||3507 Kyoto Gardens Drive, Suite 320
Palm Beach Gardens, FL 33410
Tel: (561) 478-7077
Fax: (561) 659-0701
September 27, 2011
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Ajay Koduri
Re: Quepasa Corporation / Form S-4
Dear Mr. Koduri:
We are counsel to Quepasa Corporation in connection with Amendment No. 1 to the Registration Statement on Form S-4 filed on August 26, 2011. In connection with our conversations, we have filed Amendment No. 2 to the Registration Statement, which includes a tax opinion as to the material U.S. federal income tax consequences of the merger. Additionally, the Merger Agreement was
amended. As a result, numerous conforming changes were made. Finally, other information has been updated where appropriate.
If you have any questions, please contact me at (561) 478-7077.
/s/ Brian Bernstein