<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-40574
PROSPECTUS SUPPLEMENT DATED NOVEMBER 16, 2000
(TO PROSPECTUS DATED SEPTEMBER 15, 2000)
6,340,602 SHARES OF COMMON STOCK
QUEPASA.COM, INC.
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You should read this Prospectus Supplement dated November 16, 2000 and
the accompanying prospectus carefully before you invest. Both documents contain
information you should consider when making your investment decision.
See "Risk Factors" beginning on page 2 of the prospectus to read about
factors you should consider before buying shares of our common stock.
SELLING STOCKHOLDERS
The following table updates information contained in the prospectus,
dated September 15, 2000, regarding the ownership of our common stock by the
selling stockholders and the maximum number of shares that may be sold pursuant
to the prospectus.
<TABLE>
<CAPTION>
SHARES
WHICH
NUMBER OF MAY BE SHARES OWNED AFTER THE
SHARES SOLD OFFERING
OWNED PURSUANT TO
BEFORE THE THE
SELLING STOCKHOLDERS OFFERING PROSPECTUS NUMBER PERCENTAGE
-------------------- ----------- ----------- ------ ----------
<S> <C> <C> <C> <C>
Gary Acosta 385,940 385,940 0 0
Alphabit Media Ventures, LLC 220,653 220,653 0 0
John Beneventi 198,819 198,819 0 0
Roth Capital Partners Incorporated 39,718 39,718 0 0
Designet, S.A. de C.V. 220,653 220,653 0 0
Designet Ventures, LLC 220,653 220,653 0 0
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Gateway Companies, Inc. 1,428,571 1,428,571 0 0
Telemundo Network Group LLC 1,608,888(1) 1,600,000(1) 8,888 *
Verde Capital Partners, LLC 1,123,124(2) 1,123,124(2) 0 0
Verde Reinsurance Company, Ltd. 681,818(2) 681,818(2) 0 0
Eric Stone 52,957 52,957 0 0
Kenneth Sung 2,207 2,207 0 0
Roger Hackbush 13,239 13,239 0 0
Steve Landman 43,026 43,026 0 0
Andrew Strauss 52,957 52,957 0 0
Joe Belluomini 52,957 52,957 0 0
Allan Honnibal 2,207 2,207 0 0
McCutchen, Doyle, Brown & Enersen, LLP 1,103 1,103 0 0
</TABLE>
* Less than 1 percent.
(1) Includes 1,000,000 shares of common stock issuable upon exercise of
warrants and 8,888 of shares of common stock issuable upon exercise of
options held by Telemundo Network Group LLC's Chief Operating Officer,
Alan Sokol, who is a director of our company.
(2) Includes 340,909 shares of common stock issuable upon exercise of
warrants.
GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with different information. You should
not assume that the information in this prospectus supplement is accurate as of
any date other than the date on the front of this document.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is November 16, 2000.
