SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CRUZ ERNESTO

(Last)

(First)

(Middle)

AV. L?ZARO CARDENAS N? 4000 - 27A

COL. LAS BRISAS, MONTERREY NUEVO LEO

(Street)

MEXICO

64780

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2007

3. Issuer Name and Ticker or Trading Symbol
QUEPASA CORP [ QPSA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,100⁽¹⁾	D
Common Stock	1,667	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	⁽²⁾	01/18/2018	Common Stock	12,500	$2.49	D

Explanation of Responses:

1. Mr Cruz was granted 5,100 shares of restricted stock which vest in equal monthly installments on the last day of each month through December 31, 2008, subject to continuing service as a director on each applicable vesting date. As of the filing of this Form 3, 2,125 shares are fully vested or will vest within 60-days.

2. Mr Cruz was granted 12,500 options which vest in equal monthly installments on the last day of each month through December 31, 2008, subject to continuing service as a director on each applicable vesting date. As of the filing of this Form 3, 5,028 options are currently exercisable or will vest within 60-days.

	/s/ Ernesto Cruz	04/29/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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