0000732977-05-000005.txt : 20120628 0000732977-05-000005.hdr.sgml : 20120628 20050113110307 ACCESSION NUMBER: 0000732977-05-000005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050113 DATE AS OF CHANGE: 20050113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUEPASA CORP CENTRAL INDEX KEY: 0001078099 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 860879433 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-56473 FILM NUMBER: 05527315 BUSINESS ADDRESS: STREET 1: 410 N. 44TH STREET STREET 2: SUITE 450 CITY: PHOENIX STATE: AZ ZIP: 85008 BUSINESS PHONE: 602-716-0100 MAIL ADDRESS: STREET 1: 410 N. 44TH STREET STREET 2: SUITE 450 CITY: PHOENIX STATE: AZ ZIP: 85008 FORMER COMPANY: FORMER CONFORMED NAME: QUEPASA COM INC DATE OF NAME CHANGE: 19990310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WITTER WILLIAM D INC CENTRAL INDEX KEY: 0000732977 IRS NUMBER: 132879276 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 153 EAST 53RD STREET STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127537878 MAIL ADDRESS: STREET 1: 153 EAST 53RD STREET STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 gqpsa.txt QUEPASA 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* Quepasa Corp. ______________________________________________________________________ (Name of Issuer) Common Stock, $.01 Par Value ______________________________________________________________________ (Title of Class of Securities) 74833W206 ______________________________________________________________________ (CUSIP Number) December 31, 2004 ______________________________________________________________________ (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] 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). Page 1 of 9 Pages 2 CUSIP No. 74833W206 13G Page 2 of 9 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William D. Witter, Inc. 13-2879276 _____________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] _____________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION 153 East 53rd Street New York, New York 10022-4611 NUMBER OF 5 SOLE VOTING POWER SHARES 451,500 ------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER REPORTING 512,000 ------------------------------------------------ PERSON WITH 8 SHARED DISPOSITIVE POWER 0 _____________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,000 _____________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] _____________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.4% _____________________________________________________________________ 12 TYPE OF REPORTING PERSON IA 3 CUSIP No. 74833W206 13G Page 3 of 9 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jeffrey O. Putterman _____________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] _____________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION 153 East 53rd Street New York, New York 10022-4611 NUMBER OF 5 SOLE VOTING POWER SHARES 451,500 --------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 --------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 512,000 --------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER 0 _____________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,000 _____________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] _____________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.4% _____________________________________________________________________ 12 TYPE OF REPORTING PERSON IN 4 CUSIP No. 74833W206 13G Page 4 of 9 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dean Witter III _____________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] _____________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION One Citicorp Center 153 East 53rd Street New York, New York 10022-4611 _____________________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARES 451,500 ------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER REPORTING 512,000 ------------------------------------------------ PERSON WITH 8 SHARED DISPOSITIVE POWER 0 _____________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,000 _____________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] _____________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.4% _____________________________________________________________________ 12 TYPE OF REPORTING PERSON IN 5 SCHEDULE 13G Page 5 of 9 Pages Item 1(a) Name of Issuer: Quepasa Corp. Item 1(b) Address of Issuer's Principal Executive Offices: 410 N. 44th Street Suite 450 Phoenix, AZ 85008 Item 2(a) Names of Persons Filing: William D. Witter, Inc. Jeffrey O. Putterman Dean Witter III Item 2(b) Addresses of Principal Business Offices: 153 East 53rd Street 51st Floor New York, New York 10022 Item 2(c) Citizenship: New York Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 74833W206 6 SCHEDULE 13G Page 6 of 9 Pages Item 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group,in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to rule 13d-1(c), check this box [ ] See Exhibit A attached hereto. 7 SCHEDULE 13G Page 7 of 9 Pages Item 4 Ownership: Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: 512,000 (b) Percent of Class: 7.4% (c) Number of Shares as to Which such Person has: (i) Sole power to vote or direct the vote 451,500 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 512,000 (iv) Shared power to dispose or to direct the disposition of 0 Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6 Ownership of More than Five Percent on Behalf of Another Person: The shares owned directly by Witter, Inc. are held on behalf of various clients of the firm. In this report no account owned more than 5%. These clients have the right to receive or power to direct the receipt of dividends from, or the proceeds, from the sale of, such securities. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: See Exhibit A attached hereto. Item 8 Identification and Classification of Members of a Group: Not applicable Item 9 Notice of Dissolution of Group: Not applicable 8 SCHEDULE 13G Page 8 of 9 Pages Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. 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. Date: January 13, 2005 WILLIAM D. WITTER, INC. By:/s/ DEAN WITTER III Dean Witter III President 9 SCHEDULE 13G Page 9 of 9 Pages EXHIBIT A This Exhibit explains the relationship between the Reporting Persons. William D. Witter, Inc. is a New York corporation registered as an investment adviser under the Advisers Act. Witter, Inc. serves as an investment adviser for individuals and institutions. Jeffrey O. Putterman is a Managing Director of William D. Witter, Inc. and Dean Witter III is the President of William D. Witter, Inc.