Schedule 13G-Quepasa Corporation as of 2/2010 (00913127).DOC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

QUEPASA CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74833W206

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

oRule 13d-1(b)

SRule 13d-1(c)

oRule 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).



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Fredric W. Levin
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

254,224

6. SHARED VOTING POWER

975,720

7. SOLE DISPOSITIVE POWER

254,224

8. SHARED DISPOSITIVE POWER

975,720



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,229,944
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7%
12.	TYPE OF REPORTING PERSON IN



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Wende A. Cohen
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

19,300

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

19,300



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,300
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%
12.	TYPE OF REPORTING PERSON IN



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Sefra A. Levin
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

3,500

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

3,500



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12.	TYPE OF REPORTING PERSON IN


CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Jesse A. Levin
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

6. SHARED VOTING POWER

2,500

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

2,500



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12.	TYPE OF REPORTING PERSON IN



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Wende Cohen Custodian for Sarah Jane Cohen UTMA
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

13,275

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

13,275



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,275
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1%
12.	TYPE OF REPORTING PERSON OO



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Wende Cohen Custodian for Clayton Alexander Cohen UTMA
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

12,500

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

12,500



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1%
12.	TYPE OF REPORTING PERSON OO



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Fredric Levin Trustee Kim E. Levin Trust
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

7,500

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

7,500



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,500
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1%
12.	TYPE OF REPORTING PERSON OO



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Fredric Levin Trustee Amy G. Levin Trust
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

2,460

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

2,460



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,460
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12.	TYPE OF REPORTING PERSON OO



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Martha J. Levin
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

17,100

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

17,100



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,100
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1%
12.	TYPE OF REPORTING PERSON IN



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Fredric Levin Trustee Martha J. Levin Trust u/t/a/ dated 10/9/1987
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

4,000

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

4,000



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12.	TYPE OF REPORTING PERSON OO



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Fredric Levin Trustee Martha J. Levin Trust u/t/a dated 7/10/1980
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

400

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

400



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12.	TYPE OF REPORTING PERSON OO



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Carla Strobel
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

2,675

6. SHARED VOTING POWER

2,500

7. SOLE DISPOSITIVE POWER

2,675

8. SHARED DISPOSITIVE POWER

2,500



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,175
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12.	TYPE OF REPORTING PERSON IN



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS John Brophy Custodian for Abygaele Evelyn Brophy UTMA
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

2,500

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

2,500



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12.	TYPE OF REPORTING PERSON OO



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS John Brophy Custodian for Catherine Mary Brophy UTMA
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

2,500

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

2,500



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12.	TYPE OF REPORTING PERSON OO



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Fredric Levin Custodian for Henry Levin UTMA
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

1,500

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

1,500



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12.	TYPE OF REPORTING PERSON OO



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Puddy & Doggie, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

19,800

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

19,800



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,800
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%
12.	TYPE OF REPORTING PERSON LLC



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Valcor Partners, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

19,400

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

19,400



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,400
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%
12.	TYPE OF REPORTING PERSON LLC



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Amy L. Greenbaum
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

5,000

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

5,000



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12.	TYPE OF REPORTING PERSON IN



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Marilyn Kern
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

3,000

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

3,000



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12.	TYPE OF REPORTING PERSON IN



CUSIP NO. 74833W206		13G



1.		NAME OF REPORTING PERSONS Fredric Levin Roth IRA
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

None.

6. SHARED VOTING POWER

836,985

7. SOLE DISPOSITIVE POWER

None.

8. SHARED DISPOSITIVE POWER

836,985



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 836,985
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6%
12.	TYPE OF REPORTING PERSON EP

Item 1.

(a)

Name of issuer: Quepasa Corporation

(b)

Address of issuer’s principal executive offices:

7550 E. Redfield Rd., Suite A

Scottsdale, AZ 85260

Item 2.

(a)

Names of persons filing: See Cover Pages, Item 1. This Amendment No. 4 is being filed to reflect the holdings of the Reporting Persons as of December 31, 2009. Fredric Levin Roth IRA is being added as a Reporting Person and each of Kenneth Jay Bagan, Fredric W. Levin IRA Rollover and Fredric W. Levin IRRA FBO Fredric W. Levin have ceased to be Reporting Persons.

(b)

Address of principal business office or, if none, residence:

All Reporting Persons (as defined below), except for the individuals reported below:

c/o Fredric W. Levin

16 S. Main Street #303

Norwalk, CT 06854

Carla Strobel

29 Blue Ribbon Drive

Westport, CT 06880

Jesse A. Levin and/or Sefra A. Levin

30 Beachside Avenue

Westport, CT 06880

John Brophy (as custodian)

373 South River Road

Calverton, NY 11933

Marilyn Kern

225 Central Park West

Apt. 1501

New York, NY 10024

(c)

Citizenship: See Cover Pages, Item 4.

(d)

Title of class of securities: Common Stock (including securities which represent a right to acquire Common Stock pursuant to Rule 13d-3(d)(1))

(e)

CUSIP No.: 74833W206

Item 3. Statement filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c):

Not applicable.

Item 4. Ownership

See Cover Pages, Items 5 through 11.

Amounts shown as beneficially owned are as of December 31, 2009. The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons (as defined below) are based upon 12,719,836 shares of Common Stock outstanding as of November 3, 2009, as reported by the Issuer’s Chief Financial Officer to the Reporting Persons.

The securities are held directly by the various parties listed on the cover pages (the “Reporting Persons”). Fredric Levin shares voting and investment control over such securities (other than 2,675 shares held by Carla Strobel) and may be deemed to be the beneficial owner of such securities. Jesse Levin owns 100% of the interests in Valcor Partners, LLC, but Fredric Levin is its manager and has voting and investment control over the shares held by it. Sefra A. Levin owns 100% of the interests in Puddy & Doggie, LLC, but Fredric Levin is its manager and has voting and investment control over the shares held by it.

By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the securities of the Company. Each Reporting Person disclaims the existence of a “group” and disclaims beneficial ownership of all shares of Common Stock other than any shares reported herein as being owned by him, her or it, as the case may be.

Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See identities of Reporting Persons on cover pages. See disclaimer in Item 4.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below each of the Reporting Persons certifies that, to the best of his, her or 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.

SIGNATURE

Each of the undersigned hereby agrees that this Amendment to Schedule 13G with respect to the shares of Common Stock of Quepasa Corporation has been filed on behalf of the undersigned. After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such entity or individual is true, complete and correct.

Dated: February 3, 2010

Fredric W. Levin

Wende A. Cohen

Sefra A. Levin

Jesse A. Levin

Wende Cohen Custodian for Sarah Jane Cohen UTMA

Wende Cohen Custodian for Clayton Alexander Cohen UTMA

Fredric Levin Trustee Kim E. Levin Trust

Fredric Levin Trustee Amy G. Levin Trust

Martha J. Levin

Fredric Levin Trustee Martha J. Levin Trust u/t/a dated 10/9/1987

Fredric Levin Trustee Martha J. Levin Trust u/t/a dated 7/10/1980

Carla Strobel

Fredric Levin Custodian for Henry Levin UTMA

Puddy & Doggie, LLC

Valcor Partners, LLC

Amy L. Greenbaum

John Brophy Custodian for Catherine Mary Brophy UTMA

John Brophy Custodian for Abygaele Evelyn Brophy UTMA

Marilyn Kern

Fredric W. Levin Roth IRA



By:		/s/ Fredric Levin
		Fredric W. Levin,
		Individually and as
		Attorney-in-fact for the
		above-listed Reporting Persons