Internet sites. Promotion and enhancement of the
quepasa.com brand will depend largely on our success in providing high quality
products and services and Web site content that is of interest to the worldwide
Spanish-speaking population. We cannot assure that success. Even if our desired
results are achieved, it is likely that we will expend significant additional
amounts in further developing and maintaining brand loyalty. Failure to develop
brand loyalty among our users could result in our being unable to generate
enough advertising revenue to offset our expenses and to earn profits.

IF WEB-BASED ADVERTISING IS NOT ACCEPTED BY ADVERTISERS OUR ADVERTISING REVENUE
MAY NOT BE SUFFICIENT TO OFFSET OUR EXPENSES

We will need revenue from the sale of advertisements on our Web pages to
offset expenses. At the present time, Web advertisers generally enter into only
short-term advertising contracts. Because Web site advertising is a new
phenomenon, few advertisers have significant experience with the Web as an

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advertising medium. Consequently, many advertisers have not devoted a
substantial portion of their advertising expenditures to Web-based advertising,
and may not find Web-based advertising to be effective for promoting their
products and services as compared to traditional print and broadcast media.

No standards have yet been widely accepted for the measurement of the
effectiveness of Web-based advertising, and we can give no assurance that such
standards will be developed or adopted sufficiently to sustain Web-based
advertising as a significant advertising medium. We cannot give assurances that
banner advertising, the predominant revenue producing mode of advertising
currently used on the Web, will be accepted as an effective advertising medium
or that we can effectively transition to any other forms of Web-based
advertising, should they develop. Recently, software programs became available
that limit or remove advertisements from an Internet user's desktop. This
software, if generally adopted by users, may materially and adversely affect
Web-based advertising.

OUR WEB SITE OPERATIONS COULD BE IMPAIRED IF WE LOSE THE SERVICES OF THIRD PARTY
TECHNOLOGY AND CONTENT PROVIDERS

Our business depends upon third parties, including providers of technology,
infrastructure, content and features.

We supplement our Web site directory listings with Web search results
provided by Inktomi under a non-exclusive agreement. We depend upon Inktomi for
ongoing maintenance and technical support to ensure accurate and rapid
presentation of search results to users of our Web site. Termination of our
relationship with Inktomi or Inktomi's failure to renew our agreement upon
expiration could result in substantial additional costs to us in developing or
replacing technology. We also rely upon Exodus and GTE for our Internet and
e-mail connections. Any interruption in the Internet access provided by Exodus
or GTE or any other provider of access could disrupt our Web site operations and
impair relations with our users.

We license content, including technology and related databases, from third
parties for portions of our quepasa.com Web site, including news from Reuters
and UPI, weather from WeatherLabs and chat services from Volano. Any errors,
delays or failures experienced in connection with these third party technologies
and services could have a negative effect on our relationship with users of our
Web site, could materially and adversely affect our brand and our business and
could subject us to liability to third parties for business negligence such as
defamation or libel.

SYSTEM FAILURE COULD DISRUPT OUR WEB SITE OPERATIONS

The continued and uninterrupted performance of our hardware and software is
critical to our reputation and our success in attracting traffic to our Web
site. Users of our site and our services, such as our e-mail services, may
become dissatisfied by system failures that may limit our Web site services.
Sustained or repeated system failures could significantly reduce the traffic on
our Web site and may impair our reputation and brand name. Our operations depend
on our ability to protect our computer systems from damage from fire, power
loss, water damage, telecommunications failures, vandalism and other malicious
acts, and similar unexpected adverse events. We may not carry enough business
interruption insurance to compensate for losses that may occur as a result of
any of these events. We also depend upon Internet browsers and Internet service
providers that provide users with access to the Internet and our Web site. Users
may experience difficulties due to system failures unrelated to our systems. Any
disruption in Internet access by Internet service providers and other third
party access providers, or any failure of such providers to handle higher
volumes of user traffic, could disrupt our Web site operations and impair
relations with our users.

OUR MANAGEMENT IS INEXPERIENCED AND MAY NOT BE ABLE TO MANAGE OUR GROWTH

Several executive officers and members of our board of directors joined us
recently, our management team has worked together for only a short time, and
none of our executive officers has extensive experience managing a rapidly
growing business enterprise. Any growth we experience will place a
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significant strain on our management and financial resources. Any inability of
our management to manage growth effectively could significantly increase our
operating expenses, impair our marketing efforts and limit the development of
our Web site.

GROWTH OF OUR WEB SITE MAY BE LIMITED BY GOVERNMENTAL REGULATIONS

Laws and regulations may be adopted with respect to the Internet covering
issues ranging from user privacy and defamation to taxation and intellectual
property ownership. Any laws or regulations adopted in the future affecting the
Internet could subject us to substantial liability. Such laws or regulations
could also adversely affect the growth of the Internet generally, and decrease
the acceptance of the Internet as a communications and commercial medium. In
addition, the growing use of the Internet has burdened the existing
telecommunications infrastructure. Areas with high Internet use relative to the
existing telecommunications structure have experienced interruptions in phone
service leading local telephone carriers to petition regulators to govern
Internet service providers and impose access fees on them. Such regulations, if
adopted in the United States or other places, could increase significantly the
costs of communicating over the Internet, which could in turn decrease the
demand for our products and services. The adoption of various proposals to
impose additional taxes on the sale of goods and services through the Internet
could also reduce the demand for Web-based commerce.

WE MAY FACE LIABILITY FOR INFORMATION CONTENT AND COMMERCE-RELATED ACTIVITIES

Because materials may be downloaded by the services that we operate or
facilitate and the materials may subsequently be distributed to others, we could
face claims for errors, defamation, negligence, or copyright or trademark
infringement based on the nature and content of such materials. We could also be
exposed to liability because of the listings that we select and make available
through our Web site, or through content and materials posted by users in chat
room and message board services that we provide. Even to the extent that claims
made against us do not result in liability, we may incur substantial costs in
investigating and defending such claims.

COMPETITION FOR INTERNET USERS MAY LIMIT TRAFFIC ON, AND THE VALUE OF, OUR WEB
SITE

The market for Internet products and services and the market for Internet
advertising and electronic commerce arrangements are extremely competitive, and
we expect that competition will continue to intensify. We believe that the
principal competitive factors in these markets are name recognition,
distribution arrangements, functionality, performance, ease of use, the number
of services and features provided and the quality of support. Our primary
competitors are other companies providing portal or other online services,
especially to Spanish-language Internet users such as Yahoo!, America Online,
StarMedia Network, Prodigy, Microsoft, Lycos and Ole. Most of our competitors,
as well as a number of potential new competitors, have significantly greater
financial, technical and marketing resources than we do. Our competitors may
offer Internet products and services that are superior to ours or that achieve
greater market acceptance. There can be no assurance that competition will not
limit traffic on, and the value of, our Website.

TECHNOLOGICAL CHANGES COULD IMPAIR OUR ABILITY TO COMPETE AND SUBJECT US TO
SIGNIFICANT EXPENDITURES

The market for Internet products and services is characterized by rapid
technological developments, frequent new product introductions and evolving
industry standards. The emerging character of these products and services and
their rapid evolution will require that we continually improve the performance,
features and reliability of our Internet content, particularly in response to
competitive offerings. There can be no assurance that we will be successful in
responding quickly, cost effectively and sufficiently to these developments. In
addition, the widespread adoption of new Internet technologies or standards
could require substantial expenditures by us to modify or adapt our Web site and
services and could fundamentally affect the character, viability and frequency
of Web-based advertising, either of which could have a material adverse effect
on our business. In addition, new Internet services or enhancements offered by
us

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may contain design flaws or other defects that could require costly
modifications or result in a loss of consumer confidence.

FAILURE OF OUR COMPUTER SYSTEM OR THE SYSTEMS OF THIRD PARTIES TO ACHIEVE YEAR
2000 COMPLIANCE COULD ADVERSELY AFFECT OUR BUSINESS

Many currently installed computer systems and software products are coded
to accept only two-digit entries to represent years in the date code field.
Computer systems and products that do not accept four-digit entries will need to
be upgraded or replaced to accept four-digit entries to distinguish years
beginning with 2000 from prior years. We are currently evaluating the Year 2000
issue as it relates to our entire internal computer system as well as computer
systems operated by third parties. We are incurring internal staff costs and may
incur consulting and other expenses related to making our computer systems Year
2000 compliant. We will expense these costs as incurred. In addition, computer
systems operated by third parties with which our systems interface may not
continue to properly interface with our systems or be compliant on a timely
basis with Year 2000 requirements. Any failure of our computer system or the
systems of third parties to achieve Year 2000 compliance could adversely affect
our business.

FUTURE SALES OF OUR COMMON STOCK OR SHARES ISSUABLE UPON EXERCISE OF STOCK
OPTIONS COULD ADVERSELY AFFECT OUR STOCK PRICE AND OUR ABILITY TO RAISE FUNDS IN
NEW STOCK OFFERINGS

We currently have 9,775,833 shares of common stock outstanding, of which
1,981,886 shares may now be sold, at the rate of at least 13,775 shares by each
of our stockholders every 90 days, under Rule 144 of the Securities Act and of
which 7,793,947 shares may be sold subject to the same volume limitation
commencing May 1999 through April 2000. Sale of substantial amounts of common
stock, or the perception that sales could occur, could reduce the market price
of the common stock. All of our stockholders have agreed not to sell or
otherwise transfer any of their shares until 180 days from the date of this
prospectus without the prior written consent of the representative of the
underwriters. A total of 6,000,000 shares of common stock have been reserved for
issuance upon the exercise of stock options granted under our Stock Option Plan
and 400,000 shares have been reserved upon exercise of common stock purchase
warrants to be issued to the representative of the underwriters. Currently,
there are outstanding stock options or common stock purchase warrants to acquire
3,248,000 shares of common stock at exercise prices ranging from $1.00 to the
greater of $12.00 or 120% of the offering price per share, including 1,400,000
common stock purchase warrants subject to demand and piggy-back registration
rights. See "Management -- Executive Compensation."

FORWARD-LOOKING STATEMENTS MAY BE UNRELIABLE

This prospectus contains forward-looking statements regarding our intent,
belief or current expectations. Discussions in this prospectus under the
headings "Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Our Business," as well as in
other parts of this prospectus include such forward-looking statements. These
statements are subject to a variety of risks and uncertainties, many of which
are beyond our control, which could cause our actual future results to differ
materially from those contemplated in the forward-looking statements. In
particular, the risks and uncertainties described under "Risk Factors" in this
prospectus could cause our actual future results to differ from what we
contemplate. Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this prospectus.

8
<PAGE> 11

USE OF PROCEEDS

After payment of underwriting commissions and other expenses of the
offering, the net proceeds of the offering are estimated to be $38.6 million, or
$44.5 million if the overallotment option is exercised. We expect to use the net
proceeds approximately as follows:

- $23.5 million for marketing and advertising expenses in order to globally
develop and maintain the quepasa.com brand;

- $8.0 million to further develop and acquire additional content and
features for the quepasa.com Web site;

- $4.0 million for general, administrative and other operating expenses
including the recruitment, training and payment of salaries of new
employees;

- $2.0 million to purchase additional technology and equipment; and

- $1.1 for working capital.

There may be changes in our proposed use of proceeds due to changes in our
business or the Internet industry in general.

Proceeds not immediately needed will be invested in bank certificates of
deposit, treasury bills, insured bank deposits or similar investments.

DIVIDEND POLICY

We have never declared or paid dividends on our common stock and do not
intend to pay dividends on our common stock in the foreseeable future. Instead,
we will retain any earnings to finance the expansion of our business and for
general corporate purposes.

9
<PAGE> 12

DILUTION

At March 31, 1999, the net tangible book value of our outstanding shares of
common stock was a deficit of approximately $1.1 million, or $.13 per common
share. "Net tangible book value" per share represents the total amount of our
tangible assets, less the total amount of our liabilities, divided by the number
of shares of common stock outstanding. Without taking into account any changes
in net tangible book value after March 31, 1999, other than to give effect to
the sale of the shares of common stock offered hereby at an assumed initial
public offering price of $11.00 per share, less underwriting discounts and
commissions and estimated costs of the offering, our net tangible book value at
March 31, 1999 would have been approximately $37.8 million, or $2.89 per share.
This represents an immediate increase in net tangible book value of $3.02 per
share of common stock to our existing stockholders and an immediate dilution of
$8.11 per share to new investors. "Dilution" per share represents the difference
between the price to be paid by the new stockholders and the net tangible book
value per share of common stock immediately after this offering.

The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $11.00
Net tangible book value per share before the offering..... $(.13)
Increase in net tangible book value per share attributable
to new investors purchasing in the offering............ $3.02
-----
Net tangible book value per share after the offering........ $ 2.89
------
Dilution per share to new investors......................... $ 8.11
======
</TABLE>

The following table sets forth the number of shares of common stock
purchased, the total consideration paid and the average price per share paid by
our existing stockholders as of March 31, 1999 and new investors purchasing the
shares of common stock offered hereby:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
----------------------- ------------------------ PRICE
NUMBER PERCENTAGE AMOUNT PERCENTAGE PER SHARE
---------- ---------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
New investors............ 4,000,000 30.6% $44,000,000 88.3% $11.00
Existing
stockholders(1)........ 9,075,833 69.4% $ 5,811,776 11.7% $ .64
---------- ----- ----------- -----
TOTALS................... 13,075,833 100.0% $49,811,776 100.0%
</TABLE>

- ---------------

(1) Excludes 700,000 shares issued subsequent to March 31, 1999 and shares of
common stock issuable upon exercise of stock options and common stock
purchase warrants. See "Management -- Stock Option Plan" and "Underwriting."

10
<PAGE> 13

CAPITALIZATION

The following table sets forth our historical and as adjusted
capitalization as of March 31, 1999, after deducting underwriting discounts and
commissions and estimated offering expenses. As adjusted capitalization reflects
the sale of the 4,000,000 shares of common stock offered hereby at an assumed
offering price of $11.00 per share and the application of the net proceeds.

<TABLE>
<CAPTION>
MARCH 31, 1999 MARCH 31, 1999
ACTUAL AS ADJUSTED
-------------- --------------
<S> <C> <C>
Long-term liabilities(1).................................... $ 2,000,000 $ 2,000,000
Stockholders' equity
Preferred stock, 5,000,000 no par value shares authorized,
no shares issued....................................... -- --
Common stock, 50,000,000, $.001 par value shares
authorized, 9,075,833 shares outstanding, 13,075,833
shares outstanding as adjusted(2)...................... 9,076 13,076
Additional paid-in capital................................ 10,906,477 49,502,477
Retained (deficit)........................................ (10,199,350) (10,199,350)
------------ ------------
Total stockholders' equity........................ $ 716,203 $ 39,316,203
============ ============
Total capitalization.............................. $ 2,716,203 $ 41,316,203
============ ============
</TABLE>

- ---------------
(1) Excludes approximately $2.3 million loaned to us subsequent to March 31,
1999 by our Chief Executive Officer. See "Related Party and Other Material
Transactions."

(2) Excludes 700,000 shares issued subsequent to March 31, 1999 and shares of
common stock issuable upon exercise of stock options and common stock
purchase warrants. See "Management -- Stock Option Plan" and "Underwriting."

11
<PAGE> 14

SELECTED FINANCIAL DATA

The following tables set forth financial information which has been derived
from our audited financial statements for the period from inception, June 25,
1997, through December 31, 1997, for the year ended December 31, 1998 and
cumulative from inception, June 25, 1997 to December 31, 1998. The tables also
include financial information derived from our unaudited financial statements as
of March 31, 1999, the three months ended March 31, 1999 and 1998 and cumulative
from inception (June 25, 1997) through March 31, 1999.

<TABLE>
<CAPTION>
CUMULATIVE
INCEPTION CUMULATIVE FROM INCEPTION
THREE MONTHS ENDED (JUNE 25, 1997) FROM INCEPTION (JUNE 25, 1997)
MARCH 31, YEAR ENDED TO (JUNE 25, 1997) TO
STATEMENT OF ------------------------ DECEMBER 31, DECEMBER 31, TO DECEMBER 31,
OPERATIONS DATA 1999 1998 1998 1997 MARCH 31, 1999 1998
--------------- ----------- ---------- ------------ --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Product and content
development
expenses........... $ 186,691 $ 4,330 $ 414,873 $ -- $ 601,564 $ 414,873
Advertising and
marketing
expenses........... 2,062,607 -- 250,419 -- 2,313,026 250,419
Stock-based
compensation
expense............ 479,000 -- 5,265,364 -- 5,744,364 5,265,364
General and
administrative
expenses........... 950,299 9,137 534,632 3,703 1,488,634 538,335
Other -- net......... 4,622 -- 47,940 (800) 51,762 47,140
----------- ---------- ----------- ---------- ------------ -----------
Net loss............. $(3,683,219) $ (13,467) $(6,513,228) $ (2,903) $(10,199,350) $(6,516,131)
=========== ========== =========== ========== ============ ===========
Weighted average
number of shares
outstanding........ 9,075,833 9,075,833 9,075,833 9,075,833 9,075,833 9,075,833
=========== ========== =========== ========== ============ ===========
Net loss per share... $ (.41) -- $ (.72) -- $ (1.12) $ (.72)
=========== ========== =========== ========== ============ ===========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1997 1998 MARCH 31, 1999
---------- ---------- ---------------------------
BALANCE SHEET DATA ACTUAL ACTUAL ACTUAL AS ADJUSTED(1)
- ------------------ ---------- ---------- ---------- --------------
<S> <C> <C> <C> <C>
Working capital............................. $ (2,883) $3,563,302 $1,483,843 $40,083,843
Total assets................................ $ 2,582 $4,611,464 $3,290,957 $41,890,957
Total liabilities........................... $ 5,465 $ 691,042 $2,574,754 $ 2,574,754
Stockholders' (deficit) equity.............. $ (2,883) $3,920,422 $ 716,203 $39,316,203
</TABLE>

- ---------------

(1) As adjusted to reflect the sale of 4,000,000 shares of common stock offered
hereby at an assumed offering price of $11.00 per share and the application
of the net proceeds. See "Use of Proceeds."

12
<PAGE> 15

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of
operations for the three months ended March 31, 1999 and 1998 and the year ended
December 31, 1998 and the period from June 25, 1997 (inception) through December
31, 1997 should be read in conjunction with our financial statements, the notes
related thereto, and the other financial data included elsewhere in this
prospectus.

RESULTS OF OPERATIONS

We are a development stage company and commenced operations on June 25,
1997. Our operations for the period June 25, 1997 through approximately May 1998
were limited to organizing our company, raising operating capital, hiring
initial employees and drafting our business plan. For this reason our results of
operations for the three months ended March 31, 1998 and the period ended
December 31, 1997 are not comparable to the results of operations for the three
months ended March 31, 1999 and the year ended December 31, 1998, respectively.

In 1998 we hired many of our current management and employees, raised
working capital for development and operations and launched the quepasa.com Web
site. We have had no significant revenue to date, but incurred $3.7 million and
$6.9 million of operating losses during the three months ended March 31, 1999
and the year ended December 31, 1998, respectively.

During the three months ended March 31, 1999, our $3.7 million operating
loss was comprised primarily of the following:

- $2.1 million for advertising and marketing expenses which primarily
included $1.2 million for our radio broadcast agreement with Heftel,
$300,000 for our advertising agreement with Garcia/LKS and $123,000 for
our television broadcast agreement with Telemundo;

- $950,000 for general and administrative expenses which primarily included
$600,000 of salaries and related expenses, professional fees of $150,000
and other office and related expenses of $200,000;

- $479,000 for stock-based compensation; and

- $187,000 for product and content development expenses which primarily
included $119,000 for Internet service costs and our Inktomi license
agreement.

During the three months ended March 31, 1999, interest expense was incurred
on a $2.0 million loan from The Monolith Limited Partnership, a principal
stockholder.

During the year ended December 31, 1998, our $6.5 million operating loss
was comprised primarily of the following:

- $5.3 million for stock-based compensation;

- $535,000 for general and administrative expenses which primarily included
$260,000 of salaries and related expenses, professional fees of $75,000,
rent of $27,000 and other office and related expenses of $173,000;

- $415,000 for product and content development expenses which primarily
included $187,000 for Internet service costs and our Inktomi license
agreement; and

- $250,000 for advertising and marketing.

During the year ended December 31, 1998, interest expense was related to
interest incurred on convertible notes payable.

We expect in the near term to incur significant continuing losses due to
ongoing substantial operating expenses offset by negligible revenue.

13
<PAGE> 16

Details of the stock option grants and common stock issuances, discussed
above which resulted in stock based compensation for the three months ended
March 31, 1999 and the year ended December 31, 1998 are as follows:

<TABLE>
<CAPTION>
NUMBER OF STOCK BASED VESTING
THREE MONTHS ENDED MARCH 31, 1999 SHARES/OPTIONS EXERCISE PRICE COMPENSATION(1) PERIOD
--------------------------------- -------------- -------------- --------------- -------
<S> <C> <C> <C> <C>
STOCK OPTION GRANTS
Directors............................ 50,000 $1.50 to $8.00 $426,500 (2)
Employees............................ 35,000 $1.00 $ 52,500 3 years

YEAR ENDED DECEMBER 31, 1998
STOCK OPTION GRANTS
Officer.............................. 50,000 $1.50 $113,000 (2)
Employees............................ 65,000 $1.00 to $1.50 $166,000 (2)
</TABLE>

<TABLE>
<CAPTION>
NUMBER OF FAIR STOCK BASED
YEAR ENDED DECEMBER 31, 1998 SHARES/OPTIONS VALUE(3) COMPENSATION
---------------------------- -------------- -------- ------------
<S> <C> <C> <C>
COMMON STOCK ISSUANCE
Officer.................................................. 1,420,000 $1.00 $1,420,000
COMMON STOCK TRANSFER BY EXISTING STOCKHOLDERS
Officers and Directors................................... 297,621 1.00 298,000
Consultants.............................................. 1,607,151 1.00 1,607,000
Employees................................................ 1,661,942 1.00 1,662,000
</TABLE>

- ---------------

(1) The fair value of the options granted to directors is estimated on the date
of grant utilizing the Black-Scholes option pricing model based upon an
expected life of ten years, no volatility, risk free interest rates of 6%
and zero dividend yield. Stock-based compensation for employees is
determined using the intrinsic value of the option.

(2) These options became exercisable on their date of grant.

(3) The fair value of the common stock on the date of these issuances was based
on the cash price paid for common stock and the conversion rate on debt
issued at the approximate times of the above transactions.

LIQUIDITY AND CAPITAL RESOURCES

Inception to March 31, 1999

Net cash used in operations was approximately $5.4 million from inception
to March 31, 1999, which resulted from $10.2 million in losses from inception
reduced by $5.7 million of stock-based compensation.

Net cash used in investing activities from inception was related to the
purchase of approximately $870,000 in fixed assets. Net cash provided by
financing activities from inception to March 31, 1999 of approximately $6.8
million resulted from $4.1 million from private placements, $1.1 million from
the issuance of convertible notes payable and $2.0 million from the issuance of
a note payable.

Since inception, we have received approximately $5.2 million to fund our
operations from private placements of common stock and convertible debt and $2.0
million from a loan advanced by Monolith. Additionally, our Chief Executive
Officer has agreed to lend us up to $3.0 million as needed for operations of
which approximately $2.3 million was advanced through May 12, 1999. There are no
conversion features associated with these loans and the loans are due 24 months
from the date funds are advanced.

14
<PAGE> 17

Three Months Ended March 31, 1999

Net cash used in operations was approximately $2.4 million for the three
months ended March 31, 1999. This resulted from an approximately $3.7 million
loss offset by receipt of a $1.5 million refundable deposit, an increase of
approximately $317,000 in accounts payable and other operating activities.
Additionally, we used approximately $1.1 million for prepaid broadcast
advertising.

Net cash used in investing activities was approximately $570,000 for the
three months ended March 31, 1999, consisting of $510,000 of fixed asset
purchases which primarily included technology products, furniture and fixtures
and $60,000 paid under the Inktomi licensing agreement.

Net cash provided by financing activities was approximately $1.3 million
for the three months ended March 31, 1999 and consisted of a $2.0 million loan
from Monolith, one of our principal stockholders. This loan was offset by
deferred initial public offering costs of approximately $340,000 and the payment
of accrued commissions and stock subscriptions refundable of approximately
$191,000 and $338,000, respectively.

Year Ended December 31, 1998

Net cash used in operations was approximately $3.0 million for the year
ended December 31, 1998. This resulted from the approximately $6.5 million net
loss of which approximately $5.3 million was a non-cash charge for stock-based
compensation and the timing of receipt of an approximately $1.5 million deposit
receivable.

Net cash used in investing activities for the year ended December 31, 1998
was related to purchases of approximately $360,000 of fixed assets.

Net cash provided by financing activities was approximately $5.6 million
for the year ended December 31, 1998 and consisted of approximately $4.1 million
in proceeds from private placements, approximately $1.1 million from the
issuance of convertible notes payable and approximately $550,000 from accrued
commissions and stock subscriptions refundable.

Currently, we have commitments under non-cancelable operating leases for
office facilities and office equipment requiring payments of $168,000 through
December, 1999 and $734,000 thereafter. We are required to pay $650,000 pursuant
to the terms of the Inktomi licensing agreement through September 2001. The
Inktomi agreement may require additional payments based upon our level of use;
however, we believe the additional payments, if any, will not be material. We
are also obligated to pay approximately $246,000 in 1999 and $129,000 in 2000
for technology and content used on our Web site portal provided by UPI, Reuters,
WeatherLabs, GTE and Exodus. We are required to pay an additional $1.0 million
under our sponsorship agreement with the Arizona Diamondbacks, $1.0 million
under our advertising agreement with Telemundo, and $400,000 under our agreement
with the Miami Herald. These agreements are described under "Our
Business -- Marketing and Advertising of the Quepasa.com site" and "Our
Business -- Our Strategic Relationships."

We expect to incur significantly higher costs, particularly marketing and
advertising costs, product content and development costs, general and
administrative costs and additional technology and equipment purchase costs
during the remainder of our calendar year in order to expand our business. We
expect to expend the largest portion of our existing capital and offering
proceeds on marketing and advertising expenses and do not expect significant
revenue to be realized, if at all, in 1999. Nevertheless, we believe that the
proceeds from this offering, together with our cash on hand and the $3.0 million
line of credit provided by our Chief Executive Officer will be sufficient to
meet our working capital and capital expenditure needs for two years. Although
we do not believe it will be necessary for us to raise additional funds in the
next six months, we may need additional funds at a later date to respond to
competitive pressures or to acquire complementary products, features, businesses
or technologies.

YEAR 2000 ISSUE

We depend on the delivery of information over the Internet, a medium which
is susceptible to the Year 2000 Issue. The "Year 2000 Issue" is typically the
result of limitations of certain software written

15
<PAGE> 18

using two digits rather than four to define the applicable year. If software
with date-sensitive functions is not Year 2000 compliant, it may recognize a
date using "00" as the year 1900 rather than the year 2000. The Year 2000 Issue
could result in a system failure or miscalculations causing significant
disruption of our operations, including, among other things, interruptions in
Internet traffic, accessibility of our Web site, delivery of our service,
transaction processing or searching and other features of our services. It is
possible that this disruption will continue for an extended period of time.

We depend on information contained primarily in electronic format in
databases and computer systems maintained by third parties and us. The
disruption of third-party systems or our systems interacting with these third
party systems could prevent us from delivering search results or other services
in a timely manner which could materially adversely affect our business and
results of operations.

We have assessed our information technology equipment and systems, which
includes our development servers and workstations and production server
monitoring software. We also use multiple software systems for internal business
purposes, including accounting, e-mail, human resources and development. All of
this equipment and software has been purchased within the last 18 months. We
have obtained Year 2000 compliance information from the vendors of this
equipment and software. Based on this research we do not believe that these
systems contain Year 2000 deficiencies. However, we have not conducted our own
tests to determine to what extent software running on any of our hardware
platforms fails to properly recognize Year 2000 dates.

We have reviewed the current version of our internally developed free
e-mail application to determine Year 2000 compliance. We have searched through
the software code for this application and we have determined that it correctly
recognizes Year 2000 date codes.

We have identified and have begun assessing non-information technology
embedded systems such as voice mail, office security, fire prevention and other
systems. We generally believe that our non-information technology embedded
systems do not present Year 2000 issues.

Although we believe that we will be Year 2000 compliant, we use third party
equipment and software that may not be Year 2000 compliant. We have contacted
the majority of our critical third party service suppliers by telephone asking
about the status of their Year 2000 program. We have received responses from
approximately 72% of our third party suppliers. We have received a written
response from GTE and have been referred to information made publicly available
by Reuters, Exodus, Microsoft and Dell Computer. We intend to send letters to
the remaining third party service suppliers regarding their Year 2000 readiness.
All suppliers responding to date have asserted that their products will be Year
2000 compliant. In the event we do not receive satisfactory commitments from a
key supplier, we will make plans for continuing availability of service through
alternate channels. We expect to have certification that all key vendors and
suppliers are Year 2000 compliant during the third quarter of 1999.

To date we have not incurred any material expenditures in connection with
evaluating Year 2000 issues. All of our expenses have related to the opportunity
cost of time spent by one of our employees identifying and evaluating Year 2000
compliance matters.

We have not developed a Year 2000-specific contingency plan. If Year 2000
compliance issues are discovered, we then will evaluate the need for contingency
plans relating to such issues. We intend to actively work with our suppliers to
minimize the risks of business disruptions resulting from Year 2000 issues and
develop contingency plans where necessary. Such plans may include using
alternative suppliers and service providers. We expect to have such plans in
place by the fourth quarter of 1999.

The worst case scenario related to Year 2000 issues would involve a major
shutdown of the Internet, which would result in a total loss of revenue to us
until it was resolved.

16
<PAGE> 19

OUR BUSINESS

INTRODUCTION

INDUSTRY BACKGROUND

Growth of the Internet and the World Wide Web

The Internet is evolving into a global medium, allowing millions of
individuals throughout the world to communicate, share information and engage in
commerce electronically. The Web is an interactive environment which facilitates
the exchange of information and entertainment among users worldwide. According
to International Data Corporation, the number of people worldwide accessing the
Web will grow from approximately 100 million at year end 1998 to 320 million by
2002. This growth is expected to be driven by the large and growing number of
personal computers installed in homes and offices, the declining prices of
personal computers, the improvements in network infrastructure, the availability
of faster and cheaper Internet access, and the increasing familiarity with and
acceptance of the Internet by businesses and consumers. Web usage is also
expected to continue to grow rapidly due to unique characteristics that
differentiate it from traditional media, such as real-time access to interactive
content, real-time communication capabilities and the absence of geographic or
temporal limitations.

Growth of Internet Advertising and Internet Commerce

With the growth in the number of Internet users and content providers, the
Internet is developing the attributes of a conventional mass medium, where
advertising subsidizes content delivered to users. In fact, technological
advances and the acceptance of the medium by businesses have led to rapid growth
in Internet advertising spending. Tools not available in traditional advertising
media, such as real-time measurement of consumers accessing an advertiser's Web
site through an advertising banner, further increase the attractiveness of Web
advertising by giving advertisers real-time feedback on advertising campaigns.
Forrester Research, Inc. estimates that spending on Web-based advertising will
increase from $1.5 billion in 1998 to more than $15.0 billion in 2003.

The growing acceptance and use of the Web has created an opportunity for
businesses to conduct commerce over the Internet. International Data Corporation
estimates that transactions on the Internet are expected to increase from
approximately $32.0 billion in 1998 to more than $425.0 billion in 2002.
Businesses typically use the Internet to offer standard products and services
that can be easily described with graphics and text and that do not necessarily
require a physical presence for purchase of items, such as airline tickets,
books and investment securities. The focus of electronic commerce transactions
evolved from companies facilitating Internet transactions between businesses to,
more recently, companies targeting business-to-consumer transactions. Internet
commerce enables these companies to develop relationships with customers on a
global basis without making significant investments in traditional sales and
distribution infrastructure.

17
<PAGE> 20

OUR MARKET IN THE UNITED STATES

We believe that the Spanish-language Internet market in the United States
is characterized by a growing Hispanic population, increasing Hispanic
purchasing power, greater advertising spending on Spanish-language media,
continuing use of the Spanish language by U.S. Hispanics and increasing computer
ownership and Internet usage by Hispanic households.

Hispanic Population Growth and Concentration

A large number of our users are Hispanics, one of the most rapidly growing
segments of the U.S. population. According to the U.S. Census Bureau and
published sources, the Hispanic population:

- Is estimated to be 29.6 million or 11% of the total U.S. population in
1998, an increase of approximately 31% from 22.5 million or 9% of the
total U.S. population in 1990;

- Is expected to account for 40% of the total U.S. population growth
between 1995 and 2010 and is expected to grow to 41.1 million or 14% of
the total U.S. population by 2010; and

- Is relatively young, with almost 70% of U.S. Hispanics under 35, compared
with less than 50% of non-Hispanics, and with a median age of 26,
compared to 35 for the rest of the population.

We believe the relative youth of the Hispanic population will furnish
growth opportunities for products and services that appeal to a younger market,
such as that found on the Internet. In addition, 70% of all U.S. Hispanics live
in 12 metropolitan areas, which makes U.S. Hispanics an attractive demographic
group for advertisers, enabling them to cost effectively deliver messages to a
highly targeted audience.

Increasing Hispanic Purchasing Power

Total U.S. Hispanic purchasing power:

- Has risen at a compound annual growth rate of 7.5%, compared with 5% for
the rest of the population from 1993 to 1998.

- Is projected to be $383.0 billion in 1999, an increase of approximately
84% since 1990.

- Is expected to account for $443.0 billion or 7% of U.S. consumer
expenditures by 2000, and $938.0 billion or 9% of U.S. consumer
expenditures by 2010.

Greater Spanish-language Advertising Spending

According to Hispanic Business Magazine, $1.7 billion of total advertising
expenditures in the U.S. were directed toward Spanish-language media in 1998,
representing a 21% increase over 1997's total, and the highest year-to-year
percentage increase since 1993. In only five years, total advertising
expenditures in the Hispanic market have more than doubled from $829.7 million.

Continuing Use of the Spanish-language by U.S. Hispanics

According to published sources, approximately 90% of U.S. Hispanic adults
speak Spanish at home. Moreover, U.S. Hispanics are expected to continue to
speak Spanish because:

- Approximately two-thirds of U.S. Hispanic adults were born outside the
U.S.;

- Hispanic immigration into the U.S. is continuing;

- Hispanics generally seek to preserve their cultural identity; and

- Population concentration encourages communication in Spanish.

18
<PAGE> 21

Increasing Computer Ownership and Internet Usage by Hispanics

A February 1998 study by The Tomas Rivera Policy Institute estimates that
between 1994 and 1998 the percentage of U.S. Hispanic households that owned
computers increased from 13% to 30%, while U.S. Hispanic households with
Internet access grew from 2% to 15%, which amounted to approximately 650%
Internet access growth in four years. In addition, an independent study
indicated that as of 1998 approximately 2.4 million Hispanics owned personal
home computers in the top seven U.S. Hispanic markets, an increase of 58% from
1996.

OUR MARKET OUTSIDE THE UNITED STATES

Spanish is the world's third most spoken language, used by approximately
350 million native speakers. In addition, twenty-one countries consider Spanish
their primary language. Internet usage in Spain is increasing rapidly. For
example, a recent study by the Spanish Internet Users Association indicated that
approximately 2.3 million Spaniards accessed the Internet in 1998 and the number
is projected to grow to 8.7 million by 2001.

The Spanish-speaking Latin American market is comprised of Mexico, Central
America, parts of South America and the Spanish-speaking countries of the
Caribbean. Factors such as growing competition in telecommunications markets,
declining prices for personal computers and Internet access and favorable
demographics position Latin America as a strong potential growth market for
Internet products and services. According to International Data Corporation, the
number of Internet users in Latin America, excluding Portuguese-speaking
Brazilians, is expected to increase from 2.5 million at year end 1998 to 11.7
million at year end 2003. In particular, the number of Internet users in Mexico
is expected to increase from approximately 700,000 at year end 1998 to
approximately 3.9 million by the end of 2003, which represents a 43% compounded
annual growth rate.

THE QUEPASA.COM STRATEGY

We believe that a branded, multi-featured, Spanish-language Internet
community that focuses primarily on the needs of the Spanish-language market
would be uniquely positioned to capitalize on the growth of this market segment.
Therefore, our strategy is to establish quepasa.com as a leading worldwide
Spanish-language online community offering the quepasa.com services to
Spanish-speaking Internet users residing in the United States, Latin America,
Europe and other regions of the world. In order to accomplish this objective, we
intend to continue to focus on developing content, a high volume of traffic and
strong brand recognition of the quepasa.com name. The basis of our strategy is
to provide Spanish-language Internet users with an innovative,
technologically-advanced, content-rich Web community that creates value for the
user and establishes our platform as an attractive medium for advertisers,
marketers and companies engaged in electronic commerce.

We are establishing quepasa.com as a leading Spanish-language Web community
by executing a business strategy that includes:

Developing quepasa.com in the United States and then globally as a leading
brand associated with the Internet for Spanish-language users

Our short range goal is to establish quepasa.com as the leading brand among
U.S. Spanish-speaking Internet users. We believe that establishing and then
promoting the quepasa.com brand is critical to our ability to attract users and
advertisers to our Web site. We also believe that branding and consumer loyalty
on the Internet are dependent upon our ability to differentiate our services and
to enhance our users' experience by continually offering innovative technology
and appealing features and effectively marketing these features to existing and
potential users of our Web site. We intend to improve our technical expertise

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<PAGE> 22

to develop innovative new services, as well as enhance and expand existing
services. We also intend to continue our brand development through:

- Network television and national cable advertising;

- Network radio advertising;

- National print, outdoor and Internet advertising;

- Additional strategic partnerships;

- Additional marketing and distribution arrangements;

- Special event sponsorships; and

- Public and community relations programs.

Acquiring and Developing Additional Content and Features for the quepasa.com
Community

In addition to its search engine, quepasa.com provides content and
community features for the Spanish-speaking Internet user, including free
e-mail, Spanish-language news feeds, worldwide weather information, chat rooms
and message boards. In order to provide some of this content, we have entered
into agreements with content providers such as Reuters and UPI for
Spanish-language news, and WeatherLabs for worldwide weather information. These
arrangements allow us to increase our Web site content in order to attract and
retain Spanish-speaking Internet users and to solidify our position as an
easy-to-use interface for Spanish-language Web services and information. We have
also internally developed other content such as our e-mail and message boards
and have begun development of our own chat services. We recently entered into
relationships with Telemundo, Miami Herald Online and Fox Sports World Espanol
that will provide us with unique content. We intend to add additional content
and features through acquisition, licensing and internal development.

Entering Into Strategic Relationships with Business Partners Who Offer Unique
Media, Content, Technology and Distribution Capabilities

We intend to continue to establish strategic relationships with companies
that will enhance our services and increase our user base. We have strategic
relationships with companies such as Telemundo, Miami Herald Online, Inktomi,
Arizona Diamondbacks, GTE, Reuters and Exodus. These and other relationships are
summarized under "Our Business -- Our Strategic Relationships."

Expanding Into Additional Spanish-speaking Markets

We seek to establish quepasa.com as a leading destination site for
Spanish-speaking Internet users throughout the world. At the present time, the
majority of our users reside in the United States. As Internet access improves
and usage increases, we intend to allocate future resources to develop our brand
in non-U.S. Spanish-speaking markets, such as Latin America and Spain.

Generating Revenue from the Sale of Advertising and Through Electronic Commerce

We have an agreement with 24/7 Media, Inc., a leading provider of Internet
advertising solutions, to sell advertising on our Web site to customers
solicited by 24/7 Media. We intend to generate revenue from other electronic
commerce retailers that sell products or services to users through our Web site.
These products and services will be targeted toward the distinct tastes and
preferences of Spanish-speaking consumers and may include recorded music,
educational software and books.

THE QUEPASA.COM COMMUNITY

Services and Content. In November 1998, we launched the quepasa.com Web
site which allows individuals to quickly access content and features which
appeal to Spanish-language Internet users. Although our content is directed
toward Spanish-speaking users, to better serve the U.S. Hispanic
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<PAGE> 23

population, quepasa.com is also offered in English. By combining existing
services with specialized information from leading content providers,
quepasa.com provides subject or category specific content including topical
news, worldwide weather information, free e-mail, chat, message boards and
search capabilities.

The quepasa.com Web site currently offers a number of categories of topical
interest, including the following:

Arte y Cultura (Art and Culture)
Ciencia y Tecnologia (Science and Technology)
Ciencias Sociales (Social Sciences)
Computadoras y Internet (Computers and Internet)
Deportes y Recreacion (Sports and Recreation)
Economia y Negocios (Economy and Business)
Educacion (Education)
Empleos (Jobs)
Entretenimiento (Entertainment)
Noticias y Medios (News and Media)
Politica y Gobierno (Politics and Government)
Regional (Regional)
Salud (Health)
Temas de Sociedad (People and Society)
Viajes y Turismo (Travel and Tourism)

Search Engine. The quepasa.com search engine helps users find information
on the Web by searching through quepasa.com's index of Web documents. Our search
technology is provided by Inktomi which enables us to provide customers with a
variety of online search services.

Personalization Feature. We offer our users the ability to personalize
their quepasa.com home page. Quepasa.com users can create a personal profile to
select and update information of interest by category, such as news headlines,
business, sports scores, weather information and horoscopes. Users can also
arrange the position and location of the content on their quepasa.com home page
to suit their specific tastes and preferences.

Free E-Mail, Chat and Message Board Features. Quepasa.com offers free
e-mail and free Web community services that consist of chat services and message
boards. These features enable users to discuss topics of mutual interest by
participating in ongoing discussions or by creating their own topics for
discussion.

24 Hour Real-time News and Weather. Quepasa.com offers worldwide news
coverage from Reuters and UPI. Reuters provides us with worldwide editorialized,
topical news covering areas of special interest to Spanish-speaking users (in
Spanish and English), as well as a Spanish-language news feed that we intend to
format and edit internally to provide broad coverage of news that will be of
special interest to Spanish-speaking users. UPI provides real-time, news stories
written in Spanish by pool reporters from around the world. These pool stories
will enable us to supply a broad range of region-specific news items of interest
to Spanish-speaking Internet users. Our users are also able to search a database
of archived news stories published by Reuters over the prior 30-day period and
published by UPI over the prior two-year period but not earlier than December
1998. We have also arranged with the Miami Herald Online to obtain Spanish and
English language news content in the near future. Through an agreement with
WeatherLabs, we also offer worldwide weather information, including real time
weather reports and forecasts, for 5,000 U.S. and 2,400 international cities.

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<PAGE> 24

OUR STRATEGIC RELATIONSHIPS

We have established strategic relationships with leading providers of
media, content and technology designed to:

- provide access to unique content;

- enhance our services;

- extend our audience reach;

- increase user traffic on our Web site;

- provide enhanced Web site functionality; and

- provide us with additional revenues.

These relationships include:

Telemundo. In April 1999, we entered into a strategic agreement with
Telemundo, a leading Spanish-language television broadcaster that has served the
U.S. Hispanic market for over 11 years. Under this agreement, we issued
Telemundo 600,000 shares of our common stock and warrants to purchase 1,000,000
shares of our common stock exercisable for two years from the date of this
prospectus at 120% of the public offering price per share. In exchange, we
received a $5.0 million advertising credit on the Telemundo television network
at the rate of $1.0 million for each of the next five years. We also agreed to
purchase an additional $1.0 million of advertising from Telemundo to be
broadcast over 26 weeks commencing in August 1999. This agreement also provides
that we will collaborate regarding online content development, co-branded
marketing promotions and other complementary aspects of our businesses. The
agreement may be cancelled by either party if we do not complete the offering of
our common stock by June 27, 1999 at a price of at least $10.00 per share.

Miami Herald Online. In April 1999, we entered into an agreement with
Miami Herald Online regarding content development and management. Under our
agreement, we will pay $720,000 to Miami Herald Online over a one year period
for its editorial staff to produce a Spanish and an English news channel for us,
in addition to providing us with news from El Nuevo Herald, a Spanish-language
daily newspaper, The Miami Herald, the Knight Ridder national reporting staff
and other Knight Ridder newspapers. Additionally, Miami Herald Online will
designate us as the preferred search engine of El Nuevo Herald Digital and will
provide us with 200,000 banner impressions per month on its network of sites.

Fox Sports World Espanol. In April 1999, we entered into a one season
sponsorship and content agreement with Fox Sports World Espanol involving the
Copa America 1999 soccer tournament scheduled to take place June 29 - July 18,
1999. Fox Sports World Espanol holds the exclusive U.S. television rights for
the tournament. Our agreement calls for us to pay Fox Sports World Espanol
$425,000 and for the parties to collaborate on the development of a co-branded
"copaamerica1999.com" event Web site. We will operate the event Web site that
will feature content such as match previews, summary articles, Copa America
updates, wire service news coverage and real-time scoring updates. The
arrangement also involves numerous media elements and joint marketing
promotions.

Other Strategic Relationships. We have entered into agreements to purchase
marketing, technology and content with:

- Arizona Diamondbacks -- a $1.5 million marketing, promotions and sports
information plan for the 1999 major league baseball season;

- Inktomi -- a three year, $750,000 search technology agreement;

- GTE Internetworking -- a one year, $168,000 networking technology
agreement;

- Exodus Communications -- a one year networking technology services
agreement which we estimate will require us to pay less than $10,000 per
year;

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<PAGE> 25

- Reuters NewMedia -- a 26 month, $120,000 per year agreement under which
we obtain news, business and sports information;

- UPI -- a $9,000 per year news information agreement;

- WeatherLabs -- a one year, $36,000 weather information agreement; and

- 24/7 Media -- a four month commission-based Internet advertising sales
services agreement.

MARKETING AND ADVERTISING OF THE QUEPASA.COM SITE

Our marketing goal is to increase traffic on the quepasa.com Web site and
to develop the quepasa.com brand in the United States and then globally as a
leading brand associated with the Internet for Spanish-speaking users. Our
marketing plan includes the use of multiple advertising media, such as national
network and cable television, network radio, national print, outdoor and
Web-based advertising.

In February 1999, we chose Garcia/ LKS advertising agency as our global
marketing partner because of its strong track record in building brands and
launching products in the Hispanic market. Garcia/ LKS is led by principals
Lionel Sosa and Luis Garcia. The agency has represented Fortune 500 companies,
including Coca Cola, Levi-Strauss, Proctor & Gamble and Sprint. The agency has
also provided demographic specific marketing expertise for the political
campaigns of President Ronald Reagan, President George Bush and Texas Governor
George W. Bush.

In March 1999, we launched an approximately $800,000 26-week nationwide
advertising campaign with the Telemundo Network Group. Telemundo, which is owned
by Sony and Liberty Media, is a leading Spanish-language television broadcaster
that has served the U.S. Hispanic market for over 11 years. Telemundo's
affiliate base, covering 63 television markets, reaches approximately 85% of all
U.S. Hispanic households. Sony and Liberty Media provide Telemundo with
substantial financial resources, strong management and a vast programming
library. Telemundo intends to draw on this library in order to target a younger,
bilingual Hispanic audience. Telemundo's programming includes shows such as
"Cinemundo Primer," a primetime program featuring popular U.S. and Latin
American movies, many appearing for the first time on Spanish-language
television, "Ocurrio Asi de Noche," an Emmy award-winning investigative news
magazine, and "Discovery" offering nature, science, technology and history
programming from the Discovery Channel.

In February 1999, we initiated a nationwide radio advertising campaign with
Heftel Broadcasting Corporation, the largest Spanish radio broadcaster in the
United States, with approximately 19 million Spanish-speaking listeners. Heftel
owns and operates 39 stations in 11 of the top 15 Hispanic markets, including
the most-listened to Spanish-language stations in nine markets. We believe the
sponsorship with Heftel will provide us with an effective platform to
communicate our message to our target audience, because approximately 65% of
U.S. Hispanics reside in Heftel's top 15 markets. The quepasa.com sponsorship
with Heftel includes the purchase of air time in the top Hispanic radio markets,
"on-air promos" by radio personalities and prominent sponsorships of Hispanic
community festivals and events involving Heftel radio stations, such as the
Calle Ocho Festival in the Little Havana area of Miami. Calle Ocho is the
largest street festival in the U.S., attended by more than one million people in
1998.

Our Copa America sponsorship with Fox Sports World Espanol provides that we
will be the only Internet search engine and portal to advertise on the network
in the United States. As a major sponsor of this event we are entitled to the
following advertising and promotional elements:

- Commercial announcements during Copa America soccer matches;

- On-air mentions and graphics directing viewers to our event Web site;

- On-screen displays of our logo next to the soccer game clock;

- Title sponsorship of two Copa America consumer promotions; and

- An exclusive promotional partnership with Fox Sports World Espanol which
places our logo on at least 600,000 printed promotional pieces;

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<PAGE> 26

- Commercial announcements and on-screen displays of our logo during Fox
Sports World's weekly telecasts of South American Soccer for 39 weeks
beginning on April 19, 1999.

We also intend to increase our Web site traffic by increasing the number
and visibility of entry points to the quepasa.com Web site through co-branding
and other marketing arrangements with content providers and high-traffic
Spanish-language Web sites. For instance, we have arranged with the Miami Herald
Online to develop news channels for our Web site and to promote our Web site on
the Miami Herald Online network of sites.

In an effort to increase hits, Web site operators are increasingly adding
content and other features to their sites to encourage users to spend more time
there. We intend to regularly enhance our technological features and services
and update our content in order to encourage consumers to use our Web site more
frequently. To this end, we have launched a flexible, subject-based format for
our services and content to provide consumers with ease of use and flexibility
to customize their quepasa.com site to fit their specific tastes and
preferences. Because customizing these services typically requires some effort
and time on the part of the consumer, we believe that consumers who use these
personalized services are more likely to continue to use quepasa.com and not
change to a competitive service.

Our page views, which represent the number of times our server delivers a
page to a user, grew from approximately 103,700 in January 1999 to approximately
2,764,000 in April 1999 and our user session length grew from an average of
approximately 7.0 minutes to approximately 16.1 minutes. Total user sessions
grew from 40,284 in January 1999 to 324,100 in April 1999. Between February 28
and May 19, 1999 our e-mail users grew from 201 to approximately 20,000. We
believe that this growth in our Web site traffic was a result of our advertising
campaigns with Heftel and Telemundo and the continued development of our Web
site content and features.

We intend to use approximately $24.0 million of the proceeds of the
offering to further advertise and market the quepasa.com Web site. See "Use of
Proceeds."

OUR PLAN TO SELL ADVERTISING ON THE QUEPASA.COM SITE

We have had nominal advertising revenue to date, but we expect to earn a
significant portion of our future revenue from the sale of advertisements placed
on our Web site. In exchange for up to 50% of our advertising revenue, we have
entered into an agreement with 24/7 Media, Inc. to use its best efforts to sell
advertising on our Web site to customers solicited by 24/7 Media. The agreement
may be terminated by either party by giving the other at least four months'
written notice. 24/7 Media is a leading provider of Internet advertising and
online direct marketing solutions with one of the largest Internet sales forces
in the industry. 24/7 Media's clients include AT&T WorldNet, EarthLink and the
Associated Press. In the future, we may elect to develop an internal advertising
staff. We do not expect significant revenue from advertising in 1999.

We expect advertisements on the quepasa.com site to be of the banner or
billboard style, which are designed to display additional advertisements as the
consumer selects various topics on the Web site. From each advertisement screen,
users can proceed directly to an advertiser's own Web site, thus enabling the
advertiser to directly interact with a user who has expressed interest in the
advertisement. We believe that since users view advertisements only after they
request a new page, the focus of the user's attention to the advertisement is
likely to be higher than it is in other forms of media. With our subject-based
format, growing number of services and ability to target user interest from an
attractive demographic group with appropriate advertising, we believe we can
increase the effectiveness of advertisements placed on the quepasa.com Web site.
We hope this will permit us to command higher advertising returns than many
other Web sites.

We also intend to develop innovative approaches for advertisers through
advancements by others in demographic trending and consumer tracking. We seek to
attract the largest possible Web audience in the Spanish-speaking Internet
market, in order to give advertisers the most efficient and effective
advertising placements. We are developing services that encourage consumers to
provide demographic and interest

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information that can be used to more effectively target our advertising. Our
recently launched membership registration system requires users to create a
quepasa.com account in order to access our chat, e-mail and message board
services. At the time of registration, users are assigned a unique user
identification and password after providing us with personal information that
will allow advertisers to target users with a specific demographic profile.
Users can access their quepasa.com account and personalized settings from any
Internet access device.

OUR DEVELOPMENT AND ACQUISITION OF WEB SITE TECHNOLOGIES

We believe we can differentiate our services and promote the quepasa.com
brand by developing innovative proprietary technology and integrating technology
licensed from third parties where appropriate. Our strategy is to develop or
obtain technologies that are able to expand with the growth in content of the
Internet. For instance, we recently developed our own e-mail service which we
believe provides functionality, message volume, data storage and incoming and
outgoing file attachment capabilities that is superior to most other free e-mail
services.

In July 1998, we entered into a three-year agreement with Inktomi to
provide search engine capability for our quepasa.com Web site. Under the terms
of the agreement, we will pay Inktomi a minimum fee of $750,000 over the
three-year period for Inktomi's search engine services. The fee could increase
based upon the number of searches performed by Inktomi for our users.

Inktomi's search engine technology enables us to provide a variety of
online search services to our customers. Inktomi provides and manages all
hardware, software and operational aspects of its search engine and the
associated database of Internet content. Inktomi also provides us with a
programming interface and software tools to enable us to custom design our
search service user interface. Separating the user interface enables this
portion of the service to reside in a different physical location from the
Inktomi search engine and to run on our choice of computer equipment. In
addition, we can customize our user interface as to look, feel and functionality
and can change the user interface at any time without affecting the operation of
the Inktomi search engine.

Inktomi's search engine consists of a crawler, an indexer and search engine
servers. The crawler and indexer are software programs that collect and organize
information and store that information on the cluster of search engine servers.
The search engine servers are a collection of workstations that are linked
together as a coupled cluster through the use of Inktomi's software. The search
engine servers provide powerful full-text query operations, including full
Boolean support, phrase and adjacency searching, date restrictions and the
recognition of multimedia files and other embedded objects. Search results are
relevance-ranked using state-of-the-art text indexing methods.

Services which link our users to our Web site and to Inktomi's search
engine are provided to us by Exodus and GTE. Exodus is one of the largest
companies involved in connecting users to the Internet, with a client list that
includes Microsoft Hotmail, Ebay, GeoCities, HotBot and Inktomi. GTE delivers
complete network solutions, dedicated Internet access, high performance Internet
hosting, managed Internet security, network management, systems integration and
Web-based applications development for integrating the Internet into business
operations.

COMPETITORS AND COMPETITIVE FACTORS AFFECTING OUR BUSINESS

The market for Internet products, services, advertising and commerce is
intensely competitive, and we expect that competition will continue to
intensify. We believe that the principal competitive factors in these markets
are name recognition, distribution arrangements, functionality, performance,
ease of use, the number of value-added services and features, and quality of
support. Our primary competitors are other companies providing portal and online
community services, especially to the Spanish-language Internet users, such as
Yahoo!, America Online, StarMedia Network, Prodigy, Microsoft networks in
LatinAmerica, Mexico and Spain, Lycos and Ole.

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<PAGE> 28

Other portal competitors include AltaVista, Excite and Infoseek. In
addition, a number of companies offering Internet products and services,
including our direct competitors, recently began integrating multiple features
within the products and services they offer to users. Integration of Internet
products and services is occurring through development of competing products and
through acquisitions of, or entering into joint ventures and/or licensing
arrangements involving, competitors. For example, the Web browsers offered by
Netscape and Microsoft, which are the two most widely-used browsers and
substantial sources of traffic for us, may incorporate and promote information,
search and retrieval capabilities in future releases or upgrades that could make
it more difficult for Internet viewers to find and use our products and
services.

Microsoft recently announced it intended to license products and services
from AltaVista and that it will feature and promote AltaVista services on the
Microsoft Network and other Microsoft online properties. We expect that such
search services may be tightly integrated into the Microsoft operating system,
the Internet Explorer browser, and other software applications, and that
Microsoft will promote such services within the Microsoft Network or through
other Microsoft-affiliated end-user services such as MSNBC or WebTV Networks,
Inc.

Many large media companies have announced that they are contemplating
developing Internet navigation services and are attempting to become "gateway"
sites for Web users. In the event these companies develop such portal or
community sites, we could lose a substantial portion of our user traffic.
Further, entities that sponsor or maintain high-traffic Web sites or that
provide an initial point of entry for Internet viewers, such as the Regional
Bell Operating Companies or Internet service providers, such as Microsoft and
America Online, currently offer and can be expected to consider further
development, acquisition or licensing of Internet search and navigation
functions. These functions may be competitive with those offered by us. Our
competitors could also take actions that could make it more difficult for
viewers to find and use our products and services. Consolidations, integration
and strategic relationships involving competitors could have a material adverse
effect on our business.

In addition to the larger portals and online communities, we compete with a
number of smaller portals and communities that provide region-specific
information to users or market to users with specific interests.

Most of our existing competitors, as well as new competitors such as
Spanish-language media companies, other portals, communities and Internet
industry consolidators, have significantly greater financial, technical and
marketing resources than we do. As a development stage company, we need to hire
a number of additional employees, especially in the areas of business
development and marketing. There can be no assurance that our competitors will
not offer Internet products and services that are superior to ours or that
achieve greater market acceptance. There can be no assurance that we will be
able to compete successfully against current or future competitors or that
competition will not have a material adverse effect on our business.

EMPLOYEES

At May 10, 1999, we had 45 employees, including our seven executive
officers.

FACILITIES

We lease approximately 13,277 square feet of space for our executive
offices in Phoenix, Arizona for $24,341 per month pursuant to a lease which
expires in October 2002.

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<PAGE> 29

OUR MANAGEMENT

OFFICERS AND DIRECTORS

Information concerning each of our executive officers and directors is set
forth below:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Jeffrey S. Peterson......... 26 Chairman of the Board of Directors and Chief Executive
Officer
Gary L. Trujillo............ 38 President and Director
Michael A. Hubert........... 33 Chief Operating Officer and Director
Bryan L. Ross............... 25 Chief Technical Officer
Juan C. Galan............... 33 Chief Financial Officer
Robert J. Taylor............ 30 Vice President -- Strategy and Operations
Victor H. Roldan............ 31 Vice President
Jerry J. Colangelo.......... 59 Director
Jose Maria Figueres......... 44 Director
Gregory J. Kolanek.......... 29 Director
Edwin C. Lynch.............. 63 Director
Alan J. Sokol............... 40 Director
Lionel Sosa................. 59 Director
</TABLE>

Directors hold office for a period of one year from their election at the
annual meeting of stockholders or until their successors are duly elected and
qualified. Officers are elected by, and serve at the discretion of, the board of
directors. Our audit committee consists of Messrs. Hubert and Sosa. We intend to
add at least one independent director to the audit committee as soon as
practicable following the offering, but in no event later than 90 days from this
date.

JEFFREY S. PETERSON has served as Chairman of the board of directors and
Chief Executive Officer since May 1998 and was our Chief Technology Officer from
July 1997 until May 1998. From January 1997 to June 1997, Mr. Peterson served as
co-owner of NetCentury, an Internet design firm he founded. From July 1995 until
December 1996, Mr. Peterson was a general securities principal and registered
representative with West America Securities Corporation. From February 1995 to
May 1995, he was a general securities principal and registered representative
with Kensington Securities, Inc. From August 1993 to April 1995, Mr. Peterson
was a self-employed computer consultant for JP Consulting, a computer-based
consulting company he founded. Mr. Peterson is an experienced Modula, Java, and
C++ programmer, who has been involved in the programming and operations of
computers and digital communications for over 15 years. He has developed
software applications for operating systems and digital platforms, beginning
with Cp/M based systems in the early 1980s to Unix (Sun Solaris, BSD, Linux,
Irix) and Windows NT. Mr. Peterson is bilingual in English and Spanish.

GARY L. TRUJILLO joined us in April 1999 as President and was appointed a
director at that time. In 1990, Mr. Trujillo founded Southwest Harvard Group, a
Hispanic-owned and operated business consulting firm, and has served as its
President and Chief Executive Officer from inception to present. Mr. Trujillo is
a director of Southwest Harvard Group, Blue Cross and Blue Shield of Arizona,
Wells Fargo & Co., Arizona (Advisory Board), Corella Electric Wire & Cable, The
Arizona Community Foundation and South Mountain Community College ACE
Entrepreneur Program. Mr. Trujillo is a member of the Greater Phoenix Leadership
and The Young Presidents Organization. In 1998, Mr. Trujillo received the
Individual Business Minority Advocate Award and was voted by Arizona Business
Journal as the second most influential member of the Arizona Hispanic business
community. Mr. Trujillo started his career as an investment banker with Salomon
Brothers, Inc. in New York City. Mr. Trujillo holds a B.S. degree in Accounting
from Arizona State University and an M.B.A. degree from Harvard Business School.

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MICHAEL A. HUBERT joined us in December 1998, became our Chief Operating
Officer in January 1999 and was appointed a director in February 1999. From May
1998 to November 1998, Mr. Hubert was employed by WGM Corporation, the General
Partner of The Monolith Limited Partnership, a venture capital fund which is one
of our principal stockholders. At Monolith he assisted early stage businesses in
strategy and organizational development. From May 1992 to April 1998, Mr. Hubert
was employed by The Barrington Consulting Group, a national business advisory
consulting firm, where he last served as Senior Manager. Mr. Hubert holds a B.S.
degree in Finance from Arizona State University and an M.B.A. degree from
Southern Methodist University.

BRYAN L. ROSS joined us in November 1998 as Chief Technology Officer. From
July 1998 to November 1998, he was Director of Software Development for
Today.com, Inc., a Web design firm. From July 1997 to June 1998, he was lead
computer programmer for the Kemtah Group, an Internet consulting firm. From 1994
to 1997, he was a Web Master first at Bethany College and subsequently at
MicroAge, a computer distributor, where he designed and maintained Interactive
Web sites. From 1991 to July 1996, Mr. Ross was an independent computer
consultant in Scotts Valley, California.

JUAN C. GALAN joined us in January 1999 as our Chief Financial Officer.
From April 1997 to January 1999, he was employed by Vistoso Partners LLC, a
Phoenix, Arizona real estate development company, as Controller. From June 1993
to April 1997, Mr. Galan was employed by Nielsen Media Research, formerly a Dun
& Bradstreet company, as Administration Manager-Technology and Business
Services, having joined the company initially as a Senior Financial Analyst.
From March 1992 to June 1993, Mr. Galan was the Controller and Project Manager
for Newport Realty, Inc. in Tampa, Florida. Mr. Galan holds a B.S. degree in
Finance from Western Kentucky University.

ROBERT J. TAYLOR joined us in March 1999 as Vice President of Strategy and
Operations. From August 1997 to March 1999, he was a Senior Consultant for CSC
Index, the management consulting division of Computer Sciences Corporation.
During his tenure with CSC, Mr. Taylor focused his business consulting on
large-scale change initiatives, strategy implementation, new business start-ups
and organizational design for Fortune 500 organizations. From January 1992 to
August 1995, Mr. Taylor held the positions of Production Supervisor and Senior
Industrial Engineer with Michelin Tire Corporation. Mr. Taylor received a
Bachelor of Science degree in Industrial and Systems Engineering from Virginia
Tech University and an M.M.M. degree from the J.L. Kellogg Graduate School of
Management at Northwestern University in 1995.

VICTOR H. ROLDAN joined us in January 1999 as a Vice President. From
October 1997 to January 1999, Mr. Roldan founded and operated Roldan &
Associates, a business consulting firm. From January 1995 to October 1997 he
practiced law in Costa Rica, first for Montero Bejarano & Associates and then
for Alfredo Fournier & Associates. Mr. Roldan holds a B.A. and a degree of Law
from the Francisco Marroquin University, Guatemala and a degree of Law from the
University of Costa Rica, San Jose.

JERRY J. COLANGELO joined us as a director in April 1999. He has been the
President and Chief Executive Officer of the Phoenix Suns professional
basketball team since 1987 and was the Suns' General Manager from 1968 to 1987.
He has also served as Chief Executive Officer and Managing General Partner of
the Arizona Diamondbacks professional baseball team since 1995. He is a director
of US West, Inc. and Stratford American Corporation, a holding company for real
estate property.

JOSE MARIA FIGUERES joined us as a director in May 1999. He served as the
elected President of Costa Rica from 1994 to 1998, and has served since 1998 as
president of the Costa Rican Foundation for Sustainable Development. He also
serves in executive positions with numerous charities in Costa Rica and
elsewhere. Mr. Figueres-Olsen studied industrial engineering at the United
States Military Academy at West Point and earned a Masters Degree in public
administration at Harvard University.

28
<PAGE> 31

GREGORY J. KOLANEK joined us as a director in February 1999. He was
employed by Cisco Systems, Inc. from January 1995 to November 1998, first as a
sales application support engineer, then as a Web Project Production Manager.
Since November 1998 he has been a private investor. From October 1992 to January
1995, he was a Desktop Publishing Specialist for Delco Systems and from July
1990 to July 1994, he was co-founder and keyboardist for the band Dishwalla.

EDWIN C. LYNCH joined us as a director in April 1999. Since 1969 Mr. Lynch
has been the General Partner of Westcor Partners, a Phoenix, Arizona based real
estate development company. Westcor presently owns or manages in excess of 15
million square feet of retail property and in excess of one million square feet
of Class A office property in metropolitan Phoenix, Arizona. Mr. Lynch is a past
director of the Phoenix Chamber of Commerce, and is currently a director of the
University of Arizona Foundation. He is also a General Partner of the Phoenix
Suns professional basketball team and the Arizona Diamondbacks professional
baseball team.

ALAN J. SOKOL joined us as a director in April 1999 in connection with our
strategic relationship agreement with Telemundo. He has been the Chief Operating
Officer of Telemundo since August 1998. He served as Senior Vice President,
Corporate Development of Sony Pictures Entertainment from June 1996 to August
1998. From April 1995 to June 1996 he was a Senior Vice President of Savoy
Pictures, Inc., a motion picture production and distribution company. Prior to
that time he was a partner in the Los Angeles law firm of Jeffer, Mangels,
Butler & Marmaro.

LIONEL SOSA joined us as a director in February 1999 and has been Chief
Executive Officer of Garcia/LKS Advertising Agency since January 1996. From
January 1994 to December 1995 Mr. Sosa was Chairman of DMB&B/Americas, a network
of 23 advertising agencies in the U.S. and Latin America. From June 1980 to
December 1993, he founded and was Chief Executive Officer of Sosa, Bromley,
Aguilar & Associates, an advertising agency. Mr. Sosa is the author of The
Americano Dream: How Latinos Can Achieve Success in Business and Life. He was
named one of the 100 most influential Hispanics in the U.S. for 1998-99 by
Hispanic Business magazine and was chosen as Adweek magazine's Advertising
Executive of the Year in 1993 and its Marketing Executive of the Year in 1994.
Mr. Sosa is a director of Taco Cabana.

KEY EMPLOYEES

MICHAEL J. OFFENBECHER has served as our Vice President -- Technology since
November 1998. He was the Chief Engineer for software development of InfoPak,
Incorporated, a Web design firm, from 1993 to 1997 where he was responsible for
software development projects. From 1997 until November 1998, he was a Senior
Software Engineer for Cyclone Software Corporation in Scottsdale, Arizona. Mr.
Offenbecher earned a Bachelor of Science degree and Electrical Engineering
degree from Kansas State University.

LUIS GARCIA has served as our Vice President -- Design and Content since
February 1999. He was a Web developer, Software Engineer and subsequently, Vice
President of Operations for Cybertoons Digital of Milwaukee, Wisconsin from
September 1996 until February 1999. From April 1996 until September 1996, he was
a Web developer for Platinum Creative in Winter Park, Florida. Mr. Garcia
received a B.S. degree in Systems Engineering from the Universidad Metropolitana
in Caracas, Venezuela and subsequently was a programming instructor there from
October 1994 to April 1996.

We have employment agreements with Michael J. Offenbecher and Luis Garcia
terminating in October 2000 and February 2001, respectively.

29
<PAGE> 32

EXECUTIVE COMPENSATION

The following table provides certain summary information concerning
compensation paid to our Chief Executive Officer since we were formed in June
1997. No officer has been paid compensation for services in excess of $100,000
per year through December 31, 1998.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
--------------------------------------- --------------------------------------
OTHER RESTRICTED SHARES ALL
NAME AND ANNUAL STOCK UNDERLYING OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARD(S) OPTIONS COMPENSATION
- ------------------ ---- ------- ------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jeffrey S. Peterson 1998 $31,500 -- -- -- 50,000 $81,500
Chief Executive 1997 -- -- -- -- -- --
Officer
</TABLE>

The following executive officers are expected to receive total compensation
in excess of $100,000 during 1999. Each of these executive officers has executed
employment agreements that contain non-competition and confidentiality
agreements, expire on the dates indicated and provide for the payment of annual
salaries and the forgivable loans indicated below.

<TABLE>
<CAPTION>
FORGIVABLE TOTAL EXPIRATION
NAME ANNUAL SALARY LOAN(3) COMPENSATION(4) DATE
- ---- ------------- ----------- --------------- ----------
<S> <C> <C> <C> <C>
Jeffrey S. Peterson(1)...................... $150,000 $100,000 $250,000 11/02
Gary L. Trujillo............................ $125,000 $100,000 $225,000 4/03
Michael A. Hubert(2)........................ $120,000 $ 35,000 $155,000 12/00
Bryan L. Ross(2)............................ $ 75,000 $ 40,000 $115,000 11/00
Juan C. Galan(2)............................ $100,000 $ 20,000 $120,000 1/02
Victor H. Roldan(2)......................... $ 60,000 $ 5,000 $ 65,000 1/02
Robert J. Taylor(2)......................... $ 80,000 $ 20,000 $100,000 3/02
</TABLE>

- ---------------

(1) Mr. Peterson's employment agreement also provides for:

- The issuance of 200,000 stock options exercisable at $12.00 per share,
500,000 stock options exercisable at $8.00 per share and 50,000 stock
options exercisable at $1.50 per share; and

- The payment of $500,000 plus salary for the remainder of the term of the
employment agreement if Mr. Peterson's services are terminated for any
reason other than cause or if we materially change his duties as defined
by his employment agreement.

(2) Messrs. Trujillo, Hubert, Ross, Galan, Roldan and Taylor have been granted
stock options to purchase, respectively, 350,000 shares at $10.00 per share,
75,000 shares at $8.00 per share, 115,000 shares at $8.00 per share, 100,000
shares at $8.00 per share, 20,000 shares at $1.00 per share and 100,000
shares, of which 60,000 shares are exercisable at $8.00 per share and 40,000
shares are exercisable at $10.00 per share.

(3) We have made loans to each of the executive officers in the amounts shown.
50% of each loan will be forgiven on the six month anniversary of employment
and the balance of the loan will be forgiven on the one year anniversary of
employment, except that 100% of Mr. Hubert's loan will be forgiven on his
six month anniversary of employment. All loans bear interest at 10% per
annum until paid or forgiven.

(4) Does not include car allowances, health insurance, housing allowances and
other non-material compensation.

Our outside directors do not receive any cash compensation for services as
directors, although they are reimbursed for out-of-pocket expenses in attending
board of directors' meetings and we intend to issue them stock options in the
future.

30
<PAGE> 33

STOCK OPTION PLAN

We have a stock option plan (the "Plan") which provides for the grant of
options intended to qualify as "incentive stock options" or "nonqualified stock
options" within the meaning of Section 422 of the United States Internal Revenue
Code of 1986 (the "Code"). Incentive stock options are issuable only to
employees.

The purposes of the Plan are to attract and retain the best available
personnel, to provide additional incentives to our employees and to promote the
success of our business.

We have reserved 6,000,000 shares of common stock for issuance under the
Plan, which is administered by the compensation committee of our board of
directors. Under the Plan, the compensation committee determines which
individuals will receive options, the time period during which the options may
be partially or fully exercised, the number of shares of common stock that may
be purchased under each option and the option price. As of the date hereof,
options to purchase 2,248,000 shares of common stock at a weighted average
exercise price of $8.16 per share were outstanding under the Plan and 3,752,000
shares remained available for future option grants. Of these options, 2,710,000
have been issued to executive officers and directors at an average exercise
price of $8.71 per share.

The per share exercise price of the common stock subject to options must
not be less than the fair market value of the common stock on the date the
option is granted. In the case of incentive stock options, the aggregate fair
market value (determined as of the date the option is granted) of the common
stock that any person may purchase in any calendar year pursuant to the exercise
of incentive stock options must not exceed $100,000. No person who owns,
directly or indirectly, at the time of the granting of an incentive stock
option, more than 10% of the total combined voting power of all classes of our
stock is eligible to receive incentive stock options under the Plan unless the
option price is at least 110% of the fair market value of the common stock
subject to the option on the date of grant. The stock options are subject to
anti-dilution provisions in the event of stock splits, stock dividends and the
like.

No incentive stock options are transferable by an optionee other than by
will or the laws of descent and distribution, and during the lifetime of an
optionee, the option is only exercisable by the optionee. The exercise date of
an option granted under the Plan must not be later than ten years from the date
of grant. Any options that expire unexercised or that terminate upon an
optionee's ceasing to be employed by us will become available once again for
issuance. Shares issued upon exercise of an option rank equally with other
shares then outstanding. No options have been exercised under the Plan.

The following table sets forth certain information regarding grants of
stock options to Jeffrey S. Peterson, the only executive officer who received
stock options during 1998. The fair value of the option grant has been estimated
on the date of the grant utilizing the Black-Scholes option pricing model with
the following assumptions: no volatility, ten year life, risk free rate of
return of 6% and a 0% dividend yield.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE
OPTIONS/SARS GRANTED TO OR BASE GRANT DATE
GRANTED EMPLOYEES PRICE GRANT DATE PRESENT VALUE
------------ ------------ -------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Jeffrey Peterson.................... 50,000 23% $1.50 November 1998 $146,000
</TABLE>

31
<PAGE> 34

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the holdings
of common stock (1) by each person who, as of May 10, 1999, holds of record or
is known by us to hold beneficially or of record, more than 5% of our common
stock, (2) by each executive officer and director, and (3) by all officers and
directors as a group. The address of each person is our address at One Arizona
Center, 400 E. Van Buren, Fourth Floor, Phoenix, Arizona 85004.

<TABLE>
<CAPTION>
PERCENT PERCENT
SHARES OF CLASS OF CLASS
NAME OWNED(1) PRIOR TO OFFERING(1) AFTER OFFERING
- ---- --------- -------------------- --------------
<S> <C> <C> <C>
Jeffrey S. Peterson................................. 1,621,083 15.9% 11.3%
Gary L. Trujillo(2)................................. 425,000 4.2% 3.0%
Michael A. Hubert................................... 347,621 3.5% 2.5%
Bryan L. Ross....................................... 115,000 1.2% *
Juan C. Galan....................................... 50,000 * *
Robert J. Taylor.................................... 50,000 * *
Victor H. Roldan.................................... 35,000 * *
Jerry J. Colangelo.................................. 75,000 * *
Jose Maria Figueres................................. 50,000 * *
Gregory J. Kolanek.................................. 25,000 * *
Edwin C. Lynch...................................... 75,000 * *
Alan J. Sokol(3).................................... 1,600,000 14.8% 10.8%
Lionel Sosa(4)...................................... 75,000 * *
Michael D. Silberman................................ 829,508 8.5% 6.0%
Kevin Dieball....................................... 1,071,434 11.0% 7.8%
The Monolith Limited Partnership.................... 1,390,715 14.2% 10.1%
Telemundo Network Group LLC(5)...................... 1,600,000 14.8% 10.8%
Keith Fredriksen.................................... 574,950 5.9% 4.2%
All executive officers and directors as a group (13
persons).......................................... 4,543,704 37.3% 28.0%
</TABLE>

- ---------------

* Less than 1.0%.

(1) Includes shares of common stock subject to stock options which are presently
exercisable or which may be exercisable within 60 days following the date of
this prospectus.

(2) Includes 25,000 shares owned by Southwest Harvard Group, a company owned by
Mr. Trujillo.

(3) Represents 600,000 shares of common stock owned by Telemundo Network Group
LLC, and warrants to purchase 1,000,000 shares of common stock. Mr. Sokol is
the Chief Operating Officer of Telemundo. He disclaims beneficial ownership
of all shares of our common stock owned beneficially by Telemundo.

(4) Includes 50,000 shares of common stock owned by Garcia/LKS, a company owned
in part by Mr. Sosa.

(5) Includes 1,000,000 shares of common stock underlying currently exercisable
warrants to purchase common stock.

RELATED PARTY AND OTHER MATERIAL TRANSACTIONS

In May 1998 Jeffrey S. Peterson, our Chairman, Chief Executive Officer and
President, and Michael D. Silberman, a principal stockholder, conveyed an
aggregate of 3,863,106 shares of their common stock to five persons for $.00035
per share. The shares were conveyed at that time to induce these five persons to
provide strategic planning and business development services to us.

In order to raise working capital, we have issued the following securities
to investors:

- In May 1998 we issued a $100,000 convertible promissory note to Enver
Zaky for working capital, $50,000 of which was subsequently converted by
Mr. Zaky into our common stock at $1.00 per share.

32
<PAGE> 35

- In July 1998 we issued a $1.0 million promissory note to Mitchell Price
and Tim Pring which they subsequently converted into our common stock at
$1.56 per share.

- In November and December 1998 we sold 1,259,167 shares of our common
stock to a group of investors for $3.75 per share.

In July 1998 we loaned Mr. Peterson $100,000 pursuant to his employment
agreement. We agreed that if Mr. Peterson was employed by us on April 1, 1999
the loan would be forgiven. The loan bears interest at 10% per annum. Similar
loans were made to several other of our officers including our President, Gary
L. Trujillo, to whom we loaned $100,000. Mr. Trujillo's loan bears interest at
10% per annum with 50% of the loan to be forgiven in October 1999 and the
remaining 50% in April 2000. See "Management -- Executive Compensation."

In February 1999 we agreed to pay Garcia/LKS, an advertising agency owned
in part by Lionel Sosa, one of our directors, for advertising services a monthly
retainer fee of $78,000. We intend to sign an agreement with Garcia/LKS on these
terms, cancelable by either party on 30 days notice. In April 1999 we issued
Garcia/LKS, 50,000 shares of our common stock in exchange for $500,000 of
advertising and marketing services to be credited against our monthly retainer
fee.

In March 1999 The Monolith Limited Partnership, a principal stockholder,
sold 216,436 shares of our common stock at $7.00 per share and loaned us $2.0
million for working capital. The loan bears interest at 12% per annum through
June 1999 and then 14% per annum through March 2001 and is payable monthly when
the loan is due.

In March 1999 Jeffrey S. Peterson, our Chief Executive Officer, sold
446,000 shares of our common stock, comprised of 396,000 shares at $7.00 per
share and 50,000 shares at $6.00 per share, to a group of investors, including
25,000 shares sold to each of Jerry J. Colangelo and Edwin C. Lynch both of whom
subsequently became directors. Mr. Peterson agreed to loan us up to $3.0 million
of the proceeds from the sale of his common stock at any time prior to the
completion of the offering to be used by us for working capital. The loans bear
monthly interest of 12% per annum for four months and then 14% per annum for the
next 20 months, at which time each loan will become due. At April 30, 1999 Mr.
Peterson had loaned us a total of $2.3 million.

In April 1999 we issued 50,000 shares of our common stock in exchange for
consulting services to Southwest Harvard Group, a company owned by Gary L.
Trujillo who subsequently became our President. Later in April 1999 Mr. Peterson
transferred an additional 50,000 shares of our common stock to Mr. Trujillo, in
connection with Mr. Trujillo's employment agreement.

In April 1999 we entered into a $1.5 million sponsorship agreement with the
Arizona Diamondbacks, a major league baseball team. Jerry J. Colangelo, who
subsequently became one of our directors, is the Chief Executive Officer and
Managing General Partner of the Arizona Diamondbacks. See "Our Business -- Our
Strategic Relationships."

In April 1999 we entered into a sponsorship agreement with Telemundo.
Subsequently, Telemundo became a principal stockholder of our company and Alan
J. Sokol its Chief Operating Officer became one of our directors. See "Our
Business -- Our Strategic Relationships."

In our opinion, the transactions described above were on terms no less
favorable than those which could have been obtained from unaffiliated third
parties.

33
<PAGE> 36

DESCRIPTION OF SECURITIES

COMMON STOCK

We are authorized to issue 50,000,000 shares of $.001 par value common
stock, of which 9,775,833 shares are outstanding as of the date of this
prospectus. Each share of common stock is entitled to one vote on all matters
submitted to a vote of the stockholders, and cumulative voting is not permitted.
Upon issuance, shares of common stock are not subject to further assessment or
call. Subject to the prior rights of any series of preferred stock that may be
issued by us in the future, holders of common stock are entitled to receive
ratably such dividends that may be declared by the board of directors out of
funds legally available therefor and are entitled to share ratably in all assets
remaining after payment of liabilities in the event of our liquidation,
dissolution or winding up. Holders of common stock have no preemptive rights or
rights to convert their common stock into any other securities. The outstanding
common stock is fully paid and nonassessable.

We have not paid dividends on our common stock since inception and do not
plan to pay dividends in the foreseeable future. Any earnings will be retained
to finance growth.

PREFERRED STOCK

Our articles of incorporation authorize the issuance of up to 5,000,000
shares of preferred stock with such rights and preferences as may be determined
from time to time by our board of directors. Accordingly, under the articles of
incorporation, the board of directors may, without stockholder approval, issue
preferred stock with dividend, liquidation, conversion, voting, redemption or
other rights which could adversely affect the voting power or other rights of
the holders of the common stock. The issuance of any shares of preferred stock
having rights superior to those of the common stock may result in a decrease of
the value or market price of the common stock and could further be used by the
board of directors as a device to prevent a change in our control. We have no
other anti-takeover provisions in our articles of incorporation or Bylaws.
Holders of the preferred stock may have the right to receive dividends, certain
preferences in liquidation and conversion rights.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common
stock. Future sales of substantial amounts of common stock in the public market
could adversely affect prevailing market prices. Furthermore, since only a
limited number of shares will be available for sale shortly after this offering
because of certain contractual and legal restrictions on resale (as described
below), sales of substantial amounts of our common stock in the public market
after the restrictions lapse could adversely affect the prevailing market price
and our ability to raise equity capital in the future.

Upon completion of this offering, we will have outstanding 13,775,833
shares of common stock. Of these shares, all 4,000,000 shares sold in the
offering (plus any shares issued upon exercise of the underwriters'
overallotment option) will be freely tradable without restriction under the
Securities Act, unless purchased by our "affiliates" as that term is defined in
Rule 144 under the Securities Act (generally, our officers, directors or 10%
stockholders).

The remaining 9,775,833 shares outstanding are "restricted securities"
within the meaning of Rule 144 under the Securities Act. Restricted securities
may be sold in the public market only if registered or if they qualify for an
exemption from registration under Rule 144 of the Securities Act. Sales of
restricted securities in the public market, or the availability of such
securities for sale, could adversely affect the market price of the common
stock.

Our existing stockholders have entered into lock-up agreements providing
that they will not offer, sell, contract to sell, pledge, hypothecate or grant
any option to purchase or otherwise dispose of our common stock or any
securities exercisable for or convertible into our common stock for a period of
180 days after the effective date of the offering without the prior written
consent of the representative of the underwriters.

34
<PAGE> 37

As a result of these contractual restrictions, notwithstanding possible earlier
eligibility for sale under the provisions of Rule 144, shares subject to lock-up
agreements will not be salable until such agreements expire or are waived by the
representative of the underwriters. Notwithstanding the lock-up agreements,
1,981,886 shares may be sold, subject to the volume limitations set forth below
under Rule 144 of the Securities Act and the remaining 7,793,947 shares may be
sold commencing from May 1999 through December 1999.

In general, under Rule 144 as currently in effect, and beginning after the
180 day lock-up period, a person who has beneficially owned restricted
securities for at least one year would be entitled to sell within any
three-month period a number of shares that does not exceed the greater of one
percent of the number of shares of common stock then outstanding, which will
amount to 13,775 shares immediately after the offering, or the average weekly
trading volume of the common stock during the four calendar weeks preceding the
sale. Sales under Rule 144 are also subject to certain manner of sale provisions
and notice requirements and to the availability of current public information
about us. Under Rule 144(k), a person who is not deemed to have been our
affiliate at any time during the three months preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years, is
entitled to sell such shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144.

We have granted demand and piggy-back registration rights covering:

- 400,000 shares of common stock underlying the common stock purchase
warrants to be issued to the representative of the underwriters

- 1,000,000 common stock purchase warrants issued to Telemundo.

We also intend to register the shares of common stock underlying our Stock
Option Plan, which means that common stock issued upon exercise of stock options
will generally be freely tradeable without restriction under the Securities Act.
We have agreed with the underwriters that we will not file a registration
statement covering our Stock Option Plan shares until at least 180 days after
this offering.

TRANSFER AGENT

Corporate Stock Transfer, Inc., Denver, Colorado, is our transfer agent.
The transfer agent's address is 370-17th Street, Suite 2350, Denver, Colorado
80202-4614, and its telephone number is (303)595-3300.

LIMITATION ON LIABILITY

Our Bylaws provide our directors, officers, employees and agents
substantial protection against personal liability related to actions taken in
their capacity as representatives of the Company. The effect of this provision
is that we may be required to pay reasonably incurred expenses such as
attorney's fees, judgments, penalties, fines and amounts paid in settlements
associated with work related actions, suits or proceedings. We shall pay these
expenses if an independent group, as defined in our Bylaws, determines that the
individuals conducted themselves in good faith, and that they reasonably
believed:

- In the case of conduct in their official capacity with us, that their
conduct was in our best interest, or

- In all other cases, except criminal cases, that their conduct was at
least not opposed to our best interest, or

- In the case of any criminal proceeding, that they had no reason to
believe their conduct was unlawful.

Our Bylaws specifically limit the payment of expenses in connection with a
proceeding brought by or in the right of the Company to reasonable expenses,
including attorney's fees.

35
<PAGE> 38

UNDERWRITING

Subject to the terms and conditions of our underwriting agreement, the
underwriters named below, for whom Cruttenden Roth Incorporated is acting as
representative, have severally agreed to purchase from us and we have agreed to
sell to the underwriters, the respective number of shares of common stock set
forth opposite each underwriter's name below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
Cruttenden Roth Incorporated................................
H.C. Wainwright & Co., Inc. ................................
---------
Total............................................. 4,000,000
---------
</TABLE>

Our underwriting agreement provides that the obligations of the
underwriters are subject to certain conditions precedent, including the absence
of any material adverse change in our business, the receipt of certificates,
opinions and letters from our counsel and independent public accountants. The
nature of the underwriters' obligation is such that they are committed to
purchase and pay for all the shares of common stock if any are purchased.

We have been advised by the representative that the underwriters propose to
offer the shares of common stock directly to the public on the terms set forth
on the cover page of this prospectus. The underwriters may allow selected
dealers a concession of not more than $ per share, and the underwriters may
allow, and such selected dealers may reallow, a concession of not more than
$ per share, to other dealers. After the initial public offering of the
shares, the public offering price and other selling terms may be changed by the
representative. No change in such terms shall change the amount of proceeds to
be received by us as set forth on the cover page of this prospectus.

We have granted an option to the underwriters, exercisable for a period of
45 days after the date of this prospectus, to purchase up to an additional
600,000 shares of common stock at the same price per share as the initial shares
to be purchased by the underwriters to cover overallotments, if any. To the
extent that the underwriters exercise this option, each of the underwriters will
be committed, subject to certain conditions, to purchase such additional shares
of common stock in approximately the same proportion as set forth in the above
table.

The representative of the underwriters has advised us that it does not
expect any sales of the shares of common stock offered hereby to be made to
discretionary accounts controlled by the underwriters.

We have agreed to pay the representative a nonaccountable expense allowance
equal to 2% of the aggregate price of the shares of common stock offered hereby
(including with respect to shares of common stock underlying the overallotment
option, if and to the extent it is exercised) set forth on the front cover of
this prospectus. The representative's expenses in excess of the nonaccountable
expense allowance, including its legal expenses, will be borne by the
representative.

We have agreed to issue to the representative at the closing of the
offering warrants to purchase up to 400,000 shares of common stock at an
exercise price per share equal to 120% of the initial per share public offering
price. The representative's warrants are exercisable for a period of four years
beginning one year from the date of this prospectus.

The holders of the representative's warrants will have no voting, dividend
or other shareholder rights until the representative's warrants are exercised.
The terms of the representative's warrants were established as the result of
negotiations between the representative and us. If the representative's warrants
are exercised, the representative may realize additional compensation. By their
terms, the representative's warrants will be restricted from sale, transfer,
assignment or hypothecation, except to persons that are officers of the
representative. The number of shares covered by the representative's warrants
and the exercise price are subject to adjustment to prevent dilution. In
addition, we have granted certain rights to

36
<PAGE> 39

the holders of the representative's warrants to register the representative's
warrants and the common stock underlying the representative's warrants under the
Securities Act.

Total compensation to the representative and the underwriters is as
follows:

- Commissions -- $ per share of common stock sold;

- Nonaccountable expense allowance -- $ per share of common stock
sold; and

- Warrants to purchase up to 400,000 shares of common stock at 120% of
the per share offering price.

All of our stockholders have entered into lock-up agreements with the
representative which provide that they will not offer, sell or otherwise dispose
of any common stock for a period of 180 days after the commencement of the
offering without the prior written consent of Cruttenden Roth. Cruttenden Roth
has no present intention to release the locked-up shares prior to expiration of
the 180-day period although Cruttenden Roth may release the locked-up shares
prior to expiration of such period. The granting of any release would be
conditioned, in the judgment of Cruttenden Roth, on such sale not materially
adversely impacting the prevailing trading market for the common stock on the
Nasdaq National Market. Specifically, factors such as average trading volume,
recent price trends, and the need for additional public float in the market for
the common stock would be considered in evaluating such a request. Cruttenden
Roth has agreed with holders of 443,500 shares to release one-half of such
shares from the lock-up agreement prior to the end of the 180-day period if,
after this offering, at least 2,000,000 shares of the common stock trade on the
Nasdaq National Market at a price at least equal to the lesser of 120% of the
public offering price or $14.40, and to release the remainder of such shares if
at least 4,000,000 shares trade at a price at least equal to the lesser of 120%
of the public offering price or $14.40.

Prior to the offering, there has been no established trading market for the
common stock. Consequently, the initial public offering price for the common
stock offered hereby has been determined by negotiations between the
representative and us. Among the factors considered in such negotiations were
the preliminary demand for the common stock, the prevailing market and economic
conditions, our results of operations, estimates of our business potential and
prospects, the present state of our business operations, an assessment of our
management, the consideration of these factors in relation to the market
valuation of comparable companies in related businesses, the current condition
of the markets in which we operate, and other factors deemed relevant. There can
be no assurance that an active trading market will develop for the common stock
or that the common stock will trade in the public market after the offering at
or above the initial public offering price.

The representative has advised us that, pursuant to Regulation M under the
Securities Act, some persons participating in the offering may engage in
transactions, including stabilizing bids, syndicate covering transactions or the
imposition of penalty bids, that may have the effect of stabilizing or
maintaining the market price of the shares of common stock at a level above that
which might otherwise prevail in the open market. A "stabilizing bid" is a bid
for or the purchase of shares of common stock on behalf of the underwriters for
the purpose of fixing or maintaining the price of the common stock. A "syndicate
covering transaction" is the bid for or purchase of common stock on behalf of
the underwriters to reduce a short position incurred by the underwriters in
connection with the offering. A "penalty bid" is an arrangement permitting the
representative to reclaim the selling concession otherwise accruing to an
underwriter or syndicate member in connection with the offering if the common
stock originally sold by such underwriter or syndicate member purchased by the
representative in a syndicate covering transaction and has therefore not been
effectively placed by such underwriter or syndicate member. The representative
has advised us that such transactions may be effected on the Nasdaq National
Market or otherwise and, if commenced, may be discontinued at any time.

The underwriting agreement provides that we will indemnify the underwriters
and their controlling persons against liabilities under the Securities Act or
will contribute to payments the underwriters and their controlling persons may
be required to make in respect thereof.

37
<PAGE> 40

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for us
by Kummer Kaempfer Bonner & Renshaw, Las Vegas, Nevada. Certain legal matters in
connection with the offering will be passed upon for us by Brownstein Hyatt &
Farber, P.C., Denver, Colorado and the Law Office of Gary A. Agron, Englewood,
Colorado and for the underwriters by Bryan Cave LLP, Phoenix, Arizona.

EXPERTS

Our financial statements for the year ended December 31, 1998 and for the
period from inception (June 25, 1997) to December 31, 1997, have been included
in this prospectus in reliance on the report of Ehrhardt Keefe Steiner & Hottman
PC, independent public accountants, as given upon the authority of said firm as
experts in accounting and auditing. With respect to the unaudited interim
financial information for the three months ended March 31, 1999 and 1998 and the
March 31, 1999 information included in the period cumulative from inception
(June 25, 1997) to March 31, 1999, the independent public accountants have not
audited or reviewed such financial information and have not expressed an opinion
or any other form of assurance with respect to such financial information.

CHANGE OF ACCOUNTANTS

On December 11, 1998 we engaged BDO Seidman, LLP as our independent public
accountant. BDO Seidman, LLP resigned as our independent public accountant on
February 4, 1999 because they were unwilling to be associated with our financial
statements due to the background of one of our employees. This employee's
background included fines and other sanctions imposed by the NASD and the
Arizona Corporation Commission and a pending public order of investigation
instituted by the Securities and Exchange Commission. We employed this employee
from January 1, 1999 through February 15, 1999 at which time he resigned. This
employee was never appointed as an officer or director of quepasa.com, inc. He
owns 443,500 shares of our common stock which he has agreed to sell to a third
party not affiliated with Mr. Whelen prior to the effective date of the
offering. In May 1999 he resigned as an employee of WGM Corporation, the general
partner of The Monolith Limited Partnership, one of our principal stockholders.

Prior to their resignation, BDO Seidman, LLC had not completed their audits
of any of our financial statements for any period. There were no disagreements
between us and BDO Seidman, LLC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures
which, if not resolved to the satisfaction of BDO Seidman, LLC would have caused
them to make reference to the matter in their report. We allowed BDO Seidman,
LLC to read and make comment on this disclosure.

On February 10, 1999, we engaged Ehrhardt Keefe Steiner & Hottman, PC as
our independent public accountants. Prior to their appointment, we did not
consult with them on issues relating to our accounting principles or the type of
audit opinion with respect to our financial statements to be issued by them.

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a Registration
Statement under the Securities Act of 1933, as amended, covering the common
stock. As permitted by the rules and regulations of the Commission, this
prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits. For further information with respect to our company
and the common stock, reference is made to the Registration Statement and the
exhibits, which may be examined without charge at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street
N.W., Washington, D.C. 20549, copies of which may be obtained from the
Commission upon payment of the prescribed fees.

We will be subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and will file reports, proxy statements and
other information with the Commission. Such reports, proxy statements and other
information may be inspected at the public reference facilities of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of these
38
<PAGE> 41

materials may be obtained at prescribed rates from the Commission at that
address. The reports, proxy statements and other information can also be
inspected at the Commission's regional offices at 7 World Trade Center, Suite
300, New York, New York 10048 and at Northwestern Atrium Center, 500 West
Madison, Chicago, Illinois 60621 and on the Commission's Web site at
www.sec.gov.

We will furnish to our stockholders annual reports which will include
audited financial statements. We may also furnish to our stockholders quarterly
financial statements and other reports that may be authorized by our board of
directors.

39
<PAGE> 42

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report................................ F-2
Financial Statements
Balance Sheets............................................ F-3
Statements of Operations.................................. F-4
Statement of Changes in Stockholders' Equity (Deficit).... F-5
Statements of Cash Flows.................................. F-6
Notes to Financial Statements............................... F-8
</TABLE>

F-1
<PAGE> 43

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
quepasa.com, inc.
Phoenix, Arizona

We have audited the accompanying balance sheets of quepasa.com, inc. (a
development stage company) as of December 31, 1998 and 1997 and the related
statements of operations, changes in stockholders' equity (deficit) and cash
flows for the year ended December 31, 1998 and from Inception (June 25, 1997) to
December 31, 1997 and cumulative from Inception to December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of quepasa.com, inc. as of
December 31, 1998 and 1997, and the results of its operations and its cash flows
for the year ended December 31, 1998 and from Inception (June 25, 1997) to
December 31, 1997 and cumulative from Inception to December 31, 1998 in
conformity with generally accepted accounting principles.

Ehrhardt Keefe Steiner & Hottman PC

February 17, 1999
Denver, Colorado

F-2
<PAGE> 44

QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ---------------------
1999 1998 1997
------------ ----------- -------
(UNAUDITED)
<S> <C> <C> <C>
Current assets
Cash and cash equivalents............................. $ 549,974 $ 2,199,172 $ 2,582
Deposits receivable................................... -- 1,533,632 --
Stock subscription receivable (Note 7)................ -- 125,000 --
Forgivable loans (Note 6)............................. 431,705 396,540 --
Prepaid advertising (Note 6).......................... 1,076,918 -- --
------------ ----------- -------
Total current assets.......................... 2,058,597 4,254,344 2,582
------------ ----------- -------
Property and equipment, net of accumulated depreciation
of $35,226 (March 31, 1999) and $6,532 (December 31,
1998) (Note 2)........................................ 836,227 354,620 --
Other assets
Deferred offering costs (Note 6)...................... 342,441 -- --
Deposits and other assets............................. 53,692 2,500 --
------------ ----------- -------
Total other assets............................ 396,133 2,500 --
------------ ----------- -------
Total assets............................................ $ 3,290,957 $ 4,611,464 $ 2,582
============ =========== =======

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable........................................ $ 388,436 $ 71,222 $ 5,465
Accrued commissions (Note 7).......................... 24,089 215,233 --
Stock subscription (Note 7)........................... -- 337,500 --
Deferred license fees (Note 3)........................ 66,665 64,165 --
Accrued interest...................................... 20,000 -- --
Accrued payroll and related taxes..................... 75,564 2,922 --
------------ ----------- -------
Total current liabilities..................... 574,754 691,042 5,465
Long-term liabilities
Note payable (Note 4)................................. 2,000,000 -- --
------------ ----------- -------
Total liabilities............................. 2,574,754 691,042 5,465
------------ ----------- -------
Commitments and contingencies (Notes 3, 6 and 8)
Stockholders' equity (deficit) (Notes 4 and 7)
Preferred stock, authorized 5,000,000 shares -- none
issued or outstanding.............................. -- -- --
Common stock, authorized 50,000,000 shares, $0.001 par
value; issued and outstanding 9,075,833 shares
(March 31, 1999 and December 31, 1998) and
5,680,000 shares (December 31, 1997)............... 9,076 9,076 5,680
Additional paid-in capital............................ 10,906,477 10,427,477 (5,660)
Deficit accumulated during the development stage...... (10,199,350) (6,516,131) (2,903)
------------ ----------- -------
Total stockholders' equity (deficit).......... 716,203 3,920,422 (2,883)
------------ ----------- -------
Total liabilities and stockholders' equity (deficit).... $ 3,290,957 $ 4,611,464 $ 2,582
============ =========== =======
</TABLE>

See notes to financial statements.

F-3
<PAGE> 45

QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
CUMULATIVE FROM CUMULATIVE FROM
INCEPTION INCEPTION INCEPTION
THREE MONTHS ENDED (JUNE 25, 1997) (JUNE 25, 1997) (JUNE 25, 1997)
MARCH 31, YEAR ENDED TO TO TO
------------------------ DECEMBER 31, DECEMBER 31, MARCH 31, DECEMBER 31,
1999 1998 1998 1997 1999 1998
----------- ---------- ------------ --------------- --------------- ---------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Product and content
development
expenses........... $ 186,691 $ 4,330 $ 414,873 $ -- $ 601,564 $ 414,873
Advertising and
marketing
expenses........... 2,062,607 -- 250,419 -- 2,313,026 250,419
Stock based
compensation
expenses........... 479,000 -- 5,265,364 -- 5,744,364 5,265,364
General and
administrative
expenses........... 950,299 9,137 534,632 3,703 1,488,634 538,335
----------- ---------- ----------- ---------- ------------ -----------
Total
operating
expenses... 3,678,597 13,467 6,465,288 3,703 10,147,588 6,468,991
----------- ---------- ----------- ---------- ------------ -----------
Loss from
operations......... (3,678,597) (13,467) (6,465,288) (3,703) (10,147,588) (6,468,991)
Other income
(expense)
Interest expense... (20,000) -- (48,994) -- (68,994) (48,994)
Other.............. 15,378 -- 1,054 800 17,232 1,854
----------- ---------- ----------- ---------- ------------ -----------
Net other income
(expenses)......... (4,622) -- (47,940) 800 (51,762) (47,140)
----------- ---------- ----------- ---------- ------------ -----------
Net loss............. $(3,683,219) $ (13,467) $(6,513,228) $ (2,903) $(10,199,350) $(6,516,131)
=========== ========== =========== ========== ============ ===========
Net loss per share,
basic and
diluted............ $ (.41) $ -- $ (.72) $ -- $ (1.12) $ (.72)
=========== ========== =========== ========== ============ ===========
Weighted average
number of shares
outstanding, basic
and diluted........ 9,075,833 9,075,833 9,075,833 9,075,833 9,075,833 9,075,833
=========== ========== =========== ========== ============ ===========
</TABLE>

See notes to financial statements.

F-4
<PAGE> 46

QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION (JUNE 25, 1997) TO
DECEMBER 31, 1997, THE YEAR ENDED DECEMBER 31, 1998 AND
THE THREE MONTHS ENDED MARCH 31, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE
------------------ PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
--------- ------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Issuance of common stock for cash
from initial capitalization, June
1997 (Note 7)...................... 5,680,000 $5,680 $ (5,660) $ -- $ 20
Net loss for the period.............. -- -- -- (2,903) (2,903)
--------- ------ ----------- ------------ -----------
Balance, December 31, 1997........... 5,680,000 5,680 (5,660) (2,903) (2,883)
Issuance of common stock and stock
based compensation May 1998 (Note
7)................................. 1,420,000 1,420 4,985,294 -- 4,986,714
Issuance of common stock in
conversion of note payable $1.56
per share) November 1998 (Note
4)................................. 666,666 667 1,039,113 -- 1,039,780
Issuance of common stock in
conversion of note payable ($1.00
per share), November 1998 (Note
4)................................. 50,000 50 49,950 -- 50,000
Issuance of common stock for cash at
$3.75 per share, net of $640,587 of
offering costs November and
December 1998 (Note 7)............. 1,259,167 1,259 4,080,030 -- 4,081,289
Issuance of compensatory stock
options to employees October
through December 1998 (Note 7)..... -- -- 278,750 -- 278,750
Net loss for the year................ -- -- -- (6,513,228) (6,513,228)
--------- ------ ----------- ------------ -----------
Balance, December 31, 1998........... 9,075,833 9,076 10,427,477 (6,516,131) 3,920,422
Issuance of compensatory stock
options to employees, January 1999
(Note 7)........................... -- -- 52,500 -- 52,500
Issuance of compensatory stock
options to officers and directors,
March 1999 (Note 7)................ -- -- 426,500 -- 426,500
Net loss for the period
(unaudited)........................ -- -- -- (3,683,219) (3,683,219)
--------- ------ ----------- ------------ -----------
Balance, March 31, 1999
(unaudited)........................ 9,075,833 $9,076 $10,906,477 $(10,199,350) $ 716,203
========= ====== =========== ============ ===========
</TABLE>

See notes to financial statements.

F-5
<PAGE> 47

QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
CUMULATIVE CUMULATIVE
FROM FROM
INCEPTION INCEPTION INCEPTION
THREE MONTHS ENDED (JUNE 25, 1997) (JUNE 25, 1997) (JUNE 25, 1997)
MARCH 31, YEAR ENDED TO TO TO
---------------------- DECEMBER 31, DECEMBER 31, MARCH 31, DECEMBER 31,
1999 1998 1998 1997 1999 1998
----------- -------- ------------ --------------- --------------- ---------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Cash flows from operating
activities
Net loss....................... $(3,683,219) $(13,467) $(6,513,228) $(2,903) $(10,199,350) $(6,516,131)
Adjustments to reconcile net
loss to net cash (used in)
provided by operating
activities
Depreciation and
amortization.............. 28,694 -- 6,532 -- 35,226 6,532
Stock based compensation.... 479,000 -- 5,265,364 -- 5,744,364 5,265,364
Accrued interest on
convertible notes
payable................... -- -- 39,780 -- 39,780 39,780
Change in assets and
liabilities
Deposits receivable....... 1,533,632 -- (1,533,632) -- -- (1,533,632)
Forgivable loans.......... (35,165) -- (396,540) -- (431,705) (396,540)
Prepaid advertising....... (1,076,918) -- -- -- (1,076,918) --
Deposits and other
assets................. (51,192) -- (2,500) -- (53,692) (2,500)
Accounts payable.......... 317,214 10,325 65,757 5,465 388,436 71,222
Accrued payroll and
related taxes.......... 72,642 -- 2,922 -- 75,564 2,922
Deferred license fees..... 2,500 -- 64,165 -- 66,665 64,165
----------- -------- ----------- ------- ------------ -----------
1,270,407 10,325 3,511,848 5,465 4,787,720 3,517,313
----------- -------- ----------- ------- ------------ -----------
Net cash (used in)
provided by operating
activities........... (2,412,812) (3,142) (3,001,380) 2,562 (5,411,630) (2,998,818)
----------- -------- ----------- ------- ------------ -----------
Cash flows from investing
activities
Purchase of fixed assets....... (510,301) -- (361,152) -- (871,453) (361,152)
----------- -------- ----------- ------- ------------ -----------
Net cash used in
investing
activities........... (510,301) -- (361,152) -- (871,453) (361,152)
----------- -------- ----------- ------- ------------ -----------
Cash flows from financing
activities
Checks in excess of bank
balance..................... -- 560 -- -- -- --
Stock subscription
receivable.................. 125,000 -- (125,000) -- -- (125,000)
Net proceeds from private
placements.................. -- -- 4,081,289 -- 4,081,289 4,081,289
Proceeds from issuance of note
payable..................... 2,000,000 -- -- -- 2,000,000 --
Proceeds from convertible note
payable..................... -- -- 1,100,000 -- 1,100,000 1,100,000
Accrued interest............... 20,000 -- -- -- 20,000 --
Deferred initial public
offering costs.............. (342,441) -- -- -- (342,441) --
Accrued commissions............ (191,144) -- 215,233 -- 24,089 215,233
Stock subscription............. (337,500) -- 337,500 -- -- 337,500
Proceeds from issuance of
common stock................ -- -- 100 20 120 120
Payments on notes payable...... -- -- (50,000) -- (50,000) (50,000)
----------- -------- ----------- ------- ------------ -----------
Net cash provided by
financing
activities........... 1,273,915 560 5,559,122 20 6,833,057 5,559,142
----------- -------- ----------- ------- ------------ -----------
</TABLE>

F-6
<PAGE> 48

Supplemental disclosure of cash flow information:

Cash paid for interest was $48,994 for the year ended December 31,
1998 and $0 from Inception (June 25, 1997) to December 31, 1997.

Supplemental schedule of non-cash investing and financing activities:

During 1998, convertible notes of $1,050,000 were converted into
common stock.

F-7
<PAGE> 49

QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO MARCH 31, 1999 AND 1998 IS UNAUDITED)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Quepasa.com, inc. (the Company), a Nevada Corporation, was incorporated in
June 1997. The Company is a Spanish-language Internet portal and community.
Quepasa.com offers a number of services such as news, chat and free e-mail. The
Company's portal draws viewers to their Web sites by providing a one-stop
destination for identifying, selecting and accessing resources, services,
content and information on the Web. The Company is targeted to provide users
with information and interactive content centered around the Spanish language.

The Company is a development stage company that has not had any significant
revenue since inception. The Company realized a net loss of approximately $6.9
million including a $5.3 million non-cash charge for stock based compensation
during the year ended December 31, 1998 and there is no assurance that the
Company will generate revenue or earn profit in the future.

During 1998, the Company changed its name from Internet Century, Inc. to
quepasa.com, inc.

Interim Financial Statements (Unaudited)

In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position of the Company at
March 31, 1999 and the results of its operations and changes in cash flows for
the three months ended March 31, 1999 and 1998 and the three months ended March
31, 1999 included in the period cumulative from inception to March 31, 1999. The
results of operations for the three months ended March 31, 1999 and 1998 are not
necessarily indicative of the results to be expected for a full year.

Stock Split

In October 1998, the Company's board of directors authorized a 284 for one
stock split. The financial statements have been presented as if the split had
occurred at inception.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and investments with
original maturities of three months or less.

Deposits Receivable

Accounts receivable at December 31, 1998 represents refunds due from a
media company for advances paid by the Company under an advertising agreement
which was canceled prior to advertising services being rendered. The amount was
received subsequent to December 31, 1998.

Property and Equipment

Property and equipment are recorded at cost. Depreciation and amortization
expense is generally provided on a straight-line basis using estimated useful
lives of three to five years.

Deferred Offering Costs

Deferred offering costs represents cost incurred in conjunction with the
Company's proposed public offering. Deferred offering costs will be offset
against net proceeds, if successful, or expensed in operations if the offering
is unsuccessful.

F-8
<PAGE> 50
QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1999 AND 1998 IS UNAUDITED)

License Agreement

The Company entered into a licensing agreement pursuant to which the
Company licenses an internet-based search engine. The minimum annual royalty has
been capitalized and is being amortized over three years, which is the minimum
term of the agreement (Note 3).

Revenue Recognition

Advertising revenues are expected to be derived principally from short-term
advertising contracts. Revenues are generally recognized ratably over the period
in which the advertisement is displayed, provided that the Company does not have
any significant remaining obligations and collection of the resulting receivable
is probable. To the extent that web site impression deliveries are falling short
of the guarantees, the Company would defer recognition of the corresponding
revenues.

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the difference between the financial statements
and tax basis of assets and liabilities using the enacted tax rates in effect
for the year in which the differences are expected to reverse. The measurement
of deferred tax assets is reduced, if necessary, by the amount of any tax
benefits that, based on available evidence, are not expected to be realized.

Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with the provisions
of Statement of Financial Accounting Standards No. 128, "Earnings per Share"
("SFAS 128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under the
provisions of SFAS 128 and SAB 98, basic and diluted net loss per share is
computed by dividing the net loss available to common stockholders for the
period by the weighted average number of common shares outstanding for the
period. The calculation of basic and diluted net loss per share excludes shares
of common stock issuable upon exercise of employee stock options as the effect
of the exercise would be antidilutive.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting periods. Actual
results could differ from those estimates.

Advertising Costs

Advertising costs are expensed as incurred in accordance with Statement of
Position 93-7, "Reporting on Advertising Costs". Advertising costs for the year
ended December 31, 1998 and for the period from Inception (June 25, 1997) to
December 31, 1997 totaled $132,377 and $0, respectively.

Product and Content Development

Costs incurred in the classification and organization of listings within
the Company's Web site and the development of new products and enhancements to
existing products are charged to expense as incurred. Material software
development costs incurred during the application development stage are
capitalized.
F-9
<PAGE> 51
QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1999 AND 1998 IS UNAUDITED)

Based upon the Company's product development process, and the constant
modification of the Company's Web site, costs incurred by the Company during the
application development stage have been insignificant.

Fair Value of Financial Instruments

The carrying amount of the Company's financial instruments, which
principally include cash, deposit receivable, accounts payable, accrued expenses
and a note payable, approximate fair value due to the relatively short maturity
of the financial instruments.

The fair value of the Company's debt instruments are based on the amount of
future cash flows associated with cash instrument using the Company's borrowing
rate. At March 31, 1999 and December 31, 1998 and 1997, the carrying value of
all financial instruments was not materially different from fair value.

Recently Issued Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities", which is
effective for financial statements issued for all fiscal quarters of fiscal
years beginning after June 15, 1999. This statement requires companies to
recognize all derivative contracts at either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are not a
derivative may be specifically designated as a hedge, the objective of which is
to match the timing of gain or loss recognition on the hedging derivative with
the recognition (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized in income in the period of
change. Historically, the Company has not entered into derivative contracts to
hedge existing risks or for speculative purposes. Accordingly, the Company does
not expect adoption of the new standards on January 1, 2000 to effect its
financial statements.

NOTE 2 -- PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ---------------
1999 1998 1997
----------- -------- ----
(UNAUDITED)
<S> <C> <C> <C>
Computer equipment and software........................ $449,430 $344,948 $ --
Furniture, fixtures and equipment...................... 337,228 16,204 --
Leasehold improvements................................. 84,795 -- --
-------- -------- ----
871,453 361,152 --
Less accumulated depreciation and amortization......... (35,226) (6,532) --
-------- -------- ----
Property and equipment................................. $836,227 $354,620 $ --
</TABLE>

NOTE 3 -- LICENSE AGREEMENT

On July 21, 1998, the Company entered an Information Services Agreement
(the "Agreement") with Inktomi Corporation ("Inktomi") whereby Inktomi will
provide certain services, including but not limited to, search services enabling
the Company to access Inktomi database of Internet Web sites. The agreement
requires quarterly payments ranging from $60,000 to $75,000 and expires in
August 2001. While the agreement provides for certain additional payments based
upon actual use of Inktomi's services,

F-10
<PAGE> 52
QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1999 AND 1998 IS UNAUDITED)

the Company believes additional payments, if any, will not be material. The
license will be expensed on a straight-line basis over the term of the agreement
of three years.

Minimum payments under the licensing agreement are as follows as of March
31, 1999:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1999........................................................ $212,500
2000........................................................ 250,000
2001........................................................ 187,500
--------
$650,000
========
</TABLE>

The license fee expense was $104,165 for the year ended December 31, 1998
and $62,500 for the three months ended March 31, 1999.

In addition to the Inktomi agreement described above, the Company has
various other agreements for technology and content presented on the Company's
portal. These agreements are for one to two years and require payments totaling
$246,000 in 1999 and $129,000 in 2000. See note 8 (unaudited) for additional
commitments.

NOTE 4 -- NOTES PAYABLE

Convertible Note Payable

In May 1998, the Company issued $100,000 of convertible debt. The
convertible debt accrued interest at 12% per annum and was scheduled to mature
on the earlier of May 31, 2000 or the closing date of the Company's initial
public offering, if any. The Company had the right to convert unpaid note
principal plus any accrued interest into 100,000 shares of common stock at any
time during the term of the Note.

In November 1998, the Company converted $50,000 of the Note into 50,000
shares of the Company's common stock and repaid the balance of $50,000.

In July 1998, the Company issued $1,000,000 of convertible debt. The
convertible debt accrued interest at 12% per annum and was payable on the
earlier of May 31, 2000 or at the closing date of the Company's initial public
offering, if any. The Company had the right to convert unpaid principal plus any
accrued interest into 666,666 shares of common stock at any time during the term
of the notes. The Company believes this conversion feature was based on the fair
market value of the common stock on the date of issuance.

In November 1998, the notes and accrued interest of $39,780 were converted
into 666,666 shares of the Company's common stock.

Loans from Related Parties (Unaudited)

In March of 1999, the Company received a $2 million loan from a stockholder
of the Company. The note bears interest at 12% per annum through June 1999 and
then 14% per annum through maturity, March, 2001.

The Chief Executive Officer has agreed to lend the Company up to $3 million
as needed for operations. Any amounts loaned will bear interest at 12% per annum
for four months and 14% per annum for the next 20 months and mature 24 months
from issuance. In April and May of 1999, the Company was advanced $2,300,000
under the terms of this agreement.

F-11
<PAGE> 53
QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1999 AND 1998 IS UNAUDITED)

NOTE 5 -- INCOME TAXES

No provision for federal and state income taxes has been recorded as the
Company has incurred net operating losses through March 31, 1999. The following
table sets forth the primary components of deferred tax assets:

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ---------------------
1999 1998 1997
----------- ----------- -------
(UNAUDITED)
<S> <C> <C> <C>
Net operating loss carryforwards.................. $10,631,000 $ 6,910,000 $ 3,000
Nondeductible expenses............................ (5,744,000) (5,265,000) --
----------- ----------- -------
Gross deferred tax assets......................... 4,887,000 1,645,000 3,000
Valuation allowance............................... (4,887,000) (1,645,000) (3,000)
----------- ----------- -------
$ -- $ -- $ --
=========== =========== =======
</TABLE>

At March 31, 1999 (unaudited) and December 31, 1998 and 1997, the Company
fully reserved its deferred tax assets. The Company believes sufficient
uncertainty exists regarding the reliability of tax assets such that a full
valuation allowance is appropriate.

At December 31, 1998, the Company had approximately $1,645,000 of federal
net operating loss carryforwards for tax reporting purposes available to offset
future taxable income. These carryforwards expire in 2013. The Company has
approximately $1,645,000 of state net operating loss carryforwards for tax
reporting purposes which expire in 2003.

NOTE 6 -- COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company signed a three year lease agreement for an office located in
Las Vegas, Nevada commencing August 15, 1998. The monthly lease payments range
from $1,670 to $1,770. The lease expires August 14, 2001.

The Company signed a three year lease agreement for office equipment
commencing in August 1998. The monthly rent payment is $328 and the lease
expires in September of 2001.

Future minimum rental payments under non-cancelable operating and equipment
leases are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1999........................................................ $20,240
2000........................................................ 20,847
2001........................................................ 14,168
-------
$55,255
=======
</TABLE>

Facilities and equipment leases expense for the three months ended March
31, 1999 and 1998 and the year ended December 31, 1998 and for the period from
Inception (June 25, 1997) to December 31, 1997 was $47,000, $0, $45,068 and $0,
respectively.

F-12
<PAGE> 54
QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1999 AND 1998 IS UNAUDITED)

Employment Agreements

The Company has employment agreements with many of its employees and all of
its executive officers. The agreements provide for base salary, forgivable loans
and bonus provisions. The forgivable loans are recognized ratably as expense
over the service period, or upon termination of the employee if the loan is
forgiven at that time. The chief executive officer's agreement provides for a
$500,000 payment upon termination without cause. The forgivable loans have been
expensed as compensation when made to the employees.

Proposed Public Offering

On January 15, 1999, the Company entered into a letter-of-intent with an
investment banker relating to a proposed initial public offering of shares of
common stock of the Company.

The initial public offering is expected to consist of the sale of 4,000,000
shares of common stock, plus an option for the underwriters to sell an
additional 600,000 shares to cover overallotments. The Company has also
authorized the issuance of 400,000 warrants to purchase common stock to the
underwriters at an exercise price equal to 120% of the initial per share public
offering price. These warrants are exercisable for a period of 4 years beginning
one year from the effective date of the offering. Upon issuance of the warrants,
the Company will record offering costs as an offset to stockholders equity equal
to the fair value of the warrants on the date of grant using the Black-Scholes
option pricing method.

Advertising Contracts

In January 1999, the Company entered a 26-week sponsorship agreement with a
Spanish language television broadcaster. Based on the terms of the agreement,
the Company will receive media spots for approximately $800,000. Prepayments
made under this agreement were capitalized and are being amortized over the
period in which the advertisement is broadcasted. As of March 31, 1999
(unaudited), approximately $677,000 is included in prepaid advertising and
$123,000 was expensed as a result of this agreement.

In February 1999, the Company entered a contract for an 8-week nationwide
advertising campaign with a Spanish language radio broadcaster located in the
United States. The contract calls for an initial payment of $1.6 million and
subsequent monthly payments for broadcasting as incurred. The initial payment
made under this agreement was capitalized and is being amortized over the period
in which the advertisement is broadcasted. As of March 31, 1999 (unaudited),
approximately $400,000 is included in prepaid advertising and $1,200,000 was
expensed as a result of this agreement.

In February 1999, the Company entered into an advertising agreement with an
entity partially owned by a Director of the Company. The agreement provides for
advertising services for a flat fee of $78,000 per month and is cancelable by
either party with 30 days written notice. During the three months ended March
31, 1999 $78,833 was paid under the terms of this agreement. In addition,
approximately $210,000 was paid to the related party in exchange for other
promotional items. All payments made were included in advertising expense during
the three months ended March 31, 1999.

NOTE 7 -- STOCKHOLDERS' EQUITY

Upon incorporation on June 25, 1997, the Company issued 5,680,000 shares of
common stock for $20.00 to the Chief Executive Officer and the other founder of
the Company.

F-13
<PAGE> 55
QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1999 AND 1998 IS UNAUDITED)

Private Placement

During November and December of 1998, the Company issued 1,259,167 shares
of common stock in a private placement for cash at $3.75 per share. The Company
received proceeds of $4,081,289 net of related costs of $640,587. In January
1999, $125,000 of the proceeds were received and are reflected as stock
subscription receivable. Of the related costs, $24,089 and $215,233 were unpaid
as of March 31, 1999 and December 31, 1998, respectively.

During December 1998, the Company received excess proceeds of $337,500 with
respect to these private placements. These amounts were refunded upon the
investors request in January 1999.

Stock Option Plan

In October 1998 and later amended, the Company adopted a Stock Option Plan
(the "Plan") which provides for the granting of options to officers, directors,
and consultants. The plan permits the granting of "incentive stock options"
meeting the requirements of Section 422A of the Internal Revenue Code as well as
"nonqualified" which do not satisfy the requirements of that section. 6,000,000
shares of common stock have been restricted under the plan for the granting of
options. The Plan will be in effect until November 1, 2009, unless extended by
the Company's stockholders. The options are exercisable to purchase stock for a
period of ten years from the date of grant.

Incentive Stock Options granted pursuant to this Plan may not have an
option price that is less than the fair market value of the stock on the date
the option is granted. Incentive stock options granted to significant
stockholder shall have an option price of not less than 110% of the fair market
value of the stock on the date of the grant. Options granted under the plan vest
one third at the end of each of the three years of service following the grant
date. The board of directors of the Company may waive the vesting requirements
at its discretion. All stock options issued under the Plan are exercisable for a
period of 10 years from the date of grant.

Employee Compensatory Stock and Stock Options

Stock-based Compensation. The Company accounts for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board No. 25, Accounting for Stock Issued to Employees; and complies
with the disclosure requirements of SFAS No. 123, Accounting for Stock-Based
Compensation. Under APB No. 25, compensation cost, if any, is recognized over
the respective vesting period based on the difference, on the date of grant,
between the fair value of the Company's common stock and the grant price.

During May of 1998, the Company issued 1,420,000 shares of common stock to
a former officer of the Company and the original stockholders of the Company
transferred 3,566,714 existing shares to several employees and one advisor. The
fair market value of the common stock on the date of these issuances was
determined to be $1.00 based on the issuance of convertible debt in May of 1998
which was convertible into common stock at $1.00 per share. Approximately $5
million in compensation expense is reflected in the December 31, 1998 financial
statements as a result of these transactions.

Throughout 1998, the Company issued "nonqualified" options to purchase
common stock to several employees under the stock option plan. Compensation
expense of approximately $279,000 was recognized based on the difference between
the exercise price and fair value of the stock.

In November 1998, the Company granted 50,000 stock options to purchase
common stock to the Chief Executive Officer. The options are exercisable at
$1.50, vest immediately and have a term of 10

F-14
<PAGE> 56
QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1999 AND 1998 IS UNAUDITED)

years. Approximately $113,000 (based on the intrinsic value of the option) of
compensation expense was recorded during the year ended December 31, 1998 as a
result of this transaction.

In January 1999, the Company granted 500,000 stock options to purchase
common stock to the Chief Executive Officer. The options are exercisable at
$8.00, vest immediately and have a term of 10 years. As the exercise price was
determined to be equal to fair value on the date of grant no compensation
expense was recorded as a result of this transaction.

In April 1999, the Chief Executive Officer was also granted options to
purchase up to 200,000 shares of common stock exercisable at $12.00 per share
that vest over a three year period. As the exercise price was determined to be
equal to fair value on the date of grant no compensation expense was recorded as
a result of this transaction.

In January 1999, the Company granted 35,000 options to employees with an
exercise price of $1.00. These options vest over a period of three years.
Approximately $52,500 of compensation expense was recognized during the three
months ended March 31, 1999 based on the fair market value on the date of grant
and in consideration of vesting period. Additionally, the Company granted a
total of 50,000 options to two directors. The options, 25,000 at an exercise
price of $1.50 and 25,000 at an exercise price of $8.00 all vested immediately.
The Company recognized approximately $426,500 of compensation expense which was
determined to be the fair value of the options or the date of grant utilizing
the Black-Scholes option pricing method with the following assumptions: expected
life of 10 years, no volatility, risk free interest rates of 6% and a 0%
dividend yield. Additionally, 2,163,000 options were granted to employees with
an exercise price of $8. The exercise price of the options were equal to or
greater than the fair value of the common stock on the date of grant. As the
Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standard No. 123, "Accounting for Stock-Based Compensation," no
compensation expense has been recognized related to these options.

Had compensation cost for stock-based compensation been determined based on
the fair value or the grant date consistent with the method of SFAS 123, the
Company's net income and earnings per share would have been reduced to the pro
forma amounts presented below:

<TABLE>
<CAPTION>
CUMULATIVE CUMULATIVE
INCEPTION FROM INCEPTION FROM INCEPTION
THREE MONTHS (JUNE 25, 1997) (JUNE 25, 1997) (JUNE 25, 1997)
ENDED YEAR ENDED TO TO TO
MARCH 31, MARCH 31, DECEMBER 31, DECEMBER 31, MARCH 31, DECEMBER 31,
1999 1998 1998 1997 1999 1998
------------ --------- ------------ --------------- --------------- ---------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Net loss
As reported........ $ (3,683,219) $(13,467) $(6,513,228) $2,903 $(10,199,350) $(6,516,131)
Pro forma.......... $ (7,362,091) $(13,467) $(6,728,228) $2,903 $(14,093,222) $(6,731,131)
Basic and diluted
loss per share
As reported........ $ (.41) $ -- $ (.72) $ -- $ (1.12) $ (.72)
Pro forma.......... $ (.81) $ -- $ (.74) $ -- $ (1.55) $ (.74)
</TABLE>

The fair value of option grants is estimated on the date of grants
utilizing the Black-Scholes option pricing model with the following assumptions
for 1998: expected life of 10 years, no volatility, risk-free interest rates of
6%, and a 0% dividend yield.

F-15
<PAGE> 57
QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1999 AND 1998 IS UNAUDITED)

At March 31, 1999 (unaudited) and December 31, 1998, 2,463,000 and 215,000
of common stock options were outstanding, respectively. All of these potential
common shares were excluded from the computation of diluted earnings per share
because their inclusion would be antidilutive.

Summarized information relating to stock options is as follows:

<TABLE>
<CAPTION>
WEIGHTED
COMMON AVERAGE
STOCK EXERCISE
OPTIONS PRICE
--------- --------
<S> <C> <C>
Outstanding, December 31, 1997.............................. -- --
Issued...................................................... 215,000 2.45
--------- -----
Outstanding, December 31, 1998.............................. 215,000 2.45
Issued...................................................... 1,248,000 7.82
--------- -----
Outstanding, March 31, 1999 (unaudited)..................... 1,463,000 7.35
========= =====
Exercisable, December 31, 1998.............................. 120,000 1.89
========= =====
Exercisable, March 31, 1999................................. 1,226,500 7.91
========= =====
</TABLE>

The weighted average exercise prices for the options outstanding at March
31, 1999 (unaudited) are as follows:

<TABLE>
<CAPTION>
WEIGHTED
COMMON AVERAGE
STOCK EXERCISE
OPTIONS PRICE
--------- --------
<S> <C> <C>
175,000 $1.22
100,000 3.75
1,188,000 8.00
---------
Outstanding March 31, 1999.................................. 1,463,000
=========
</TABLE>

<TABLE>
<CAPTION>
WEIGHTED
COMMON AVERAGE
STOCK EXERCISE
OPTIONS PRICE
--------- --------
<S> <C> <C>
125,000 $1.40
25,000 $3.75
1,056,300 $8.00
---------
Exercisable at March 31, 1999............................... 1,226,500
=========
</TABLE>

F-16
<PAGE> 58
QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1999 AND 1998 IS UNAUDITED)

The weighted average contractual life is ten years. The weighted average
grant date fair value for all options granted during the year ended December 31,
1998 and the three months ended March 31, 1999 are as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
NUMBER OF GRANT DATE
OPTIONS FAIR VALUE
--------- ----------
<S> <C> <C>
Granted during year ended December 31, 1998 at
Less than fair value...................................... 115,000 $3.04
Equal to fair value....................................... 100,000 1.67
Greater than fair value................................... --
---------
215,000
=========

Granted during 3 months ended March 31, 1999 at
Less than fair value...................................... 85,000 $9.22
Equal to fair value....................................... 1,163,000 3.57
Greater than fair value................................... --
---------
1,248,000
=========
</TABLE>

NOTE 8 SUBSEQUENT EVENTS (UNAUDITED)

In April 1999, the Company's Sponsorship Agreement with the Spanish
language television broadcaster (note 6) was expanded under a separate
agreement. Under the terms of the expanded agreement, the Company issued 600,000
shares of common stock and 1,000,000 warrants to purchase common stock. The
warrants are exercisable for a period of 2 years at 120% of the public offering
price per share. In exchange for the common stock issued, the Company received a
$5 million advertising credit to be utilized ratably over 5 years. Additionally,
the Company agreed to purchase an additional $1 million of advertising to be
broadcast over 26 weeks commencing August, 1999. As a result of the common stock
issued approximately $2,200,000 of expense will be recognized during the year
ended December 31, 1999 for stock based compensation determined by the
difference between the fair value of the stock on the date of issuance, or $11
and the fair value of the advertising received. The warrants have no significant
value as determined using the Black Scholes option pricing model. The following
assumptions were used in the option pricing model: stock price of $11, exercise
price of $13.20, option term of two years, risk free interest rate of 6%, no
volatility and a dividend yield of 0%. The fair value of the shares issued was
based on the fair market value of the stock on the date of issuance or $11. The
agreement may be cancelled by either party if the proposed initial public
offering is not successful.

In April 1999, the Company issued 50,000 shares of its Common Stock to an
entity partially owned by a director of the Company for advertising and
marketing services valued at $550,000. The fair value of the shares issued was
based on the fair market value of the stock on the date of issuance or $11 which
approximates the value of the advertising and marketing services received. The
expense for advertising and marketing services will be recognized as the
services are performed and should be complete by December 31, 1999.

In April 1999, the Company entered into a sponsorship agreement with the
Arizona Diamondbacks. A director of the Company serves as the Arizona
Diamondbacks' Chief Executive Officer and General

F-17
<PAGE> 59
QUEPASA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1999 AND 1998 IS UNAUDITED)

Manager who subsequently became a Director of the Company. Under this agreement,
the Company will receive English and Spanish television and radio broadcast
time, ballpark signage, and Internet and print promotions for a sponsorship fee
of $1.5 million, $500,000 of which was paid in April 1999 with the remaining $1
million payable over the 1999 baseball season. The $1.5 million sponsorship fee
will be recognized as expense ratably over the 1999 baseball season.

In April 1999, the Company entered into an agreement with the Miami Herald,
providing for Spanish language news features on the Company's web site and other
promotional item. The agreement requires approximately $720,000 to be paid over
the remainder of 1999. The $720,000 will be recognized as expense over the term
of the agreement.

In April 1999, the Company's President received options to purchase 350,000
shares of common stock. The options are exercisable at $10.00 per share, vest
immediately and have a term of 10 years. In addition, the Company's Chief
Executive Officer transferred 50,000 shares to the new president and the Company
issued 50,000 shares to an entity owned by the president. As a result of these
transactions, the Company will record an approximate $1,500,000 charge to
earnings in April 1999 for stock based compensation. The fair value of the
shares issued was based on the fair market value of the stock on the date of
issuance of $11. The charge to earnings as a result of the options issued was
based on the intrinsic value as determined by APB 25.

As a result of the above transactions, the issuance of 200,000 options to
the Chief Executive Officer in April 1999, and various other subsequent events,
a total of 3,248,000 options and warrants are outstanding as of April 27, 1999
with the weighted average exercise price (assuming an $11.00 IPO price) of
$9.71.

F-18
<PAGE> 60

[INSIDE BACK COVER PAGE -- SCREEN SHOT OF MAP REFLECTING
TOTAL U.S. HISPANIC POPULATION BREAKDOWN]
<PAGE> 61

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[QUEPASA.COM LOGO]

UNTIL , 1999 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT BUY, SELL OR TRADE THESE SHARES OF COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 62

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION(1)

<TABLE>
<S> <C>
SEC Registration Statement.................................. $ 17,983
NASD Filing Fee............................................. $ 6,596
Blue Sky Filing Fees........................................ $ 2,500
Blue Sky Legal Fees......................................... $ 5,000
Printing Expenses........................................... $ 150,600
Legal Fees and Expenses..................................... $ 375,000
Accounting Fees............................................. $ 125,000
Transfer Agent Fees......................................... $ 5,000
Nasdaq Application Fee...................................... $ 25,000
Miscellaneous Expenses...................................... $ 287,921
----------
Total............................................. $1,000,000
==========
</TABLE>

- ---------------

(1) All expenses, except the SEC registration fee and NASD filing fee, are
estimated.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article twelfth of the Registrant's amended articles of incorporation
provides as follows:

"The liability of the directors of the Corporation for monetary
damages for breach of fiduciary duty is eliminated to the fullest extent
provided by Nevada law.

Directors and officers of the Corporation shall be indemnified by the
Corporation against any liability to the fullest extent provided by Nevada
law."

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During the last three years, the Registrant sold the following securities
which were not registered under the Securities Act, as amended.

<TABLE>
<CAPTION>
NAME DATE NUMBER OF SHARES PRICE PER SHARE
- ---- ------ ---------------- ---------------
<S> <C> <C> <C>
Jeffrey Peterson...................................... Jun-97 2,840,000 $.0000035
Jennifer Ferlaino..................................... Jun-97 2,840,000 $.0000035
Michael Silberman..................................... May-98 1,420,000 $ 0.0001
Enver Zaky(1)......................................... Nov-98 50,000 $ 1.00
Mitchell Pierce(2).................................... Nov-98 333,333 $ 1.56
Tim Pring(2).......................................... Nov-98 333,333 $ 1.56
Louis Grubb........................................... Nov-98 66,667 $ 3.75
Daniel Louis Grubb.................................... Nov-98 66,667 $ 3.75
Bradley T. Pring...................................... Nov-98 106,667 $ 3.75
Marshall Chesrown..................................... Nov-98 100,000 $ 3.75
John Pring............................................ Nov-98 26,667 $ 3.75
John Elway............................................ Nov-98 133,333 $ 3.75
Felix Sabates......................................... Nov-98 66,666 $ 3.75
Mayer Shirazipour..................................... Nov-98 100,000 $ 3.75
Mitchell Pierce....................................... Dec-98 103,333 $ 3.75
Al Monjazeb........................................... Dec-98 30,000 $ 3.75
Anthony Bily.......................................... Dec-98 53,333 $ 3.75
Laurence R. Davis..................................... Dec-98 20,000 $ 3.75
D.A. Huschke.......................................... Dec-98 26,667 $ 3.75
</TABLE>

II-1
<PAGE> 63

<TABLE>
<CAPTION>
NAME DATE NUMBER OF SHARES PRICE PER SHARE
- ---- ------ ---------------- ---------------
<S> <C> <C> <C>
Fredrick Kaefer....................................... Dec-98 27,000 $ 3.75
Michael Maynard....................................... Dec-98 40,000 $ 3.75
John McGrath.......................................... Dec-98 20,000 $ 3.75
James Peterson........................................ Dec-98 20,000 $ 3.75
Peter A. Pfer......................................... Dec-99 27,000 $ 3.75
Lyle Reigel........................................... Dec-98 52,700 $ 3.75
Chester Sawko......................................... Dec-98 20,000 $ 3.75
Rick Scheer........................................... Dec-98 31,800 $ 3.75
Joe Seiwert III....................................... Dec-98 20,000 $ 3.75
David Solana.......................................... Dec-98 26,667 $ 3.75
Miartin Sousa......................................... Dec-98 20,000 $ 3.75
Keith Stone........................................... Dec-98 27,000 $ 3.75
Donald Strate......................................... Dec-98 27,000 $ 3.75
---------
Total....................................... 9,075,833
</TABLE>

- ---------------

(1) Conversion of a promissory note issued by the Registrant in May 1998.

(2) Conversion of a promissory note issued by the Registrant in July 1998.

In April 1999 the Registrant issued (a) 600,000 shares of its common stock
and warrants to purchase 1,000,000 additional shares to Telemundo Network Group
LLC in exchange for, among other things, $5 million of prepaid advertising
credit on the Telemundo Network, (b) 50,000 shares of its common stock to
Garcia/LKS in exchange for $500,000 of prepaid marketing and advertising
services and (c) 50,000 shares of its common stock to Southwest Harvard Group, a
company owned by Gary L. Trujillo who became the Registrant's President later in
April, pursuant to a consulting agreement.

With respect to the sales made, the Registrant relied on Section 4(2) and
Regulation D Rule 506 of the Securities Act of 1933, as amended (the "Securities
Act"). No advertising or general solicitation was employed in offering the
securities. The securities were offered to a limited number of persons all of
whom were business associates of the Registrant or its executive officers and
directors, and the transfer thereof was appropriately restricted by the
Registrant. All persons were accredited investors as that term is defined in
Rule 501 of Regulation D under the Securities Act and were capable of analyzing
the merits and risks of their investment and who acknowledged in writing that
they were acquiring the securities for investment and not with a view toward
distribution or resale and understood the speculative nature of their
investment.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

II-2
<PAGE> 64

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
----------- -----
<C> <S>
10.05 -- Employment Agreement with Mr. Peterson, as amended(1)
10.06 -- Employment Agreement with Mr. Silberman, as amended(1)
10.07 -- Employment Agreement with Mr. Galan(1)
10.08 -- Employment Agreement with Mr. Ross(1)
10.09 -- Employment Agreement with Mr. Offenbecher(1)
10.10 -- Employment Agreement with Mr. Roldan(1)
10.11 -- Employment Agreement with Mr. Garcia (Luis)(1)
10.12 -- Agreement with WeatherLabs, Inc.(1)
10.13 -- Agreement with Heftel Broadcasting Company(1)
10.14 -- Agreement with GTE Internetworking, Inc.(1)
10.15 -- Agreement with Exodus Communications, Inc.(1)
10.16 -- Agreement with Telemundo Network Group LLC(1)
10.17 -- Agreement with 24/7 Media, Inc.(1)
10.18 -- Employment Agreement with Mr. Hubert, as amended(1)
10.19 -- Office Lease (Nevada)(1)
10.20 -- 1998 Stock Option Plan, as amended and forms of Option
Agreements(1)
10.21 -- Monolith Promissory Notes(1)
10.22 -- Agreement with Garcia/LKS(1)
10.23 -- Employment Agreement with Mr. Taylor(1)
10.24 -- Form of Voting Trust Agreement(1)
10.25 -- Jeffrey S. Peterson Loan Agreement(1)
10.26 -- Agreement with Telemundo Network Group LLC(1)
10.27 -- Telemundo Warrant(1)
10.28 -- Agreement with Arizona Diamondbacks(1)
10.29 -- Agreement with Miami Herald Online(1)
10.30 -- Amended and Restated Employment Agreement with Mr.
Peterson(1)
10.31 -- Agreement with Fox Sports World Espanol Agreement(1)
10.32 -- Amendment of Employment Agreement with Mr. Galan(1)
10.33 -- Amended and Restated 1998 Stock Option Plan(1)
10.34 -- Employment Agreement with Mr. Trujillo(1)
10.35 -- Employment Agreement with Mr. Trujillo(1)
10.36 -- Consulting Agreement with Mr. Trujillo(1)
10.37 -- Amended Employment Agreement with Mr. Taylor(1)
16.01 -- Letter from BDO Seidman, LLP(1)
23.05 -- Consent of Kummer, Kaempfer, Bonner & Renshaw (Included
in Exhibits 5.01 and 5.02 above)(1)
23.06 -- Consent of Ehrhardt Keefe Steiner & Hottman, PC(1)
23.07 -- Consent of Ehrhardt Keefe Steiner & Hottman, PC(1)
23.08 -- Consent of Ehrhardt Keefe Steiner & Hottman, PC(1)
23.09 -- Consent of Ehrhardt Keefe Steiner & Hottman, PC
</TABLE>

- ---------------

(1) Previously filed.

II-3
<PAGE> 65

ITEM 17. UNDERTAKINGS.

The Registrant hereby undertakes:

(a) That insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(b) That subject to the terms and conditions of Section 13(a) of the
Securities Exchange Act of 1934, it will file with the Securities and
Exchange Commission such supplementary and periodic information, documents
and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority
conferred in that section.

(c) That any post-effective amendment filed will comply with the
applicable forms, rules and regulations of the Commission in effect at the
time such post-effective amendment is filed.

(d) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

(e) That:

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(f) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(g) To provide to the underwriter at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the underwriter to permit prompt delivery to each
purchaser.

II-4
<PAGE> 66

SIGNATURES

Pursuant to the requirements of the Securities Act, as amended, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Phoenix,
state of Arizona, on May 18, 1999.

quepasa.com, inc.

By: /s/ JEFFREY S. PETERSON
----------------------------------
Jeffrey S. Peterson
Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Jeffrey S.
Peterson and Michael A. Hubert, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
conforming all that said attorneys-in-fact and agents, or any of them or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act, as amended, this
registration statement has been signed below by the following persons on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JEFFREY S. PETERSON Chief Executive Officer and May 18, 1999
- ----------------------------------------------------- Chairman of the board of
Jeffrey S. Peterson directors

* President and Director May 18, 1999
- -----------------------------------------------------
Gary L. Trujillo

* Chief Operating Officer and May 18, 1999
- ----------------------------------------------------- Director
Michael A. Hubert

* Chief Financial Officer May 18, 1999
- ----------------------------------------------------- (Principal Accounting Officer)
Juan C. Galan

* Director May 18, 1999
- -----------------------------------------------------
Lionel Sosa
</TABLE>

II-5
<PAGE> 67

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Director May 18, 1999
- -----------------------------------------------------
Gregory J. Kolanek

* Director May 18, 1999
- -----------------------------------------------------
Jerry J. Colangelo

* Director May 18, 1999
- -----------------------------------------------------
Alan J. Sokol

* Director May 18, 1999
- -----------------------------------------------------
Edwin C. Lynch

Director
- -----------------------------------------------------
Jose Maria Figueres

*/s/ JEFFREY S. PETERSON attorney-in-fact
- -----------------------------------------------------
Jeffrey S. Peterson
</TABLE>

II-6
<PAGE> 68

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
----------- -----
<C> <S>
1.01 -- Form of Underwriting Agreement(1)
1.02 -- Form of Representative's Warrant(1)
3.01 -- Articles of Incorporation of the Registrant, as
amended(1)
3.02 -- Bylaws of the Registrant(1)
3.03 -- Amended and Restated Bylaws of the Registrant(1)
3.04 -- Amended and Restated Bylaws of the Registrant
5.01 -- Opinion of Kummer Kaempfer Bonner & Renshaw, regarding
legality of the common stock (includes consent)(1)
5.02 -- Opinion of Kummer Kaempfer Bonner & Renshaw, regarding
legality of the common stock and warrants (includes
consent)(1)
10.01 -- Agreement with Inktomi Corporation(1)
10.02 -- Agreement with UPI(1)
10.03 -- Agreement with Reuters NewMedia, Inc., as amended(1)
10.04 -- Office Lease (Arizona)(1)
10.05 -- Employment Agreement with Mr. Peterson, as amended(1)
10.06 -- Employment Agreement with Mr. Silberman, as amended(1)
10.07 -- Employment Agreement with Mr. Galan(1)
10.08 -- Employment Agreement with Mr. Ross(1)
10.09 -- Employment Agreement with Mr. Offenbecher(1)
10.10 -- Employment Agreement with Mr. Roldan(1)
10.11 -- Employment Agreement with Mr. Garcia (Luis)(1)
10.12 -- Agreement with WeatherLabs, Inc.(1)
10.13 -- Agreement with Heftel Broadcasting Company(1)
10.14 -- Agreement with GTE Internetworking, Inc.(1)
10.15 -- Agreement with Exodus Communications, Inc.(1)
10.16 -- Agreement with Telemundo Network Group LLC(1)
10.17 -- Agreement with 24/7 Media, Inc.(1)
10.18 -- Employment Agreement with Mr. Hubert, as amended(1)
10.19 -- Office Lease (Nevada)(1)
10.20 -- 1998 Stock Option Plan, as amended and forms of Option
Agreements(1)
10.21 -- Monolith Promissory Notes(1)
10.22 -- Agreement with Garcia/LKS(1)
10.23 -- Employment Agreement with Mr. Taylor(1)
10.24 -- Form of Voting Trust Agreement(1)
10.25 -- Jeffrey S. Peterson Loan Agreement(1)
10.26 -- Agreement with Telemundo Network Group LLC(1)
10.27 -- Telemundo Warrant(1)
10.28 -- Agreement with Arizona Diamondbacks(1)
10.29 -- Agreement with Miami Herald Online(1)
10.30 -- Amended and Restated Employment Agreement with Mr.
Peterson(1)
</TABLE>

<PAGE> 69

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
----------- -----
<C> <S>
10.31 -- Agreement with Fox Sports World Espanol Agreement(1)
10.32 -- Amendment of Employment Agreement with Mr. Galan(1)
10.33 -- Amended and Restated 1998 Stock Option Plan(1)
10.34 -- Employment Agreement with Mr. Trujillo(1)
10.35 -- Employment Agreement with Mr. Trujillo(1)
10.36 -- Consulting Agreement with Mr. Trujillo(1)
10.37 -- Amended Employment Agreement with Mr. Taylor(1)
16.01 -- Letter from BDO Seidman, LLP(1)
23.05 -- Consent of Kummer, Kaempfer, Bonner & Renshaw (Included
in Exhibits 5.01 and 5.02 above)(1)
23.06 -- Consent of Ehrhardt Keefe Steiner & Hottman, PC(1)
23.07 -- Consent of Ehrhardt Keefe Steiner & Hottman, PC(1)
23.08 -- Consent of Ehrhardt Keefe Steiner & Hottman, PC(1)
23.09 -- Consent of Ehrhardt Keefe Steiner & Hottman, PC
</TABLE>

- ---------------

(1) Previously filed.

<PAGE> 1

EXHIBIT 3.04

AMENDED AND RESTATED BYLAWS

QUEPASA.COM, INC.
A NEVADA CORPORATION

<PAGE> 2

AMENDED AND RESTATED BYLAWS
Table of Contents

ARTICLE PAGE
I. Offices....................................................... 1
II. Shareholders.................................................. 1
III. Board of Directors............................................ 8
IV. Officers and Agents........................................... 12
V. Stock......................................................... 15
VI. Indemnification of Certain Persons............................ 17
VII. Provision of Insurance........................................ 20
VIII. Miscellaneous................................................. 20

Effective: May 12, 1999

<PAGE> 3

AMENDED AND RESTATED BYLAWS
OF
QUEPASA.COM, INC.

ARTICLE I
OFFICES

The principal office of the corporation shall be designated from time
to time by the corporation and may be within or outside of Nevada.

The corporation may have such other offices, either within or outside
Nevada, as the board of directors may designate or as the business of the
corporation may require from time to time.

The registered office of the corporation required by the General
Corporation Law of Nevada to be maintained in Nevada may be, but need not be,
identical with the principal office, and the address of the registered office
may be changed from time to time by the board of directors.

ARTICLE II
SHAREHOLDERS

Section 1. ANNUAL MEETING. The annual meeting of the shareholders shall
be held on a date and at a time fixed by the board of directors of the
corporation (or by the president in the absence of action by the board of
directors), beginning with the year 1999, for the purpose of electing directors
and for the transaction of such other business as may come before the meeting.
If the election of directors is not held on the day fixed as provided herein for
any annual meeting of the shareholders, or any adjournment thereof, the board of
directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as it may conveniently be held.

A shareholder may apply to the district court in the county in Nevada
where the corporation's principal office is located or, if the corporation has
no principal office in Nevada, to the district court of the county in which the
corporation's registered office is located to seek an order that a shareholder
meeting be held (i) if an annual meeting was not held within six months after
the close of the corporation's most recently ended fiscal year or fifteen months
after its last annual meeting, whichever is earlier, or (ii) if the shareholder
participated in a proper call of or proper demand for a special meeting and
notice of the special meeting was not given within thirty days after the date of
the call or the date the last of the demands necessary to require calling of the
meeting was received by the corporation pursuant to the General Corporation Law
of Nevada, or the special meeting was not held in accordance with the notice.

Section 2. SPECIAL MEETINGS. Unless otherwise prescribed by statute,
special meetings of the shareholders may be called for any purpose by the chief
executive officer or by the board of directors. The chief executive officer
shall call a special meeting of the shareholders if the corporation receives one
or more written demands for the meeting, stating the purpose or purposes for
which it is to be held,

<PAGE> 4

signed and dated by holders of shares representing at least ten percent of all
the votes entitled to be cast on any issue proposed to be considered at the
meeting.

Section 3. PLACE OF MEETING. The board of directors may designate any
place, either within or outside Nevada, as the place for any annual meeting or
any special meeting called by the board of directors. A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate any place,
either within or outside Nevada, as the place for such meeting. If no
designation is made, or if a special meeting is called other than by the board
of directors, the place of meeting shall be the principal office of the
corporation.

Section 4. NOTICE OF MEETING. Written notice stating the place, date,
and hour of the meeting shall be given not less than ten nor more than sixty
days before the date of the meeting, except if any other longer period is
required by the General Corporation Law of Nevada. The secretary shall be
required to give such notice only to shareholders entitled to vote at the
meeting except as otherwise required by the General Corporation Law of Nevada.

Notice of a special meeting shall include a description of the purpose
or purposes of the meeting. Notice of an annual meeting need not include a
description of the purpose or purposes of the meeting except the purpose or
purposes shall be stated with respect to (i) an amendment to the articles of
incorporation of the corporation, (ii) a merger or share exchange in which the
corporation is a party and, with respect to a share exchange, in which the
corporation's shares will be acquired, (iii) a sale, lease, exchange or other
disposition, other than in the usual and regular course of business, of all or
substantially all of the property of the corporation or of another entity which
this corporation controls, in each case with or without the goodwill, (iv) a
dissolution of the corporation, (v) restatement of the articles of
incorporation, or (vi) any other purpose for which a statement of purpose is
required by the General Corporation Law of Nevada. Notice shall be given
personally or by mail, private carrier, electronically transmitted facsimile or
other form of wire or wireless communication by or at the direction of the chief
executive officer, the secretary, or the persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed and if in a
comprehensible form, such notice shall be deemed to be given and effective when
deposited in the United States mail, properly addressed to the shareholder at
his address as it appears in the corporation's current record of shareholders,
with first class postage prepaid. If notice is given other than by mail, and
provided that such notice is in a comprehensible form, the notice is given and
to be effective when sent.

If requested by the person or persons lawfully calling such meeting,
the secretary shall give notice thereof at corporate expense. No notice need be
sent to any shareholder if three successive notices mailed to the last known
address of such shareholder have been returned as undeliverable until such time
as another address for such shareholder is made known to the corporation by such
shareholder. In order to be entitled to receive notice of any meeting, a
shareholder shall advise

2
<PAGE> 5

the corporation in writing of any change in such shareholder's mailing address
as shown on the corporation's books and records.

When a meeting is adjourned to another date, time or place, notice need
not be given of the new date, time or place if the new date, time or place of
such meeting is announced before adjournment at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact any
business which may have been transacted at the original meeting. If the
adjournment is for more than 120 days, or if a new record date is fixed for the
adjourned meeting, a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting as of the new record date.

A shareholder may waive notice of a meeting before or after the time
and date of the meeting by a writing signed by such shareholder. Such waiver
shall be delivered to the corporation for filing with the corporate records, but
this delivery and filing shall not be a condition to the effectiveness of the
waiver. Further, by attending a meeting either in person or by proxy, a
shareholder waives objection to lack of notice or defective notice of the
meeting unless the shareholder objects at the beginning of the meeting to the
holding of the meeting or the transaction of business at the meeting because of
lack of notice or defective notice. By attending the meeting, the shareholder
also waives any objection to consideration at the meeting of a particular matter
not within the purpose or purposes described in the meeting notice unless the
shareholder objects to considering the matter when it is presented.

Section 5. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to (i) notice of or vote at any meeting of shareholders or
any adjournment thereof, (ii) receive distributions or share dividends, (iii)
demand a special meeting, or (iv) make a determination of shareholders for any
other proper purpose, the board of directors may fix a future date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days, and, in case of a meeting of shareholders, not less than
ten days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If no record date is fixed by the
board of directors, the record date shall be the day before the notice of the
meeting is given to shareholders, or the date on which the resolution of the
board of directors providing for a distribution is adopted, as the case may be.
When a determination of shareholders entitled to vote at any meeting of
shareholders is made as provided in this section, such determination shall apply
to any adjournment thereof unless the board of directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than 120 days
after the date fixed for the original meeting. Unless otherwise specified when
the record date is fixed, the time of day for such determination shall be as of
the corporation's close of business on the record date.

Notwithstanding the above, the record date for determining the
shareholders entitled to take action without a meeting or entitled to be given
notice of action so taken shall be the date a writing upon which the action is
taken is first received by the corporation. The record date for

3
<PAGE> 6

determining shareholders entitled to demand a special meeting shall be the date
of the earliest of any of the demands pursuant to which the meeting is called.

Section 6. VOTING LISTS. After a record date is fixed for a
shareholders' meeting, the secretary shall make, at the earlier of ten days
before such meeting or two business days after notice of the meeting has been
given, a complete list of the shareholders entitled to be given notice of such
meeting or any adjournment thereof. The list shall be arranged by voting groups
and within each voting group by class or series of shares, shall be in
alphabetical order within each class or series, and shall show the address of
and the number of shares of each class or series held by each shareholder. For
the period beginning the earlier of ten days prior to the meeting or two
business days after notice of the meeting is given and continuing through the
meeting and any adjournment thereof, this list shall be kept on file at the
principal office of the corporation, or at a place (which shall be identified in
the notice) in the city where the meeting will be held. Such list shall be
available for inspection on written demand by any shareholder (including for the
purpose of this Section 6 any holder of voting trust certificates) or his agent
or attorney during regular business hours and during the period available for
inspection. The original stock transfer books shall be prima facie evidence as
to which the shareholders shall be entitled to examine such list or transfer
books or to vote at any meeting of shareholders.

Any shareholder, his agent or attorney may copy the list during regular
business hours and during the period it is available for inspection, provided
(i) the shareholder has been a shareholder for at least three months immediately
preceding the demand or holds at least five percent of all outstanding shares of
any class of shares as of the date of the demand, (ii) the demand is made in
good faith and for a purpose reasonably related to the demanding shareholder's
interest as a shareholder, (iii) the shareholder describes with reasonable
particularity the purpose and the records the shareholder desires to inspect,
(iv) the records are directly connected with the described purpose, and (v) the
shareholder pays a reasonable charge covering the costs of labor and material
for such copies, not to exceed the estimated cost of production and
reproduction.

Section 7. RECOGNITION PROCEDURE FOR BENEFICIAL OWNERS. The board of
directors may adopt by resolution a procedure whereby a shareholder of the
corporation may certify in writing to the corporation that all or a portion of
the shares registered in the name of such shareholder are held for the account
of a specified person or persons. The resolution may set forth (i) the types of
nominees to which it applies, (ii) the rights or privileges that the corporation
will recognize in a beneficial owner, which may include rights and privileges
other than voting, (iii) the form of certification and the information to be
contained therein, (iv) if the certification is with respect to a record date,
the time within which the certification must be received by the corporation, (v)
the period for which the nominee's use of the procedure is effective, and (vi)
such other provisions with respect to the procedure as the board deems necessary
or desirable. Upon receipt by the corporation of a certificate complying with
the procedure established by the board of directors, the persons specified in
the certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the registered holders of the number of shares specified in
place of the shareholder making the certification.

4
<PAGE> 7

Section 8. QUORUM AND MANNER OF ACTING. A majority of the votes
entitled to be cast on a matter by a voting group represented in person or by
proxy shall constitute a quorum of that voting group for action on the matter.
If less than a majority of such votes are represented at a meeting, a majority
of the votes so represented may adjourn the meeting from time to time without
further notice, for a period not to exceed 120 days for any one adjournment. If
a quorum is present at such adjourned meeting, any business may be transacted
which might have been transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, unless the meeting is adjourned and a
new record date is set for the adjourned meeting.

If a quorum exists, action on a matter other than the election of
directors by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group opposing
the action, unless the vote of a greater number or voting by classes is required
by law or the articles of incorporation.

Section 9. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy by signing an appointment form or similar writing, either
personally or by his duly authorized attorney-in-fact. A shareholder may also
appoint a proxy by transmitting or authorizing the transmission of a facsimile
or other electronic transmission providing a written statement of the
appointment to the proxy, a proxy solicitor, proxy support service organization,
or other person duly authorized by the proxy to receive appointments as agent
for the proxy, or to the corporation. The transmitted appointment shall set
forth or be transmitted with written evidence from which it can be determined
that the shareholder transmitted or authorized the transmission of the
appointment. The proxy appointment form or similar writing shall be filed with
the secretary of the corporation before or at the time of the meeting. The
appointment of a proxy is effective when received by the corporation and is
valid for eleven months unless a different period is expressly provided in the
appointment form or similar writing.

Any complete copy, including an electronically transmitted facsimile,
of an appointment of a proxy may be substituted for or used in lieu of the
original appointment for any purpose for which the original appointment could be
used.

Revocation of a proxy does not affect the right of the corporation to
accept the proxy's authority unless (i) the corporation had notice that the
appointment was coupled with an interest and notice that such interest is
extinguished is received by the secretary or other officer or agent authorized
to tabulate votes before the proxy exercises his authority under the
appointment, or (ii) other notice of the revocation of the appointment is
received by the secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment. Other notice of
revocation may, in the discretion of the corporation, be deemed to include the
appearance at a shareholders' meeting of the shareholder who granted the proxy
and his voting in person on any matter subject to a vote at such meeting.

5
<PAGE> 8

The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.

The corporation shall not be required to recognize an appointment made
irrevocable if it has received a writing revoking the appointment signed by the
shareholder (including a shareholder who is a successor to the shareholder who
granted the proxy) either personally or by his attorney-in-fact, notwithstanding
that the revocation may be a breach of an obligation of the shareholder to
another person not to revoke the appointment.

Subject to Section 11 and any express limitation on the proxy's
authority appearing on the appointment form, the corporation is entitled to
accept the proxy's vote or other action as that of the shareholder making the
appointment.

Section 10. VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to one vote, except in the election of directors, and
each fractional share shall be entitled to a corresponding fractional vote on
each matter submitted to a vote at a meeting of shareholders, except to the
extent that the voting rights of the shares of any class or classes are limited
or denied by the articles of incorporation as permitted by the General
Corporation Law of Nevada. Cumulative voting shall not be permitted in the
election of directors or for any other purpose. Each record holder of stock
shall be entitled to vote in the election of directors and shall have as many
votes for each of the shares owned by him as there are directors to be elected
and for whose election he has the right to vote.

At each election of directors, that number of candidates equaling the
number of directors to be elected, having the highest number of votes cast in
favor of their election, shall be elected to the board of directors.

Except as otherwise ordered by a court of competent jurisdiction upon a
finding that the purpose of this Section would not be violated in the
circumstances presented to the court, the shares of the corporation are not
entitled to be voted if they are owned, directly or indirectly, by a second
corporation, domestic or foreign, and the first corporation owns, directly or
indirectly, a majority of the shares entitled to vote for directors of the
second corporation except to the extent the second corporation holds the shares
in a fiduciary capacity.

Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares.

Section 11. CORPORATION'S ACCEPTANCE OF VOTES. If the name signed on
a vote, consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a

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shareholder, the corporation, if acting in good faith, is entitled to accept the
vote, consent, waiver, proxy appointment or proxy appointment revocation and
give it effect as the act of the shareholder. If the name signed on a vote,
consent, waiver, proxy appointment or proxy appointment revocation does not
correspond to the name of a shareholder, the corporation, if acting in good
faith, is nevertheless entitled to accept the vote, consent, waiver, proxy
appointment or proxy appointment revocation and to give it effect as the act of
the shareholder if:

(i) the shareholder is an entity and the name signed purports to
be that of an officer or agent of the entity;

(ii) the name signed purports to be that of an administrator,
executor, guardian or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status
acceptable to the corporation has been presented with respect
to the vote, consent, waiver, proxy appointment or proxy
appointment revocation;

(iii) the name signed purports to be that of a receiver or trustee
in bankruptcy of the shareholder and, if the corporation
requests, evidence of this status acceptable to the
corporation has been presented with respect to the vote,
consent, waiver, proxy appointment or proxy appointment
revocation;

(iv) the name signed purports to be that of a pledgee, beneficial
owner or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation
of the signatory's authority to sign for the shareholder has
been presented with respect to the vote, consent, waiver,
proxy appointment or proxy appointment revocation;

(v) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at
least one of the co-tenants or fiduciaries, and the person
signing appears to be acting on behalf of all the co-tenants
or fiduciaries; or

(vi) the acceptance of the vote, consent, waiver, proxy appointment
or proxy appointment revocation is otherwise proper under
rules established by the corporation that are not inconsistent
with this Section 11.

The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.

Neither the corporation nor its officers nor any agent who accepts or
rejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in

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<PAGE> 10

accordance with the standards of this Section is liable in damages for the
consequences of the acceptance or rejection.

Section 12. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a written consent (or counterparts thereof) that sets forth the
action so taken is signed by shareholders holding at least that proportion of
the voting power necessary to approve such action and received by the
corporation. Such consent shall have the same force and effect as a vote of the
shareholders and may be stated as such in any document. Action taken under this
Section 12 is effective as of the date the last writing necessary to effect the
action is received by the corporation, unless all of the writings specify a
different effective date, in which case such specified date shall be the
effective date for such action. The record date for determining shareholders
entitled to take action without a meeting is the date the corporation first
receives a writing upon which the action is taken.

Any shareholder who has signed a writing describing and consenting to
action taken pursuant to this Section 12 may revoke such consent by a writing
signed by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if such writing is received by
the corporation before the effectiveness of the action.

Section 13. MEETINGS BY TELECOMMUNICATION. Any or all of the
shareholders may participate in an annual or special shareholders' meeting by,
or the meeting may be conducted through the use of, any means of communication
by which all persons participating in the meeting may hear each other during the
meeting. A shareholder participating in a meeting by this means is deemed to be
present in person at the meeting.

ARTICLE III
BOARD OF DIRECTORS

Section 1. GENERAL POWERS. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation shall
be managed under the direction of, its board of directors, except as otherwise
provided in the General Corporation Law of Nevada or the articles of
incorporation.

Section 2. NUMBER, QUALIFICATIONS AND TENURE. The number of directors
of the corporation may be fixed from time to time by the board of directors,
within a range of no less than one or more than fifteen, but no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director. A director shall be a natural person who is eighteen years
of age or older. A director need not be a resident of Nevada or a shareholder of
the corporation.

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Directors shall be elected at each annual meeting of shareholders. Each
director shall hold office until the next annual meeting of shareholders
following his election and thereafter until his successor shall have been
elected and qualified. Directors shall be removed in the manner provided by the
General Corporation Law of Nevada. Any director may be removed by the
shareholders of the voting group that elected the director, with cause, at a
meeting called for that purpose. The notice of the meeting shall state that the
purpose or one of the purposes of the meeting is removal of the director. A
director may be removed only if the number of votes cast in favor of removal
exceeds the number of votes cast against removal.

Section 3. VACANCIES. Any director may resign at any time by giving
written notice to the secretary. Such resignation shall take effect at the time
the notice is received by the secretary unless the notice specifies a later
effective date. Unless otherwise specified in the notice of resignation, the
corporation's acceptance of such resignation shall not be necessary to make it
effective. Any vacancy on the board of directors may be filled by the
affirmative vote of a majority of the shareholders at a special meeting called
for that purpose or by the board of directors. If the directors remaining in
office constitute fewer than a quorum of the board, the directors may fill the
vacancy by the affirmative vote of a majority of all the directors remaining in
office. If elected by the directors, the director shall hold office until the
next annual shareholders' meeting at which directors are elected. If elected by
the shareholders, the director shall hold office for the unexpired term of his
predecessor in office; except that, if the director's predecessor was elected by
the directors to fill a vacancy, the director elected by the shareholders shall
hold office for the unexpired term of the last predecessor elected by the
shareholders.

Section 4. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice immediately after and at the same place
as the annual meeting of shareholders. The board of directors may provide by
resolution the time and place, either within or outside Nevada, for the holding
of additional regular meetings without other notice.

Section 5. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the chief executive officer or any one of
the directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or outside Nevada, as the
place for holding any special meeting of the board of directors called by them.

Section 6. NOTICE. Notice of the date, time and place of any special
meeting shall be given to each director at least two days prior to the meeting
orally or by written notice either personally delivered or mailed to each
director at his business address, or by notice transmitted by private courier,
electronically transmitted facsimile or other form of wire or wireless
communication. If mailed, such notice shall be deemed to be given and to be
effective when deposited in the United States mail, properly addressed, with
first class postage prepaid. If notice is given by electronically transmitted
facsimile or other similar form of wire or wireless communication, such notice
shall be deemed to be given

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<PAGE> 12

and to be effective when sent. If a director has designated in writing one or
more reasonable addresses or facsimile numbers for delivery of notice to him,
notice sent by mail, electronically transmitted facsimile or other form of wire
or wireless communication shall not be deemed to have been given or to be
effective unless sent to such addresses or facsimile numbers, as the case may
be.

A director may waive notice of a meeting before or after the time and
date of the meeting by a writing signed by such director. Such waiver shall be
delivered to the secretary for filing with the corporate records, but such
delivery and filing shall not be conditions to the effectiveness of the waiver.
Further, a director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless at the beginning of the meeting, or
promptly upon his later arrival, the director objects to holding the meeting or
transacting business at the meeting because of lack of notice or defective
notice and does not thereafter vote for or assent to action taken at the
meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

Section 7. QUORUM. A majority of the number of directors fixed by the
board of directors pursuant to Article III, Section 2 or, if no number is fixed,
a majority of the number in office immediately before the meeting begins, shall
constitute a quorum for the transaction of business at any meeting of the board
of directors.

Section 8. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.

Section 9. COMPENSATION. By resolution of the board of directors, any
director may be paid any one or more of the following: his expenses, if any, of
attendance at meetings, a fixed sum for attendance at each meeting, a stated
salary as director, or such other compensation as the corporation and the
director may reasonably agree upon. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.

Section 10. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors or committee of the board at
which action on any corporate matter is taken shall be presumed to have assented
to all action taken at the meeting unless (i) the director objects at the
beginning of the meeting, or promptly upon his arrival, to the holding of the
meeting or the transaction of business at the meeting and does not thereafter
vote for or assent to any action taken at the meeting, (ii) the director
contemporaneously requests that his dissent or abstention as to any specific
action taken be entered in the minutes of the meeting, or (iii) the director
causes written notice of his dissent or abstention as to any specific action to
be received by the presiding officer of the meeting before its adjournment or by
the secretary promptly after the adjournment of the meeting. A director may
dissent to a specific action at a meeting, while assenting to others. The right
to dissent to a specific action taken at a meeting of the board of

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directors or a committee of the board of directors shall not be available to a
director who voted in favor of such action.

Section 11. COMMITTEES. By resolution adopted by a majority of all the
directors in office when the action is taken, the board of directors may
designate from among its members an executive committee and one or more other
committees, and appoint one or more members of the board of directors to serve
on them. To the extent provided in the resolution, sections 4, 5, 6, 7, 8 or 12
of Article III, which govern meetings, notice, waiver of notice, quorum, voting
requirements and action without a meeting of the board of directors, shall apply
to committees and their members appointed under this Section 11.

Neither the designation of any such committee, the delegation of
authority to such committee, nor any action by such committee pursuant to its
authority shall alone constitute compliance by any member of the board of
directors or a member of the committee in question with his responsibility to
conform to the standard of care set forth in Article III, Section 14 of these
bylaws.

Section 12. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at a meeting of the directors or any committee designated
by the board of directors may be taken without a meeting if a written consent
(or counterparts thereof) that sets forth the action so taken is signed by all
of the directors entitled to vote with respect to the action taken. Such consent
shall have the same force and effect as a unanimous vote of the directors or
committee members and may be stated as such in any document. Unless the consent
specifies a different effective time or date, action taken under this Section 12
is effective at the time or date the last director signs a writing describing
the action taken, unless, before such time, any director has revoked his consent
by a writing signed by the director and received by the chief executive officer
or the secretary of the corporation.

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Section 13. TELEPHONIC MEETINGS. The board of directors may permit any
director (or any member of a committee designated by the board) to participate
in a regular or special meeting of the board of directors or a committee thereof
through the use of any means of communication by which all directors
participating in the meeting can hear each other during the meeting. A director
participating in a meeting in this manner is deemed to be present in person at
the meeting.

Section 14. STANDARD OF CARE. A director shall perform his duties as a
director, including without limitation his duties as a member of any committee
of the board, in good faith, in a manner he reasonably believes to be in the
best interests of the corporation, and with the care an ordinarily prudent
person in a like position would exercise under similar circumstances. In
performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by the persons herein
designated. However, he shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause such reliance
to be unwarranted. A director shall not be liable to the corporation or its
shareholders for any action he takes or omits to take as a director if, in
connection with such action or omission, he performs his duties in compliance
with this Section 14.

The designated persons on whom a director is entitled to rely are (i)
one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented, (ii)
legal counsel, public accountant, or other person as to matters which the
director reasonably believes to be within such person's professional or expert
competence, or (iii) a committee of the board of directors on which the director
does not serve if the director reasonably believes the committee merits
confidence.

ARTICLE IV
OFFICERS AND AGENTS

Section 1. GENERAL. The officers of the corporation shall be a chief
executive officer, a secretary and a treasurer, and may also include a
president, a chief operating officer and one or more vice presidents. The chief
executive officer, secretary, treasurer and any president, chief operating
officer and senior or executive vice presidents shall be appointed by the board
of directors and shall be a natural person eighteen years of age or older. One
person may hold more than one office. The board of directors may appoint such
other officers, assistant officers, committees and agents, including a chairman
of the board, assistant secretaries and assistant treasurers, as they may
consider necessary. The chief executive officer or an officer or officers so
authorized by the board may appoint such other officers and assistant officers
as they may consider necessary. Except as expressly prescribed by these bylaws,
the board of directors, the chief executive officer or the officer or officers
authorized by the board shall from time to time determine the procedure for the
appointment of officers, their authority and duties and their compensation,
provided that the board of directors may change the authority, duties and
compensation of any officer who is not appointed by the board of directors.

Section 2. APPOINTMENT AND TERM OF OFFICE. The officers of the
corporation to be appointed by the board of directors shall be appointed at each
annual meeting of the board held after each annual meeting of the shareholders.
If the appointment of officers is not made at such

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<PAGE> 15

meeting or if an officer or officers are to be appointed by the chief executive
officer or another officer or officers of the corporation, such appointments
shall be made as determined by the board of directors or the appointing person
or persons. Each officer shall hold office until the first of the following
occurs: his successor shall have been duly appointed and qualified, his death,
his resignation, or his removal in the manner provided in Section 3.

Section 3. RESIGNATION AND REMOVAL. An officer may resign at any time
by giving written notice of resignation to the chief executive officer,
secretary or other person who appoints such officer. The resignation is
effective when the notice is received by the corporation unless the notice
specifies a later effective date.

Any officer or agent may be removed at any time with or without cause
by the board of directors, the chief executive officer or an officer or officers
authorized by the board of directors. Such removal does not affect the contract
rights, if any, of the corporation or of the person so removed. The appointment
of an officer or agent shall not in itself create contract rights.

Section 4. VACANCIES. A vacancy in any office, however occurring, may
be filled by the board of directors, or by the chief executive officer or the
officer or officers authorized by the board of directors, for the unexpired
portion of the officer's term. If an officer resigns and his resignation is made
effective at a later date, the board of directors, the chief executive officer
or the officer or officers authorized by the board of directors, may permit the
officer to remain in office until the effective date and may fill the pending
vacancy before the effective date if the board of directors, the chief executive
officer or the officer or officers authorized by the board of directors provide
that the successor shall not take office until the effective date. In the
alternative, the board of directors, the chief executive officer or the officer
or officers authorized by the board of directors, may remove the officer at any
time before the effective date and may fill the resulting vacancy.

Section 5. CHIEF EXECUTIVE OFFICER. The chief executive officer shall
preside at all meetings of shareholders and all meetings of the board of
directors unless the board of directors has appointed a chairman, vice chairman,
or other officer of the board of directors and has authorized such person to
preside at meetings of the board of directors. Subject to the direction and
supervision of the board of directors, the chief executive officer shall have
general and active control of the corporation's affairs and business and general
supervision of its officers, agents and employees. Unless otherwise directed by
the board of directors, the chief executive officer shall attend in person or by
substitute appointed by him, or shall execute on behalf of the corporation
written instruments appointing a proxy or proxies to represent the corporation,
at all meetings of the stockholders of any other corporation in which the
corporation holds any stock. On behalf of the corporation, the chief executive
officer may in person or by substitute or by proxy execute written waivers of
notice and consents with respect to any such meetings. At all such meetings and
otherwise, the chief executive officer, in person or by substitute or proxy, may
vote the stock held by the corporation, execute written consents and other
instruments with respect to such stock, and exercise any and all rights and
powers incident to the ownership of said stock, subject to the instructions, if
any, of the board of directors. The chief executive officer shall have custody
of the treasurer's bond, if any. The chief executive officer shall have such
additional authority and duties as are appropriate and customary for the office
of

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chief executive officer, except as the same may be expanded or limited by the
board of directors from time to time.

Section 6. PRESIDENT. The president, if one is appointed, shall, in the
event that the position of chief executive officer is not occupied or the chief
executive officer is absent or otherwise unable to act, preside at all meetings
of the shareholders and all meetings of the board of directors and shall
otherwise discharge the duties of the chief executive officer as set forth
herein and shall perform such other duties as may be assigned to him or her by
the chief executive officer or the board of directors.

Section 7. VICE PRESIDENTS. The vice presidents shall assist the chief
executive officer and the president and shall perform such duties as may be
assigned to them by the chief executive officer and the president or by the
board of directors. In the absence of the chief executive officer and the
president, the vice president, if any (or, if more than one, the vice presidents
in the order designated by the board of directors, or if the board makes no such
designation, then the vice president designated by the chief executive officer,
or if neither the board of directors nor the chief executive officer makes any
such designation, the senior vice president as determined by first election to
that office), shall have the powers and perform the duties of the chief
executive officer.

Section 8. SECRETARY. The secretary shall (i) prepare and maintain as
permanent records the minutes of the proceedings of the shareholders and the
board of directors, a record of all actions taken by the shareholders or the
board of directors without a meeting, a record of all actions taken by a
committee of the board of directors in place of the board of directors on behalf
of the corporation, and a record of all waivers of notice of meetings of the
shareholders and of the board of directors or any committee thereof, (ii) see
that all notices are duly given in accordance with the provisions of these
bylaws and as required by law, (iii) serve as custodian of the corporate records
and of the seal of the corporation and affix the seal to all documents when
authorized by the board of directors, (iv) keep at the corporation's registered
office or principal place of business a record containing the names and
addresses of all shareholders in a form that permits preparation of a list of
shareholders arranged by voting group and by class or series of shares within
each voting group, that is alphabetical within each class or series and that
shows the address of, and the number of shares of each class or series held by,
each shareholder, unless such a record shall be kept at the office of the
corporation's transfer agent or registrar, (v) maintain at the corporation's
principal office the originals or copies of the corporation's articles of
incorporation, bylaws, minutes of all shareholders' meetings and records of all
action taken by shareholders without a meeting for the past three years, all
written communications within the past three years to shareholders as a group or
to the holders of any class or series of shares as a group, a list of the names
and business addresses of the current directors and officers, a copy of the
corporation's most recent corporate report filed with the Secretary of State,
and financial statements showing in reasonable detail the corporation's assets
and liabilities and results of operations for the last three years, (vi) have
general charge of the stock transfer books of the corporation, unless the
corporation has a transfer agent, (vii) authenticate records of the corporation,
and (viii) in general, perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to him by the chief
executive officer, the president or the board of directors. Assistant
secretaries, if any, shall have the same duties and powers, subject to
supervision by the secretary. The directors or shareholders may however
respectively designate a person other than the secretary or assistant secretary
to keep the minutes of their respective meetings.

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Any books, records, or minutes of the corporation may be in written
form or in any form capable of being converted into written form within a
reasonable time.

Section 9. TREASURER. The treasurer shall be the principal financial
officer of the corporation, shall have the care and custody of all funds,
securities, evidences of indebtedness and other personal property of the
corporation and shall deposit the same in accordance with the instructions of
the board of directors. Subject to the limits imposed by the board of directors,
the treasurer shall receive and give receipts and acquittances for money paid in
on account of the corporation, and shall pay out of the corporation's funds on
hand all bills, payrolls and other just debts of the corporation of whatever
nature upon maturity. The treasurer shall perform all other duties incident to
the office of the treasurer and, upon request of the board, shall make such
reports to it as may be required at any time. The treasurer shall, if required
by the board of directors, give the corporation a bond in such sums and with
such sureties as shall be satisfactory to the board, conditioned upon the
faithful performance of the treasurer's duties and for the restoration to the
corporation of all books, papers, vouchers, money and other property of whatever
kind in the Treasurer's possession or under the treasurer's control belonging to
the corporation. The treasurer shall have such other powers and perform such
other duties as may from time to time be prescribed by the board of directors,
the chief executive officer or the president. The assistant treasurers, if any,
shall have the same powers and duties, subject to the supervision of the
treasurer.

The treasurer shall also be the principal accounting officer of the
corporation. He shall prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account as
required by the General Corporation Law of Nevada, prepare and file all local,
state and federal tax returns, prescribe and maintain an adequate system of
internal audit and prepare and furnish to the president and the board of
directors statements of account showing the financial position of the
corporation and the results of its operations.

ARTICLE V
STOCK

Section 1. CERTIFICATES. The board of directors shall be authorized to
issue any of its classes of shares with or without certificates. The fact that
the shares are not represented by certificates shall have no effect on the
rights and obligations of shareholders. If the shares are represented by
certificates, such shares shall be represented by consecutively numbered
certificates signed, either manually or by facsimile, in the name of the
corporation by the chief executive officer. In case any officer who has signed
or whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is issued, such certificate
may nonetheless be issued by the corporation with the same effect as if he were
such officer at the date of its issue. All certificates shall be consecutively
numbered, and the names of the owners, the number of shares, and the date of
issue shall be entered on the books of the corporation. Each certificate
representing shares shall state upon its face:

(i) That the corporation is organized under the laws of Nevada;

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(ii) The name of the person to whom issued;

(iii) The number and class of the shares and the designation of the
series, if any, that the certificate represents;

(iv) The par value, if any, of each share represented by the
certificate;

(v) Any restrictions imposed by the corporation upon the transfer
of the shares represented by the certificate.

If shares are not represented by certificates, within a reasonable time
following the issue or transfer of such shares, the corporation shall send the
shareholder a complete written statement of all of the information required to
be provided to holders of uncertificated shares by the General Corporation Law
of Nevada.

Section 2. CONSIDERATION FOR SHARES. Certificated or uncertificated
shares shall not be issued until the shares represented thereby are fully paid.
The board of directors may authorize the issuance of shares for consideration
consisting of any tangible or intangible property or benefit to the corporation,
including cash, promissory notes, services performed or other securities of the
corporation. Future services shall not constitute payment or partial payment for
shares of the corporation. The promissory note of a subscriber or an affiliate
of a subscriber shall not constitute payment or partial payment for shares of
the corporation unless the note is negotiable and is secured by collateral,
other than the shares being purchased, having a fair market value at least equal
to the principal amount of the note. For purposes of this Section 2, "promissory
note" means a negotiable instrument on which there is an obligation to pay
independent of collateral and does not include a non-recourse note.

Section 3. LOST CERTIFICATES. In case of the alleged loss, destruction
or mutilation of a certificate of stock, the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as the board may prescribe. The board of directors may in
its discretion require an affidavit of lost certificate and/or a bond in such
form and amount and with such surety as it may determine before issuing a new
certificate.

Section 4. TRANSFER OF SHARES. Upon surrender to the corporation or to
a transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and receipt of such documentary stamps as may be required by law and
evidence of compliance with all applicable securities laws and other
restrictions, the corporation shall issue a new certificate to the person
entitled thereto, and cancel the old certificate. Every such transfer of stock
shall be entered on the stock books of the corporation which shall be kept at
its principal office or by the person and at the place designated by the board
of directors.

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Except as otherwise expressly provided in Article II, Sections 7 and
11, and except for the assertion of dissenters' rights to the extent provided in
Article 113 of the General Corporation Law of Nevada, the corporation shall be
entitled to treat the registered holder of any shares of the corporation as the
owner thereof for all purposes, and the corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or rights
deriving from such shares on the part of any person other than the registered
holder, including without limitation any purchaser, assignee or transferee of
such shares or rights deriving from such shares, unless and until such other
person becomes the registered holder of such shares, whether or not the
corporation shall have either actual or constructive notice of the claimed
interest of such other person.

Section 5. TRANSFER AGENT, REGISTRARS AND PAYING AGENTS. The board of
directors may at its discretion appoint one or more transfer agents, registrars
and agents for making payment upon any class of stock, bond, debenture or other
security of the corporation. Such agents and registrars may be located either
within or outside Nevada. They shall have such rights and duties and shall be
entitled to such compensation as may be agreed.

ARTICLE VI
INDEMNIFICATION OF CERTAIN PERSONS

Section 1. INDEMNIFICATION. For purposes of Article VI, a "Proper
Person" means any person (including the estate or personal representative of a
director) who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether formal or informal, by
reason of the fact that he is or was a director, officer, employee, fiduciary or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, fiduciary or agent of any
foreign or domestic profit or nonprofit corporation or of any partnership, joint
venture, trust, profit or nonprofit unincorporated association, limited
liability company, or other enterprise or employee benefit plan. The corporation
shall indemnify any Proper Person against reasonably incurred expenses
(including attorneys' fees), judgments, penalties, fines (including any excise
tax assessed with respect to an employee benefit plan) and amounts paid in
settlement reasonably incurred by him in connection with such action, suit or
proceeding if it is determined by the groups set forth in Section 4 of this
Article that he conducted himself in good faith and that he reasonably believed
(i) in the case of conduct in his official capacity with the corporation, that
his conduct was in the corporation's best interests, or (ii) in all other cases
(except criminal cases), that his conduct was at least not opposed to the
corporation's best interests, or (iii) in the case of any criminal proceeding,
that he had no reasonable cause to believe his conduct was unlawful. Official
capacity means, when used with respect to a director, the office of director
and, when used with respect to any other Proper Person, the office in a
corporation held by the officer or the employment, fiduciary or agency
relationship undertaken by the employee, fiduciary, or agent on behalf of the
corporation. Official capacity does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.

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A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies the
requirement in (ii) of this Section 1. A director's conduct with respect to an
employee benefit plan for a purpose that the director did not reasonably believe
to be in the interests of the participants in or beneficiaries of the plan shall
be deemed not to satisfy the requirement of this section that he conduct himself
in good faith.

No indemnification shall be made under this Article VI to a Proper
Person with respect to any claim, issue or matter in connection with a
proceeding by or in the right of a corporation in which the Proper Person was
adjudged liable to the corporation or in connection with any proceeding charging
that the Proper Person derived an improper personal benefit, whether or not
involving action in an official capacity, in which he was adjudged liable on the
basis that he derived an improper personal benefit. Further, indemnification
under this section in connection with a proceeding brought by or in the right of
the corporation shall be limited to reasonable expenses, including attorneys'
fees, incurred in connection with the proceeding.

Section 2. RIGHT TO INDEMNIFICATION. The corporation shall indemnify
any Proper Person who was wholly successful, on the merits or otherwise, in
defense of any action, suit, or proceeding as to which he was entitled to
indemnification under Section 1 of this Article VI against expenses (including
attorneys' fees) reasonably incurred by him in connection with the proceeding
without the necessity of any action by the corporation other than the
determination in good faith that the defense has been wholly successful.

Section 3. EFFECT OF TERMINATION OF ACTION. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person seeking indemnification did not meet the standards
of conduct described in Section 1 of this Article VI. Entry of a judgment by
consent as part of a settlement shall not be deemed an adjudication of
liability, as described in Section 2 of this Article VI.

Section 4. GROUPS AUTHORIZED TO MAKE INDEMNIFICATION DETERMINATION.
Except where there is a right to indemnification as set forth in Sections 1 or 2
of this Article or where indemnification is ordered by a court in Section 5, any
indemnification shall be made by the corporation only as determined in the
specific case by a proper group that indemnification of the Proper Person is
permissible under the circumstances because he has met the applicable standards
of conduct set forth in Section 1 of this Article. This determination shall be
made by the board of directors by a majority vote of those present at a meeting
at which a quorum is present, which quorum shall consist of directors not
parties to the proceeding ("Quorum"). If a Quorum cannot be obtained, the
determination shall be made by a majority vote of a committee of the board of
directors designated by the board of directors, which committee shall consist of
two or more directors not parties to the proceeding, except that directors who
are parties to the proceeding may participate in the designation of directors
for the committee. If a Quorum of the board of directors cannot be obtained and
the committee cannot be established, or even if a Quorum is obtained or the

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committee is designated and a majority of the directors constituting such Quorum
or committee so directs, the determination shall be made by (i) independent
legal counsel selected by a vote of the board of directors or the committee in
the manner specified in this Section 4 or, if a Quorum of the full board of
directors cannot be obtained and a committee cannot be established, by
independent legal counsel selected by a majority vote of the full board of
directors (including directors who are parties to the action) or (ii) a vote of
the shareholders.

Authorization of indemnification and advance of expenses shall be made
in the same manner as the determination that indemnification or advance of
expenses is permissible except that, if the determination that indemnification
or advance of expenses is permissible is made by independent legal counsel,
authorization of indemnification and advance of expenses shall be made by the
body that selected such counsel.

Section 5. COURT-ORDERED INDEMNIFICATION. Any Proper Person may apply
for indemnification to the court conducting the proceeding or to another court
of competent jurisdiction for mandatory indemnification under Section 2 of this
Article, including indemnification for reasonable expenses incurred to obtain
court-ordered indemnification. If a court determines that the Proper Person is
entitled to indemnification under Section 2 of this Article, the court shall
order indemnification, including the Proper Person's reasonable expenses
incurred to obtain court-ordered indemnification. If the court determines that
such Proper Person is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not he met the standards of
conduct set forth in Section 1 of this Article or was adjudged liable in the
proceeding, the court may order such indemnification as the court deems proper
except that if the Proper Person has been adjudged liable, indemnification shall
be limited to reasonable expenses incurred in connection with the proceeding and
reasonable expenses incurred to obtain court-ordered indemnification.

Section 6. ADVANCE OF EXPENSES. Reasonable expenses (including
attorneys' fees) incurred in defending an action, suit or proceeding as
described in Section 1 may be paid by the corporation to any Proper Person in
advance of the final disposition of such action, suit or proceeding upon receipt
of (i) a written affirmation of such Proper Person's good faith belief that he
has met the standards of conduct prescribed by Section 1 of this Article VI,
(ii) a written undertaking, executed personally or on the Proper Person's
behalf, to repay such advances if it is ultimately determined that he did not
meet the prescribed standards of conduct (the undertaking shall be an unlimited
general obligation of the Proper Person but need not be secured and may be
accepted without reference to financial ability to make repayment), and (iii) a
determination is made by the proper group (as described in Section 4 of this
Article VI) that the facts as then known to the group would not preclude
indemnification. Determination and authorization of payments shall be made in
the same manner specified in Section 4 of this Article VI.

Section 7. ADDITIONAL INDEMNIFICATION TO CERTAIN PERSONS OTHER THAN
DIRECTORS. In addition to the indemnification provided to officers, employees,
fiduciaries or agents because of their status as Proper Persons under this
Article, the corporation may also indemnify and advance

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expenses to them if they are not directors of the corporation to a greater
extent than is provided in these bylaws, if not inconsistent with public policy,
and if provided for by general or specific action of its board of directors or
shareholders or by contract.

Section 8. WITNESS EXPENSES. The sections of this Article VI do not
limit the corporation's authority to pay or reimburse expenses incurred by a
director in connection with an appearance as a witness in a proceeding at a time
when he has not been made or named as a defendant or respondent in the
proceeding.

Section 9. REPORT TO SHAREHOLDERS. Any indemnification of or advance of
expenses to a director in accordance with this Article VI, if arising out of a
proceeding by or on behalf of the corporation, shall be reported in writing to
the shareholders with or before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

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ARTICLE VII

Section 1. PROVISION OF INSURANCE. By action of the board of directors,
notwithstanding any interest of the directors in the action, the corporation may
purchase and maintain insurance, in such scope and amounts as the board of
directors deems appropriate, on behalf of any person who is or was a director,
officer, employee, fiduciary or agent of the corporation, or who, while a
director, officer, employee, fiduciary or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, fiduciary or agent of any other foreign or domestic profit or
nonprofit corporation or of any partnership, joint venture, trust, profit or
nonprofit unincorporated association, limited liability company, other
enterprise or employee benefit plan, against any liability asserted against, or
incurred by, him in that capacity or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against such
liability under the provisions of Article VI or applicable law. Any such
insurance may be procured from any insurance company designated by the board of
directors of the corporation, whether such insurance company is formed under the
laws of Nevada or any other jurisdiction of the United States or elsewhere,
including any insurance company in which the corporation has an equity interest
or any other interest, through stock ownership or otherwise.

ARTICLE VIII
MISCELLANEOUS

Section 1. SEAL. The board of directors may adopt a corporate seal,
which shall contain the name of the corporation and the words, "Seal, Nevada."

Section 2. FISCAL YEAR. The fiscal year of the corporation shall end on
December 31 of each year unless otherwise established by the board of directors.

Section 3. AMENDMENTS. The board of directors shall have power, to the
maximum extent permitted by the General Corporation Law of Nevada, to make,
amend and repeal the bylaws of the corporation at any regular or special meeting
of the board of directors unless the shareholders, in making, amending or
repealing a particular bylaw, expressly provide that the directors may not amend
or repeal such bylaw. The shareholders also shall have the power to make, amend
or repeal the bylaws of the corporation at any annual meeting or at any special
meeting called for that purpose.

Section 4. RECEIPT OF NOTICES BY THE CORPORATION. Notices, shareholder
writings consenting to action, and other documents or writings shall be deemed
to have been received by the corporation when they are actually received: (1) at
the registered office of the corporation in Nevada; (2) at the principal office
of the corporation (as that office is designated in the most recent document
filed by the corporation with the secretary of state for Nevada designating a
principal office) addressed to the attention of the secretary of the
corporation; or (3) by any other person authorized from time to time by the
board of directors or the chief executive officer to receive such writings,
wherever such person is found.

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Section 5. GENDER. The masculine gender is used in these bylaws as a
matter of convenience only and shall be interpreted to include the feminine and
neuter genders as the circumstances indicate.

Section 6. CONFLICTS. In the event of any irreconcilable conflict
between these bylaws and either the corporation's articles of incorporation or
applicable law, the latter shall control.

Section 7. DEFINITIONS. Except as otherwise specifically provided in
these bylaws, all terms used in these bylaws shall have the same definition as
in the General Corporation Law of Nevada.

<PAGE> 1
EXHIBIT 23.09

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 3 to Registration Statement No.
333-74201 of quepasa.com, inc. of our report dated February 17, 1999 appearing
in the Prospectus, which is part of such Registration Statement, and to the
reference to us under the heading "Experts" in such Prospectus.

/s/ Ehrhardt Keefe Steiner & Hottman PC

Ehrhardt Keefe Steiner & Hottman PC

Denver, Colorado
May 19, 1999