UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
SCHEDULE 13G
Under the Securities Exchange Act of 1934
QUEPASA.COM, INC.
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(Name of Issuer)
Common Stock, Par Value $.001 per Share
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(Title of Class of Securities)
74833W107
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(CUSIP Number)
August 27, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
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1) Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Sutter Holding Company, Inc.
Sutter Opportunity Fund 2, LLC
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2) Check the Appropriate Box (a) [ ]
if a Member of a Group
(See Instructions)
(b) [ X ]
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3) SEC Use Only
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4) Citizenship or Place of Organization
Sutter Holding Company, Inc. Delaware
Sutter Opportunity Fund 2, LLC California
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Number of Shares
Beneficially Owned
by Each Reporting
Person with :
(5) Sole Voting Power
Sutter Holding Company, Inc. beneficially owns 1,712,722 shares of Common Stock,
Par Value $.001 per Share ("Shares") of the Issuer, or 9.98% of the total
outstanding Shares reported by the Issuer as of the end of its most recent
fiscal year at December 31, 2001, and Sutter Opportunity Fund 2, LLC
beneficially owns 393,050 Shares, or 2.29% of the total outstanding Shares
reported by the Issuer as of the end of its most recent fiscal year at December
31, 2001. Each Reporting Person has sole voting and disposition power over the
Shares it beneficially owns, but Robert E. Dixon and William G. Knuff, III are
the sole directors and co-chief executive officers of Sutter Holding Company,
Inc., and Mr. Dixon is the sole manager of Sutter Capital Management, LLC, which
in turn is the sole manager of Sutter Opportunity Fund 2, LLC. Mssrs. Dixon and
Knuff may therefore be deemed to control voting and disposition of the Shares
held by Sutter Holding Company, Inc. and Mr. Dixon may be deemed to control
voting and disposition of the Shares held by Sutter Opportunity Fund 2, LLC.
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(6) Shared Voting Power
Sutter Holding Company, Inc. beneficially owns 1,712,722 shares of Common Stock,
Par Value $.001 per Share ("Shares") of the Issuer, or 9.98% of the total
outstanding Shares reported by the Issuer as of the end of its most recent
fiscal year at December 31, 2001, and Sutter Opportunity Fund 2, LLC
beneficially owns 393,050 Shares, or 2.29% of the total outstanding Shares
reported by the Issuer as of the end of its most recent fiscal year at December
31, 2001. Each Reporting Person has sole voting and disposition power over the
Shares it beneficially owns, but Robert E. Dixon and William G. Knuff, III are
the sole directors and co-chief executive officers of Sutter Holding Company,
Inc., and Mr. Dixon is the sole manager of Sutter Capital Management, LLC, which
in turn is the sole manager of Sutter Opportunity Fund 2, LLC. Mssrs. Dixon and
Knuff may therefore be deemed to control voting and disposition of the Shares
held by Sutter Holding Company, Inc. and Mr. Dixon may be deemed to control
voting and disposition of the Shares held by Sutter Opportunity Fund 2, LLC.
(7) Sole Dispositive Power
Sutter Holding Company, Inc. beneficially owns 1,712,722 shares of Common Stock,
Par Value $.001 per Share ("Shares") of the Issuer, or 9.98% of the total
outstanding Shares reported by the Issuer as of the end of its most recent
fiscal year at December 31, 2001, and Sutter Opportunity Fund 2, LLC
beneficially owns 393,050 Shares, or 2.29% of the total outstanding Shares
reported by the Issuer as of the end of its most recent fiscal year at December
31, 2001. Each Reporting Person has sole voting and disposition power over the
Shares it beneficially owns, but Robert E. Dixon and William G. Knuff, III are
the sole directors and co-chief executive officers of Sutter Holding Company,
Inc., and Mr. Dixon is the sole manager of Sutter Capital Management, LLC, which
in turn is the sole manager of Sutter Opportunity Fund 2, LLC. Mssrs. Dixon and
Knuff may therefore be deemed to control voting and disposition of the Shares
held by Sutter Holding Company, Inc. and Mr. Dixon may be deemed to control
voting and disposition of the Shares held by Sutter Opportunity Fund 2, LLC.
(8) Shared Dispositive Power
Sutter Holding Company, Inc. beneficially owns 1,712,722 shares of Common Stock,
Par Value $.001 per Share ("Shares") of the Issuer, or 9.98% of the total
outstanding Shares reported by the Issuer as of the end of its most recent
fiscal year at December 31, 2001, and Sutter Opportunity Fund 2, LLC
beneficially owns 393,050 Shares, or 2.29% of the total outstanding Shares
reported by the Issuer as of the end of its most recent fiscal year at December
31, 2001. Each Reporting Person has sole voting and disposition power over the
Shares it beneficially owns, but Robert E. Dixon and William G. Knuff, III are
the sole directors and co-chief executive officers of Sutter Holding Company,
Inc., and Mr. Dixon is the sole manager of Sutter Capital Management, LLC, which
in turn is the sole manager of Sutter Opportunity Fund 2, LLC. Mssrs. Dixon and
Knuff may therefore be deemed to control voting and disposition of the Shares
held by Sutter Holding Company, Inc. and Mr. Dixon may be deemed to control
voting and disposition of the Shares held by Sutter Opportunity Fund 2, LLC.
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person
Sutter Holding Company, Inc. 1,712,722 Shares
Sutter Opportunity Fund 2, LLC 393,050 Shares
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10) Check if the Aggregate Amount [ ]
in Row 9 Excludes Certain
Shares (See Instructions)
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11) Percent of Class Represented
by Amount in Row 9 12.27%
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12) Type of Reporting Person
(See Instructions)
Sutter Holding Company, Inc. CO
Sutter Opportunity Fund 2, LLC OO
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Item 1.
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(a) The name of issuer as to whose securities this statement relates is
QuePasa.com, Inc. (the "Issuer").
(b) The address of the Issuer's principal place of business is 7904 E.
Chaparral Road, Suite A-110, PMB # 160, Scottsdale, Arizona 85250.
Item 2.
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(a-c) Sutter Holding Company, Inc. is a Delaware corporation and Sutter
Opportunity Fund 2, LLC is a California limited liability company. The principal
business address of each reporting person is 150 Post Street, Suite 405, San
Francisco, California 94108.
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(d-e) The subject securities are the issuer's shares of Common Stock, Par
Value $.001 per Share (CUSIP No. 74833W107).
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
------ (c) check whether the person filing is a:
(a-j) Not applicable.
Item 4. Ownership.
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(a-c) Sutter Holding Company, Inc. beneficially owns 1,712,722 shares of
Common Stock, Par Value $.001 per Share ("Shares") of the Issuer, or 9.98% of
the total outstanding Shares reported by the Issuer as of the end of its most
recent fiscal year at December 31, 2001, and Sutter Opportunity Fund 2, LLC
beneficially owns 393,050 Shares, or 2.29% of the total outstanding Shares
reported by the Issuer as of the end of its most recent fiscal year at December
31, 2001. Each Reporting Person has sole voting and disposition power over the
Shares it beneficially owns, but Robert E. Dixon and William G. Knuff, III are
the sole directors and co-chief executive officers of Sutter Holding Company,
Inc., and Mr. Dixon is the sole manager of Sutter Capital Management, LLC, which
in turn is the sole manager of Sutter Opportunity Fund 2, LLC. Mssrs. Dixon and
Knuff may therefore be deemed to control voting and disposition of the Shares
held by Sutter Holding Company, Inc. and Mr. Dixon may be deemed to control
voting and disposition of the Shares held by Sutter Opportunity Fund 2, LLC.
Because both reporting persons are controlled by Robert E. Dixon, their
respective beneficial ownership is jointly reported on this Schedule 13G.
Item 5. Ownership of Five Percent or Less of a Class.
------ --------------------------------------------
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
------ ---------------------------------------------------------------
Each Reporting Person's respective shareholders and members, as owners of equity
interests in the Reporting Person, will have the right to receive dividends or
distributions from, or the proceeds from the sale of, the Shares. None of the
shareholders or members of either Reporting Person would, by virtue of a capital
interest in the Reporting Person, have an interest in dividends from, or the
proceeds from the sale of, the Shares relating to more than 5% of the
outstanding Shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
------ Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8. Identification and Classification of Members of the Group.
------ ---------------------------------------------------------
Not applicable.
Item 9. Notice of Dissolution of Group.
------ ------------------------------
Not applicable.
Item 10. Certification.
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By signing below, the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, we certify that the information set forth in this statement
is true, complete and correct.
Date: October 22, 2002
Sutter Holding Company, Inc.
By: /s/Robert E. Dixon
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Robert E. Dixon, Co-Chief Executive Officer
Sutter Opportunity Fund 2, LLC
By: Sutter Capital Management, LLC, Manager
By: /s/ Robert E. Dixon
Robert E. Dixon, Manager
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