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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
QUEPASA.COM, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
74833W-10-7
(CUSIP Number)
Robert Taylor
7904 E. Chaparral Road
Suite A110, PMB 160
Scottsdale, AZ 85250
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 25, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
(Act) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Check the following box if a fee is being paid with this statement / /.
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CUSIP NO. 74833W-10-7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
a. Great Western Land and Recreation, Inc. IRS Identification No. 86-1037866
b. Amortibanc Investments, L.C. IRS Identification No. 48-1163421
c. Geoffrey Tracy
d. Christopher Tracy
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
a. Great Western Land and Recreation, Inc. - WC
b. Amortibanc Investments, L.C. - WC
c. Geoffrey Tracy - OO (gift)
d. Christopher Tracy - OO (gift)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER (number of shares) - 790,000
a. Great Western Land and Recreation, Inc. - 240,000
NUMBER OF b. Amortibanc Investments, L.C. - 500,000
c. Geoffrey Tracy - 25,000
SHARES d. Christopher Tracy - 25,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER (number of shares) - 790,000
a. Great Western Land and Recreation, Inc. - 240,000
REPORTING b. Amortibanc Investments, L.C. - 500,000
c. Geoffrey Tracy - 25,000
PERSON d. Christopher Tracy - 25,000
------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
a. Great Western Land and Recreation, Inc. - 240,000
b. Amortibanc Investments, L.C. - 500,000
c. Geoffrey Tracy - 25,000
d. Christopher Tracy - 25,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 4.6%
a. Great Western Land and Recreation, Inc. - 1.4%
b. Amortibanc Investments, L.C. - 2.9%
c. Geoffrey Tracy - 0.1%
d. Christopher Tracy - 0.1%
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14 TYPE OF REPORTING PERSON*
a. Great Western Land and Recreation, Inc. - CO
b. Amortibanc Investments, L.C. - OO (Limited Liability Company)
c. Geoffrey Tracy - IN
d. Christopher Tracy - IN
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, $.001 par value per share, of
Quepasa.com, Inc., a Nevada corporation. The Issuer's principal executive
offices are located at 7904 E. Chaparral Road, Suite A110 PMB #160, Scottsdale,
Arizona 85250.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Great Western Land and Recreation, Inc. ("Great
Western"), Amortibanc Investments, L.C. ("Amortibanc"), Geoffrey Tracy and
Christopher Tracy (collectively, the "Reporting Persons"). The Reporting Persons
have not entered into any written agreement but are making this single, joint
filing because they have verbally agreed to vote their respective shares in
uniformity with one another as to any issues that may come before the
stockholders of the Issuer. Further, they are consulting with one another
regarding the Issuer. The individuals completely agreed to act as set forth as
of March 1, 2002. The Reporting Persons filed an initial Schedule 13D on March
8, 2002. A copy of the Joint Filing Agreement of the Reporting Persons is
attached hereto as Exhibit 1. This amended Schedule 13D is being filed to report
the sale of 100,000 shares on "Pink Sheets" by Great Western.
Great Western is located at 5115 N. Scottsdale Road, Suite 101, Scottsdale,
Arizona 85250. Great Western, a Delaware corporation, is an Arizona-based,
privately-held real estate development company with holdings in Arizona, New
Mexico and Texas. It is wholly-
owned by Amortibanc. The executive officers and directors of Great Western are
Jay N. Torok, President, Chairman and Chief Executive Officer, William Szilagyi,
Senior Vice President, and Ronald J. O'Connor, Vice President and Chief
Financial Officer, each of whom is a natural person.
Jay Torok has his business address at 5115 N. Scottsdale Road, Suite 101,
Scottsdale, Arizona 85250. Mr. Torok's principal occupation is as President,
Chairman and Chief Executive Officer of Great Western.
William Szilagyi has his business address at 5115 N. Scottsdale Road, Suite 101,
Scottsdale, Arizona 85250. Mr. Szilagyi's principal occupation is as Senior Vice
President of Great Western.
Ronald J. O'Connor has his business address at 5115 N. Scottsdale Road, Suite
101, Scottsdale, Arizona 85250. Mr. O'Connor's principal occupation is as Vice
President and Chief Financial Officer of Great Western.
Amortibanc is located at 300 West Douglas, Suite 900, Wichita, Kansas 67202.
Amortibanc, a Kansas limited liability corporation, is a mortgage and investment
banking company, and serves as the financial servicing arm of a number of the
Garvey family ventures. Amortibanc is the owner of 100% of the outstanding
common stock of Great Western; however Amortibanc disclaims beneficial ownership
of these shares. The Willard W. Garvey Revocable Trust and the Willard W. Garvey
Trust Number Thirteen are the only members of Amortibanc and thereby share
beneficial ownership of these shares. Todd Connell is the attorney-in-fact for
Willard W. Garvey, the trustee of the Willard W. Garvey Revocable Trust and the
Willard W. Garvey Trust Number Thirteen.
Geoffrey Tracy has his business address at 1632 30th Street NW, Washington D.C.
20007. Mr. Tracy received the Issuer's shares as a gift from his father, Dan
Tracy, who is a retired business professional.
Christopher Tracy has his business address at 88 Wood Pond Road, West Hartford,
Connecticut 06107. Mr. Tracy received the Issuer's shares as a gift from his
father, Dan Tracy, who is a retired business professional.
During the last five years, none of the Reporting Persons and, to the best
knowledge of the Reporting Persons, none of the executive officers or directors
of Great Western or Amortibanc has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the last five years, none of the Reporting Persons and, to the best
knowledge of the Reporting Persons, none of the executive officers or directors
of Great Western or Amortibanc has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
All natural persons listed in item 2 are citizens of the United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
Great Western paid an aggregate of $46,177.00 from working capital for 240,000
shares of the Issuer's common stock.
Amortibanc paid an aggregate of $85,000.00 from working capital for 500,000
shares of the Issuer's common stock.
Geoffrey Tracy received 25,000 shares of the Issuer's common stock as a gift
from his father, Dan Tracy. Dan Tracy paid an aggregate of $4,562.50 from
personal funds for these shares.
Christopher Tracy received 25,000 shares of the Issuer's common stock as a gift
from his father, Dan Tracy. Dan Tracy paid an aggregate of $4,562.50 from
personal funds for these shares.
ITEM 4. PURPOSE OF TRANSACTION.
Effective August 6, 2001, Great Western Land agreed, subject to the fulfillment
of certain conditions by both parties and approval by the Issuer's shareholders
at its annual shareholder meeting scheduled for February 28, 2002, to enter into
a merger with the Issuer. The merger was to be completed by one of the Great
Western's wholly-owned subsidiaries exchanging its common shares for those of
the Issuer on a one for one basis. The Issuer was to have been the surviving
corporation and was to become a wholly-owned subsidiary of Great Western. The
acquisition of the Issuer's shares by the Great Western and Amortibanc occurred
subsequent to August 6, 2001 in anticipation of the merger. On February 6, 2002,
the Issuer's Board of Directors voted to terminate the merger agreement. On
March 25, 2002, Great Western sold 100,000 shares of the Issuer's common stock
on "Pink Sheets".
Great Western and Amortibanc's current purposes for the Issuer`s common stock
may include, without limitation, plans or proposals such as the following: (1)
dispositions of the Issuer securities through sales, transfers and other means
of disposing of the securities;
(2) causing the sale or transfer of assets of Issuer or any of its subsidiaries;
(3) a change in the present board of directors or management of Issuer; (4)
change in the capitalization or dividend policy of Issuer; (5) a change in
Issuer's charter, bylaws or other corporate documents and instruments; (6)
causing a class of securities of Issuer to be delisted or not traded on an
exchange, system or association; (7) a corporate transaction, such as a merger,
reorganization or liquidation involving Issuer or any of its subsidiaries; (8) a
joint venture, partnership or management arrangement impacting Issuer, or any of
its subsidiaries and/or affiliate entities or persons; (9) acquisitions of
additional securities of Issuer; (10) other changes in Issuer's business or
corporate structure; and (11) other actions similar to any of those listed
above. Great Western and Amortibanc reserve the right to determine in the future
whether to change the purpose or purposes described above.
Geoffrey Tracy's purposes for the acquisition of the Issuer's common stock may
include, without limitation, plans or proposals such as the following: (1)
dispositions of the Issuer securities through sales, transfers and other means
of disposing of the securities; (2) causing the sale or transfer of assets of
Issuer or any of its subsidiaries; (3) a change in the present board of
directors or management of Issuer; (4) change in the capitalization or dividend
policy of Issuer; (5) a change in Issuer's charter, bylaws or other corporate
documents and instruments; (6) causing a class of securities of Issuer to be
delisted or not traded on an exchange, system or association; (7) a corporate
transaction, such as a merger, reorganization or liquidation involving Issuer or
any of its subsidiaries; (8) a joint venture, partnership or management
arrangement impacting Issuer, or any of its subsidiaries and/or affiliate
entities or persons; (9) acquisitions of additional securities of Issuer; (10)
other changes in Issuer's business or corporate structure; and (11) other
actions similar to any of those listed above. Geoffrey Tracy reserves the right
to determine in the future whether to change the purpose or purposes described
above.
Christopher Tracy's purposes for the acquisition of the Issuer's common stock
may include, without limitation, plans or proposals such as the following: (1)
dispositions of the Issuer securities through sales, transfers and other means
of disposing of the securities; (2) causing the sale or transfer of assets of
Issuer or any of its subsidiaries; (3) a change in the present board of
directors or management of Issuer; (4) change in the capitalization or dividend
policy of Issuer; (5) a change in Issuer's charter, bylaws or other corporate
documents and instruments; (6) causing a class of securities of Issuer to be
delisted or not traded on an exchange, system or association; (7) a corporate
transaction, such as a merger, reorganization or liquidation involving Issuer or
any of its subsidiaries; (8) a joint venture, partnership or management
arrangement impacting Issuer, or any of its subsidiaries and/or affiliate
entities or persons; (9) acquisitions of additional securities of Issuer; (10)
other changes in Issuer's business or corporate structure; and (11) other
actions similar to any of those listed above. Christopher Tracy reserves the
right to determine in the future whether to change the purpose or purposes
described above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
GREAT WESTERN
(a) Great Western may be deemed beneficially to own 240,000 shares of the
Issuer's common stock, representing in the aggregate approximately 1.4% of the
outstanding shares of the Issuer's common stock.
(b) Great Western has the sole power to vote and to dispose of all shares set
forth in Item 5(a) above.
(c) The following purchases were made on "Pink Sheets", and in private
transactions on the following dates:
Shares Date
Purchased (1) Purchased Purchase Price
------------- --------- --------------
10,000 8/14/2001 $0.13
50,000 8/17/2001 0.19
25,000 8/28/2001 0.15
10,000 9/6/2001 0.17
50,000 9/26/2001 0.19
25,000 9/26/2001 0.33
10,000 10/2/2001 0.18
50,000 10/25/2001 0.19
50,000 10/30/2001 0.18
100,000 11/5/2001 0.15
200,000 11/5/2001 0.15
25,000 11/26/2001 0.19
50,000 11/30/2001 0.15
35,000 11/30/2001 0.17
105,000 12/19/2001 0.20
95,000 12/19/2001 0.20
(1) On December 4, 2001, Great Western sold 25,000 shares of the Issuer's
common stock to Geoffrey Tracy and 25,000 shares to Christopher Tracy.
On December 31, 2001, the Reporting Person sold 500,000 shares of the
Issuer's common stock to Amortibanc Investments, L.C. On March 25,
2002, Great Western sold 100,000 shares of the Issuer's common stock on
"Pink Sheets".
(d) Not applicable.
(e) Not applicable.
AMORTIBANC
(a) Amortibanc may be deemed beneficially to own 500,000 shares of the Issuer's
common stock, representing in the aggregate approximately 2.9% of the
outstanding shares of the Issuer's common stock
(b) Amortibanc has the sole power to vote and to dispose of all shares set forth
in Item 5(a) above
(c) Amortibanc purchased 500,000 shares of the Issuer's commons stock from Great
Western on December 20, 2001 at a purchase price of $0.17 per share.
(d) Not applicable.
(e) Not applicable.
GEOFFREY TRACY
(a) Geoffrey Tracy may be deemed beneficially to own 25,000 shares of the
Issuer's common stock, representing in the aggregate approximately 0.1% of the
outstanding shares of the Issuer's common stock
(b) Geoffrey Tracy has the sole power to vote and to dispose of all shares set
forth in Item 5(a) above
(c) Geoffrey Tracy received these shares as a gift from his father, Dan Tracy,
who purchased 25,000 shares of the Issuer's commons stock from Great Western on
December 4, 2001 at a purchase price of $0.18 per share.
(d) Not applicable.
(e) Not applicable.
CHRISTOPHER TRACY
(a) Christopher Tracy may be deemed beneficially to own 25,000 shares of the
Issuer's common stock, representing in the aggregate approximately 0.1% of the
outstanding shares of the Issuer's common stock
(b) Christopher Tracy has the sole power to vote and to dispose of all shares
set forth in Item 5(a) above
(c) Christopher Tracy received these shares as a gift from his father, Dan
Tracy, who purchased 25,000 shares of the Issuer's commons stock from Great
Western on December 4, 2001 at a purchase price of $0.18 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
The above Reporting Persons, Great Western, Amortibanc, Geoffrey Tracy and
Christopher Tracy have not entered into any written agreement but have verbally
agreed to vote their respective shares in uniformity with one another as to any
issues that may come before the stockholders of the company. Further, they are
consulting with one another regarding the issuer. The Reporting Persons
completely agreed to act as set forth as of March 1, 2002. The Reporting Persons
filed an initial Schedule 13D on March 8, 2002.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated March 1, 2002 among Great
Western, Amortibanc, Geoffrey Tracy and Christopher Tracy.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 1, 2002
GREAT WESTERN LAND AND RECREATION, INC.
By: /s/ Jay N. Torok
--------------------------------
Name: Jay N. Torok
Title: President, Chairman and
Chief Executive Officer
EXHIBIT 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (the "Agreement") dated as of March 1, 2002 among Great
Western Land and Recreation, Inc., Amortibanc Investments, L.C., Geoffrey Tracy
and Christopher Tracy.
WITNESSETH
WHEREAS, as of the date hereof, each of Great Western Land and Recreation, Inc.,
Amortibanc Investments, L.C., Geoffrey Tracy and Christopher Tracy is filing a
Schedule 13D under the Securities and Exchange Act of 1934 (the "Exchange Act")
with respect to securities of Quepasa.com, Inc. (the "Schedule 13D");
WHEREAS, each of Great Western Land and Recreation, Inc., Amortibanc
Investments, L.C., Geoffrey Tracy and Christopher Tracy is individually eligible
to file the Schedule 13D;
WHEREAS, each of Great Western Land and Recreation, Inc., Amortibanc
Investments, L.C., Geoffrey Tracy and Christopher Tracy wishes to file the
Schedule 13D and any amendments thereto jointly and on behalf of each of Great
Western Land and Recreation, Inc., Amortibanc Investments, L.C., Geoffrey Tracy
and Christopher Tracy, pursuant to Rule 13d-1(k)(1) under the Exchange Act;
NOW, THEREFORE, in consideration of these premises and other good and valuable
consideration, the parties hereto agree as
follows:
1. Great Western Land and Recreation, Inc., Amortibanc Investments, L.C.,
Geoffrey Tracy and Christopher Tracy hereby agree that the Schedule 13D
is, and any amendments thereto will be, filed on behalf of each of
Great Western Land and Recreation, Inc., Amortibanc Investments, L.C.,
Geoffrey Tracy and Christopher Tracy pursuant to Rule 13d-1(k)(iii)
under the Exchange Act.
2. Each of Great Western Land and Recreation, Inc., Amortibanc
Investments, L.C., Geoffrey Tracy and Christopher Tracy hereby
acknowledges that, pursuant to Rule 13d-1(k)(1)(i) under the Exchange
Act, it is responsible for the timely filing of the Schedule 13D and
any amendments thereto, and for the completeness and accuracy of the
information concerning it contained therein, and is not responsible for
the completeness and accuracy of the information concerning any of the
other parties contained therein, unless it knows or has reason to know
that such information is inaccurate.
3. Each of Great Western Land and Recreation, Inc., Amortibanc
Investments, L.C., Geoffrey Tracy and Christopher Tracy hereby agrees
that this Agreement shall be filed as an exhibit to the Schedule 13D,
pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
individually or by their respective directors hereunto duly authorized as of the
day and year first above written.
GREAT WESTERN LAND AND RECREATION, INC.
By: /s/ Jay N. Torok
--------------------------------
Name: Jay N. Torok
Title: President, Chairman and
Chief Executive Officer
AMORTIBANC INVESTMENTS, L.C.
By: /s/ Todd Connell
------------------------------------
Name: Todd Connell
Title: Attorney-in-fact for Willard
W. Garvey, the trustee of the
Willard W. Garvey Revocable
Trust and the Willard W.
Garvey Trust Number Thirteen.
GEOFFREY TRACY
By: /s/ Geoffrey Tracy
------------------------------------
Name: Geoffrey Tracy
CHRISTOPHER TRACY
By: /s/ Christopher Tracy
------------------------------------
Name: Christopher Tracy
END OF FILING