SEC Info - Silberman Michael D - ‘PRRN14A’ on 1/31/02 re: MeetMe, Inc.

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Silberman Michael D – ‘PRRN14A’ on 1/31/02 re: MeetMe, Inc.

On: Thursday, 1/31/02 · Accession #: 1092306-2-28 · File #: 0-25565

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/31/02  Silberman Michael D               PRRN14A                1:116K MeetMe, Inc.                      KMB Solutions, LLC/FA

Revised Preliminary Non-Management Proxy Solicitation Material — Contested Solicitation or Other Situation — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRRN14A     Schedule 14A Amendment No. 1                          39    152K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Election of Directors
1	1st Page - Filing Submission
22	Election of Directors

PRRN14A 1st Page of 39 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A
(RULE 14a-101)
AMENDMENT NO. 1

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [ ]
FILED BY A PARTY OTHER THAN THE REGISTRANT [X]
CHECK THE APPROPRIATE BOX:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

QUEPASA.COM, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARK D. KUCHER, MICHAEL SILBERMAN AND KEVIN DIEBALL
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
==============================================================
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it is determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement no.:

(3) Filing Party:

(4) Date Filed:

PRRN14A 2nd Page of 39 TOC 1st Previous Next ↓Bottom Just 2nd
January __, 2002
URGENT MESSAGE TO ALL QUEPASA SHAREHOLDERS

Dear Fellow Shareholders:

Quepasa's current chairman, Mr. Gary Trujillo, and his associate, Mr. Jay Torok,
of Great Western, may be counting on you to not read the full contents of this
document in order to "slip" their proposed merger transaction through,
categorizing it as "management's recommendation". Stand up for your rights and
protect your investment by fully reading the enclosed proxy materials today.

Management's proxy materials, filed with the SEC on December 15, 2002, fails to
fully and accurately disclose to you what we sincerely believe is material
information concerning the business and personal background of (1) Mr. Gary
Trujillo, and (2) Mssrs. Jay Torok and William Szilagyi, the sole management of
Great Western, a recently incorporated company which principally markets vacant
parcels of land in isolated sections of the southwestern desert ("empty lots").

The information we believe should have been disclosed to you relates
specifically to (1) Mr. Trujillo's past business dealings and (2) the massive
failure, bankruptcy, and investigations resulting from Great Western's
management's prior attempt at running a public company called First National
Realty Associates, Inc.

PRRN14A 3rd Page of 39 TOC 1st Previous Next ↓Bottom Just 3rd
YOU MAY BE SUPRISED BY WHAT YOU READ.

INFORMATION REGARDING JAY TOROK AND WILLIAM SZILAGYI, PROPOSED DIRECTORS

Quepasa's current management, led by Mr. Trujillo, did not disclose in their
proxy materials the following important details, as reported in the Miami
Review, on April 13, 1992; Chicago Tribune, on April 16, 1992; Crains Chicago
Business, on February 25, 1991; Chicago Tribune, on March 6, 1992; Chicago
Tribune, on March 6, 1992; and NASD, Inc. Complaint No.CMS 920005, dated October
19, 1998:

(a) Great Western's founder and principal officer, Mr. Jay Torok, was involved
in the massive failure, bankruptcy, and state regulatory agency investigation
surrounding First National Realty Associates, Inc., his prior attempt at running
a public company. In fact, in the quepasa proxy materials filed on January 15,
2002, at page 71, it gives what purports to be a long-term employment history
for Mr. Torok, dating back to 1986, but fails to mention his founding and
serving as President of First National Realty Associates, Inc., and its
bankruptcy in 1992;

(b) Great Western's other principal officer, Mr. William Szilagyi, was involved
in the massive failure, bankruptcy, and state regulatory agency investigation
surrounding First National Realty Associates, Inc., his prior attempt at running
a public company. In fact, in the quepasa proxy materials filed on January 15,
2002, at page 72, it gives what purports to be a long-term employment history
for Mr. Szilagyi, dating back to 1988, but fails to mention his serving as
President of First National Realty Associates, Inc., and its bankruptcy in 1992;

(c) the NASD investigation and subsequent expulsion of a brokerage firm
partially based on its trading activity in shares of First National Realty
Associates, Inc., while run by Great Western's principal officer, Jay Torok,
which later filed bankruptcy.

This background material, which we believe is highly relevant to your voting
decision has been noticeably and disturbingly omitted from quepasa's and Great
Western's proxy materials.

OUR GROUP REPRESENTS AN ALTERNATIVE TO THE PROPOSED MANAGEMENT AND THE "DESERT
LAND" MERGER; THAT IS WHY WE ARE SENDING YOU THESE PROXY MATERIALS AND ASKING
FOR YOUR VOTE.

We believe management's proposed merger is ill-advised and offers you, as a
shareholder, very limited, if any, real value. Our proposed management team
fully believes "quepasa" to be the best Latin technology brand in the world, and
will diligently attempt to develop the brand as an element of the company's
business. You, the shareholders, gave over $50 million of your money for the
development of the quepasa brand. Don't let that development effort go to waste,
just to receive a minority stock position in a company which principally markets
empty lots in remote desert areas!

PLEASE GIVE YOUR SERIOUS CONSIDERATION TO THE FOLLOWING ISSUES:

1. WHAT THE GREAT WESTERN MERGER WOULD REALLY MEAN TO YOU AS A SHAREHOLDER, IF
IT WERE APPROVED:

The merger proposal between quepasa.com, and Great Western Land and Recreation,
a recently incorporated "real estate" company has been presented by quepasa's
management team (led principally by Mr. Gary Trujillo). Great Western, the
merger candidate, principally markets vacant parcels of real estate ("empty
lots") located in isolated sections of the southwestern U.S. desert. On closer
examination, in reality, what Mr. Trujillo's group asks you to approve is the
following:

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(i) The transfer of all of quepasa's remaining assets to Great Western (a
privately held company controlled by a single shareholder) in exchange for a
minority (as little as 44%) stake, as acknowledged by quepasa's proxy filing on
January 15, 2002: "Current quepasa shareholders will not have control over the
future direction of Great Western";

(ii) the existance of 14,827,175 warrants to purchase Great Western common
shares, held by Great Western's parent, which would give the parent additional
percentage ownership of the surviving entity,

(iii) The immediate de-listing of quepasa shares from the market where they
currently trade, perhaps to resume trading at a later date only in the event
Great Western and its officers and directors are approved for trading on a new
market,

(iv) immediately authorize the management of Great Western (post-merger) to
reverse-split of your shares at a ratio of 1 for 20 (one for twenty) for a
period of two years; in this example, if the split were authorized by your vote
and later effected, a shareholder owning 1,000 shares of quepasa stock would be
left with 50 shares of Great Western stock, which will only trade publicly if
Great Western is approved for listing on a new exchange at a later date.

In our opinion as businessmen, these are complicated proposals, difficult to
understand, unfair to quepasa shareholders, and should be rejected by the
shareholders. The effects of such a merger on quepasa's shareholders are to
effectively transfer all of quepasa's remaining assets, including quepasa's
highly valuable registered trademarks and brand names, to Great Western, in
exchange for very little. Quepasa's management, led by Mr. Trujillo, has worked
hard to portray the Great Western merger as the "only alternative" for quepasa's
shareholders. The concerned stockholders strongly disagree with Mr. Trujillo's
portrayal of the situation, question Mr. Trujillo's true agenda, and do not
understand why Mr. Trujillo and quepasa's current board of directors did not
provide full and accurate disclosure of the backgrounds of certain of Great
Western's officers in their proxy materials.

2. IT IS OUR OPINION THAT GREAT WESTERN SHARES MAY NOT BE APPROVED FOR NEW
LISTING. We truly believe these factual details concerning Mssrs. Torok and
Szilagyi may be materially important for quepasa shareholders to consider in
evaluating the proposed merger and, quite significantly, the possibility, from
our viewpoint, that Great Western may not be approved for a future listing on a
securities exchange, or the process to obtain approval could be burdensome,
time-consuming and expensive, perhaps due to the failure to fully disclose the
backgrounds of several of its officers, including Mr. Torok and Mr. William
Szilagyi, and their failure to make what we believe are material disclosures in
the present SEC filings. In our opinion, there can be no assurance that Great
Western's shares will be approved for trading, and, based on applicable rules,
such approval would only be determined after a regulatory application process,
with both the S.E.C. and N.A.S.D. But, by then, it'll be too late, because the
merger would have been consummated. You need to take the correct action now:
Vote 'AGAINST' the merger with Great Western, so new management can be installed
at quepasa.

3. GREAT WESTERN HAS RECENTLY ACKNOWLEDGED ACCOUNTING DEFECTS. In quepasa's
proxy filing of January 15, 2002, quepasa acknowledged, for the first time, that
Great Western has recently been notified of deficiencies by their accountants.
These deficiencies include: (i) Lack of adequate documentation of journal entry
transactions (in plain English, this means that Great Western has not been able
to provide adequate paperwork to their accountants, to document transfers

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between accounts); (ii) Lack of adequate controls in the accounting software
used by Great Western; and (iii) Lack of formal documentation of filing and
record retention procedures. The concerned stockholders, while not surprised by
these findings, remain suspicious about the true state of Great Western's
business and financial affairs. We encourage quepasa's shareholders to re-read
paragraph (2) above, and strongly recommend your vote "AGAINST" any merger
between quepasa and Great Western.

4. LEGITIMACY AND VALUE OF HISPANIC-ORIENTED MEDIA BUSINESSES WHEN MANAGED
PROPERLY. We believe quepasa's registered trademarks and brand name continue to
represent tremendous value and potential, if developed in conjunction with a
legitimate management team, even with recent declines in the technology sector
of the stock markets. Examples of presently successful Hispanic-oriented media
businesses include Telemundo, Univision and Yupi Internet.

With the continued rapid growth of the Hispanic advertising markets and
population, why has quepasa's current management failed to provide you, the
shareholders, with a more attractive alternative than Gary Trujillo's currently
proposed merger with Great Western? And, in the alternative, why should you, as
a shareholder, authorize the complete sale or liquidation of Quepasa's assets at
arbitrary prices, simply due to market conditions?

5. MANAGEMENT'S REPEATED ATTEMPTS TO BLAME MARKET CONDITIONS. Quepasa's
management (led by Mr. Gary Trujillo) has made much of the public market decline
which occured in 2001 for technology-related issues, while refusing to
acknowledge the value of quepasa's nationally and internationally recognizable
brand. While there can be no dispute that such declines in the public securities
market did occur, our group believes that quepasa's current Chairman has used
market conditions to rationalize his lack of performance and unspecified agenda.
As previously noted, even during times of recent market weakness, several large
Hispanic media participants have continued to enjoy rapid growth and legitimate
merger/acquisition activity.

6. IN OUR OPINION, GREAT WESTERN MAY NOT BE A SUITABLE MERGER CANDIDATE. We have

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read Mr. Trujillo's many press releases related to the proposed Great Western
merger, yet remain puzzled and suspicious about the true motivation behind the
presentation of Great Western as a merger candidate. It should be noted that Mr.
Christopher D. Jennings, a Managing Director of Friedman, Billings & Ramsey, the
investment bank which has been "advising" quepasa throughout the merger process,
and which has "recommended" the Great Western merger to quepasa's shareholders,
was closely associated with Mr. Gary Trujillo, quepasa's current chairman, in
another public company, Cygnet Financial Corp., that failed in its business
operations. In fact, both Mr. Trujillo and Mr. Jennings served on the Board of
Directors of Ugly Duckling Corporation and Cygnet Financial Corp.

The extremely "cozy" relationship between Mr. Trujillo and Mr. Jennings, a
Managing Director of Friedman, Billings, Ramsey & Co., current management's
"independent" investment banking firm "recommending" the proposed Great Western
merger, has existed for many years. Yet current management's Proxy disclosure
materials, filed in October 2001, December 2001, and most recently, January 15,
2002, fail to disclose any relationships whatsoever. Read on. The following was
reported to the SEC in the "Management-Officers and Directors" biographical
section of a filing by Cygnet Financial Corp., on July 22, 1998, less than four
(4) years ago (hyperlink:
http://www.sec.gov/Archives/edgar/data/1064158/0000950153-98-000812.txt):

(In this Cygnet document, reference is also made to Ugly Duckling Corporation
("UDC"), formerly the parent corporation of Cygnet.)

================================================
START OF REPORTED MATERIAL

Christopher D. Jennings has served as a director of UDC since June 1996. Mr.
Jennings currently serves as Managing Director of Friedman, Billings, Ramsey &
Co., Inc., an investment banking firm. Mr. Jennings served as a managing
director of Cruttenden Roth Incorporated, an investment banking firm, from 1995
to April 1998. From 1992 to 1994, Mr. Jennings served as Managing Director of
investment banking at Sutro & Co., an investment banking firm. From 1989 to
1992, Mr. Jennings served as Senior Managing Director at Maiden Lane Associates,
Ltd., a private equity fund. Prior to 1989, Mr. Jennings served in various
positions with, among others, Dean Witter Reynolds, Inc., and Warburg Paribas
Becker, Inc., both of which are investment banking firms. Upon the Effective
Date Mr. Jennings will continue as a director of UDC. See "Certain Relationships
and Related Transactions" and "-- Principal Stockholders."

Gary L. Trujillo is the founder of and has served as President and Chief
Executive Officer of Southwest Harvard Group, a privately held company engaged
in asset management and venture capital activities, since 1990. Prior to forming
Southwest Harvard Group, from 1983 to 1990 Mr. Trujillo was a Wall Street
investment banker working in New York City, initially with Salomon Brothers Inc.
Mr. Trujillo currently is a board member at Norwest Bank, N.A.

================================================
END OF REPORTED MATERIAL

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Don't bother looking for these disclosures in the quepasa proxy materials; they
aren't there.

7. MANAGEMENT'S ATTEMPT TO MINIMIZE THE VALUE OF QUEPASA'S INTERNET RELATED
BUSINESS IN THE PUBLIC EYE IS, IN OUR OPINION, SIMPLY A FEEBLE ATTEMPT TO
JUSTIFY THE GREAT WESTERN MERGER AND WHAT WE CONSIDER TO BE UNFAVORABLE TERMS.
Mr. Gary Trujillo, quepasa's current Chairman, has recently made statements to
the press about the lack of value presented by quepasa's Internet-related
business. We disagree with Mr. Trujillo and do not understand his agenda in the
proposed merger he has set forth with Great Western. It should be noted that
quepasa's Internet-related business generated $2,815,818 in gross revenue, and
$2,611,748 in net revenue, in fiscal year 2000.

8. RECENT SELF-DEALING BY MANAGEMENT. As clearly set forth in Note 10 to the
quepasa.com, Inc. Condensed Consolidated Financial Statements, at Page F-62 of
the management's proxy materials, on October 11, 2001, quepasa (acting under the
direction of Gary Trujillo) loaned $500,000 cash to Great Western. , Great
Western then, we believe, used those funds to purchase shares of quepasa stock
in the open market, in our opinion, so Great Western could vote those shares and
defeat any chance that quepasa shareholders would not approve the merger. What
possible benefit did YOU, the quepasa shareholders, derive from this loan?

Subsequently, also as clearly set forth in Note 10 to the quepasa.com, Inc.
Condensed Consolidated Financial Statements, at Page F-62 of the management's
proxy materials, Mr. Trujillo paid himself $700,000 (Seven Hundred Thousand
Dollars) cash from quepasa's corporate treasury (about 20% of quepasa's
remaining assets), in connection with the termination of his employment
agreement. What possible benefit did YOU, the quepasa shareholders, derive from
this payoff?

YOU, the shareholders, with your votes, have the power to prevent the outcome of
a scheme which, in our opinion, is designed to dominate the public vote through
what we believe is an egregious misuse of corporate assets.

9. IN OUR OPINION, THE GREAT WESTERN "MERGER TERMINATION" FEE REPRESENTS A
DESPERATE ATTEMPT BY MR. TRUJILLO AND MR. TOROK TO COERCE QUEPASA'S SHAREHOLDERS
TO APPROVE THE AGENDA OF MSSRS. TRUJILLO AND TOROK. Mr. Trujillo and Mr. Torok,
possibly to insure that their financial or other unspecified agenda is met, and
what we believe is to the detriment of quepasa's shareholders, have agreed to a
$500,000 punitive measure which, in our opinion, seeksto financially "punish"
quepasa's shareholders should the proposed merger be defeated by your vote. We
view this approach by management to get your vote to be patently unfair and a
bad faith act by current management.

We believe that shareholders are entitled to the independent right to exercise
their vote, without being coerced by management, particularly where management
stands to benefit personally from a transaction. It is our opinion that the
"Merger Termination Fee", as specified above, constitutes an unconscionable
penalty. The $500,000 penalty, representing over 1/5 (one-fifth) of quepasa's
remaining assets, would be like punishing the shareholders of IBM by penalizing
them billions of dollars (one-fifth of the entire net worth of IBM) if they
failed to enter into a prospective merger with another entity. In our opinion,
the termination fee is a psychological weapon, bordering on a form of commercial
blackmail, and is disproportionate to any actual damages. The termination fee
has the practical effect of attempting to intimidate YOU, the shareholders, to
go along with the Great Western deal, and if you don't, up to at least $500,000
is "out the window", so to speak. The termination fee is punitive, it is
unconscionable, and for the reasons discussed above, and other reasons,
including the apparent non-disclosure of the backgrounds of certain officers
associated with Great Western, we believe the $500,000 "Merger Termination Fee"
to be a highly irresponsible attempt by current management to punish the quepasa
shareholders.

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It should be noted that, with increasing frequency, quepasa (under the direction
of Mr. Trujillo) appears, in our opinion, "eager" to pay large sums of money to
Great Western. The Concerned Stockholders question the motives and interests of
quepasa's management in making such payments, particularly the motives and
interests of Mr. Gary Trujillo, quepasa's current Chairman.

10. OUR LAWSUIT TO HOLD TRUJILLO ACCOUNTABLE. We believe the actions mentioned
in paragraphs 8 and 9 above may constitute breaches of Mr. Trujillo's fiduciary
duties as an officer of quepasa. Additionally, we do not understand why
quepasa's board of directors would have authorized such actions, particularly
taking into account the backgrounds of certain of Great Western's officers. For
this reason, on December 19, 2001, two of the concerned stockholders, Mr. Kucher
and Mr. Silberman, filed an action in the Superior Court for the State of
Arizona in Phoenix against Mr. Trujillo and certain officers and directors of
quepasa and Great Western. The action seeks compensatory and punitive damages.
The action also seeks to enjoin Great Western and Gary Trujillo from voting any
shares of quepasa common stock acquired with the proceeds of a the $500,000 loan
made to Great Western or approval and the $700,000 payment which Gary Trujillo
paid to himself, in October, 2001. However, in spite of these facts, on January
29, 2002, we voluntarily dismissed this Arizona lawsuit, without prejudice to
our right to re-file it after the shareholders meeting, if we determine it would
be appropriate to do so.

11. WE ARE NOT SIMPLY A "DISSENTER" GROUP. Gary Trujillo has repeatedly
referred, in his proxy materials filed with the S.E.C. on December 11, 2001, to
our group simply as "dissenting shareholders", presumably to address
anticipated/feared opposition to (a)his "real estate" merger; (b) removal of
$500,000 of YOUR company's cash assets in part to buy quepasa stock and vote it
in favor of the Great Western merger; and (3) and our efforts to install
competent management in the Company. While focusing your attention on our group
in a negative context, current management (Mr. Trujillo) conveniently failed to
mention that a member of our proposed advisory board, Mr. Jeffrey Peterson, is
the original founder of quepasa.com, the same individual who created quepasa's
business, obtained the initial financing for quepasa, and orchestrated the
filing of the original public offering for quepasa. In addition, Mr. Peterson
formed the initial board of directors, including Mr. Figueres, Trujillo, and
Colangelo. After forming quepasa's initial board of directors and filing it's
initial public offering, Mr. Peterson gave Mr. Trujillo his job as President and
C.E.O. of quepasa, completely entrusting him with the business. About 90 days
later, Mr. Trujillo removed Mr. Peterson from the company, effectively obtaining
"total control" of quepasa, which Trujillo has maintained for over two years
while he never held an annual shareholder's meeting, effectivley denying YOU,
the shareholders, a voice in any corporate matters. Now Mr. Trujillo, after
presiding over the company while it has lost over $300 million of market value
from its high, has rewarded himself with a $700,000 cash payment, and asks you
to approve his proposed merger with Great Western, leaving him as a Director of
the merged company! In the alternative, he asks you to authorize him to
liquidate all of quepasa's assets in any manner he chooses. We consider both
alternatives to be, at a minimum, unacceptable, and possibly disastrous for YOU,
as a shareholder.

12. IT IS NOT TOO LATE TO SAVE QUEPASA; YOU ARE ENCOURAGED TO REVIEW THE
BACKGOUND AND EXPERIENCE OF THE INDUSTRY PROFESSIONALS LISTED ON OUR PROPOSED
BOARD OF DIRECTORS AND ADVISORY BOARD. Our Director Nominees have been briefed
on all details of both quepasa's challenges and opportunities. Our proposed

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Advisory Board includes technology executives who will commit to use their best
efforts to obtain new financing for the rebuilding of quepasa's business or the
selection of a legitimate merger candidate.

13. NO REVERSE SPLIT, OR LIQUIDATION SHOULD BE AUTHORIZED. Our Director Nominees
will take all action necessary to insure that the quepasa shares are not subject
to a "reverse split" which would decrease the number of shares quepasa
shareholders own, such as the reverse split Mr. Trujillo and his associates have
asked you to authorize in connection with their proposed merger with the "desert
land" company; A liquidation of quepasa's shares would give current management
the total discretion over the use and control of the remaining assets of
Quepasa; they could manage the assets in any manner they see fit, including sale
of quepasa's assets to Great Western or other entities at arbitrary prices.

14. THE GREAT WESTERN MERGER, IF APPROVED, WOULD RESULT IN THE IMMEDIATE
DE-LISTING OF QUEPASA'S SHARES. Your shares would only trade publicly if the
surviving entity were approved for a new listing at a later date, after an
extensive regulatory review of Great Western's business and the persons and
officers associated with Great Western. Our Director Nominees have no plans to
de-list Quepasa's shares, and will take all action necessary to insure that the
quepasa shares will remain trading in a public marketplace.

15. IN OUR OPINION, IT IS UNCERTAIN WHETHER GREAT WESTERN SHARES WOULD EVER BE
APPROVED FOR TRADING ON NASDAQ NMS, SMALLCAP, OR OTHER STOCK MARKETS. In
quepasa's proxy filing of January 15, 2002, quepasa's management, led by Mr.
Trujillo, attempts to justify the need to reverse split your shares of quepasa
stock in connection with his proposed merger with Great Western, referencing
certain requirements set forth by the National Market System of the Nasdaq Stock
Market (Nasdaq N.M.S.), the Nasdaq SmallCap market, and other, unspecified
exchanges. The Concerned Stockholders feel it is essential for quepasa
shareholders to understand that, in our opinion, it is uncertain whether Great
Western's shares will ever be approved to trade publicly on any of these
exchanges due to the high standards for listing set forth by the exchanges and
the potential that the company may not be able to meet those standards. For that
matter, it may be very difficult forGreat Western's shares to even be approved
to trade on the O.T.C. Bulletin Board, in light of recent accounting
deficiencies related to Great Western's business which were reported by
quepasa's proxy filing of January 15, 2002, and the O.T.C. Bulletin Board
requirement that listed companies have current audited financial statements.
Again, the concerned stockholders question the true motives behind Mr. Trujillo
and Mr. Torok's proposition to reverse split your shares in connection with
their proposed merger.

16. RECENT RAPID DECLINES IN CASH BALANCE OF QUEPASA'S ACCOUNTS. In quepasa's
proxy filing of 10/16/2001, quepasa reported that it had approximately $3.6
million in cash and cash equivalents, after making the loan to Great Western.
Including the $500,000 which quepasa's Chairman, Gary Trujillo, loaned to Great
Western without shareholder approval, which allegedly has been adequately
collateralized by certain assets of Great Western, quepasa should have had
approximately $4.1 million in cash assets as of October, 2001. The loan to Great
Western becomes fully due and payable to quepasa on April 11,
2002, regardless of the approval or disapproval of the proposed merger.

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Now, in quepasa's proxy filing of January 15, 2002, quepasa reports it expects
to have a $600,000 "shortfall", from the $2.5 million which was required to
complete the Great Western merger, or only $1.9 million, cash, on hand, at the
end of February, 2002, yet Great Western remains willing to merge with quepasa,
again causing the Concerned Stockholders to question the motives behind the
Great Western merger proposal.

Quepasa's management makes an attempt to blame the cash shortfall on the
Concerned Stockholders, and the recent legal action they filed against Mr.
Trujillo to hold him accountable. It should be noted that the legal action in
Maricopa County Superior Court was only recently filed, on December 19, 2001, or
approximately one month prior to quepasa's new claim that a decrease of $600,000
in quepasa's cash balance can be attributed to expenses of defending that
action.

The Concerned Stockholders, while not surprised, remain baffled by a decrease of
over $3,800,000 in cash from quepasa's bank accounts in the past six months, and
particularly the decrease of $2,200,000 since mid-October 2001, while quepasa's
current management (led by Mr. Trujillo) has repeatedly emphasized the
conservation of quepasa's assets. Quepasa has reported that it cancelled all of
it's major obligations, including it's office lease, practically it's entire
payroll, and other material expenses. Because quepasa is not operating a
business at this time, and for other reasons, we do not understand why cash is
disappearing from quepasa's bank account at such alarming rates.

IT SHOULD BE NOTED THAT THE GREAT WESTERN MERGER, IF APPROVED, WILL RESULT IN
THE IMMEDIATE DE-LISTING OF QUEPASA'S SHARES.

Your shares would only trade publicly if the surviving entity were approved for
a new listing at a later date, after an extensive regulatory review process. Our
Director Nominees have no plans to de-list quepasa's shares, and will take all
action necessary to insure that the quepasa shares will remain trading in a
public marketplace.

SEND THE CURRENT QUEPASA BOARD OF DIRECTORS A MESSAGE THEY CAN'T IGNORE - HOLD
THEM ACCOUNTABLE FOR THEIR PAST CONDUCT-- VOTE THE ENCLOSED BLUE PROXY CARD
TODAY!

FOR QUESTIONS OR CLARIFICATION REGARDING OUR PROPOSAL, PLEASE CONTACT OUR PROXY
SOLICITOR, ALLEN NELSON & CO., TOLL FREE, AT 800-932-0181, OR VIA E-MAIL AT
ANCO@WORLDPROXY.COM

Sincerely,

Michael Silberman
Chief Stockholder Protection Officer
Concerned Stockholders

NOTICE OF ANNUAL MEETING

quepasa.com, inc. will hold its annual meeting of shareholders at Glen Eagles
Restaurant, 3700 North Carson Street, Carson City, Nevada at 10:00 a.m. local
time, on February 28, 2002, or at any adjournment or postponement of the
meeting. The purpose of the meeting is to consider proposals to:

(1) Elect five directors to serve a one-year term, with the understanding that
if the merger agreement with Great Western were to be approved, the directors
elected at the annual meeting shall resign as of the closing of the merger;

(2) Vote on the merger agreement pursuant to which quepasa would become a
wholly-owned subsidiary of Great Western Land and Recreation, Inc., and the
additional transactions contemplated by the merger agreement;

(3)In the event the merger were approved, Authorize the Great Western board of
directors to effect a reverse stock split of one share for up to 20 shares of
Great Western common stock outstanding at any time prior to or during the 24
month period following the closing of the merger; this split, if authorized,
would reduce the number of shares held by each quepasa's shareholder by a
quantity of 20.

(4) Authorize the quepasa board of directors to elect to completely liquidate
quepasa in the event the merger is not approved by the quepasa shareholders or
the merger agreement is terminated, granting full and unfettered authorization
to quepasa's current management to dispose of quepasa's remaining assets at
arbitrary prices; and, at the discretion of the board of directors, to
distribute all remaining cash after payment of all debts and expenses, to the
quepasa shareholders and to dissolve quepasa;

(5) Ratify the appointment of KPMG LLP as quepasa's independent auditors through
the closing date of the merger; and

(6)Transact any other business that may properly come before the annual meeting
and any adjournments or postponements thereof.

The accompanying proxy statement/prospectus discusses the merger agreement and
the proposed merger. Please read this information carefully before you vote.

Only holders of record of shares of our common stock outstanding on January 7,
2002, will be entitled to vote at the annual meeting and any adjournments or
postponements thereof.

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Under Nevada law, dissenting shareholders who were record shareholders of
quepasa immediately prior to the effectiveness of the merger may seek an
appraisal of the fair value of their shares, exclusive of any element of value
arising from the expectation or accomplishment of the merger, together with a
fair rate of interest, if any, to be paid thereon. Any dissenting shareholder
who wishes to exercise this right to an appraisal must do so by making written
demand to quepasa at the address set forth in the proxy statement/prospectus,
which must be received before the taking of the vote on the merger, and by
following certain other procedures set forth in Section 92A of the Nevada
General Corporation Law. In the event that holders of more than 20% of the
[GRAPHIC OMITTED] outstanding common stock of quepasa on the record date dissent
from approval of the merger, Great Western is not required to consummate the
merger. This Notice of Annual Meeting of Shareholders is being mailed on or
about January __, 2002 to record shareholders of quepasa on January 7, 2002, the
record date.

YOUR VOTE IS VERY IMPORTANT. PLEASE SUBMIT YOUR PROXY ACCORDING TO THE
INSTRUCTIONS ON THE ATTACHED PROXY CARD.

Sincerely,
Michael Silberman
Chief Stockholder Protection Officer
Concerned Stockholders

January __, 2002

2002 ANNUAL MEETING OF STOCKHOLDERS
OF
QUEPASA.COM, INC.
FEBRUARY 28, 2002

PROXY STATEMENT
OF
MARK D. KUCHER, MICHAEL SILBERMAN AND KEVIN DIEBALL
INTRODUCTION

This proxy statement and BLUE proxy card are being furnished to you in
connection with the solicitation of proxies by MARK D. KUCHER ("KUCHER"),
MICHAEL SILBERMAN ("SILBERMAN") and KEVIN DIEBALL ("DIEBALL"), together referred
to as the "CONCERNED STOCKHOLDERS", to be used at the 2002 Annual Meeting of the
stockholders of QUEPASA.COM, INC., a Nevada corporation ("QUEPASA" or the
"COMPANY"), to be held, according to the Company, at 11:00 a.m., local time, on
February 28, 2002, at the Glen Eagles Restaurant, Carson City, Nevada, and at
any adjournments or postponements thereof (the "ANNUAL MEETING").

At the Annual Meeting, five (5) Directors of Quepasa will be elected for a
one-year term expiring at the 2003 annual meeting of the Company's stockholders.
We are soliciting your proxy in support of

(1) Your vote "FOR" the election our five nominees Mssrs. Silberman, Kucher, Lu,
Duch and Mazursky) as Directors of the Company;

(2) Your vote "AGAINST" the merger agreement pursuant to which quepasa will
become a wholly-owned subsidiary of Great Western Land and Recreation, Inc., and
the transactions contemplated by the merger agreement;

(3) Your vote "AGAINST" any authorization for the Great Western board of
directors to effect a reverse stock split of one share for up to 20 shares of
Great Western common stock outstanding at any time prior to or during the 24
month period following the closing of the merger;

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(4) Your vote "AGAINST" any authorization for the quepasa board of directors to
elect to completely liquidate quepasa in the event the merger is not approved by
the quepasa shareholders or the merger agreement is terminated and, at the
discretion of the board of directors, to distribute all remaining cash after
payment of all debts and expenses, to the quepasa shareholders and to dissolve
quepasa;

(5) Your vote "AGAINST" ratification of the appointment of KPMG LLP as quepasa's
independent auditors through the closing date of the merger; and

(6) Your vote "FOR" the authorization to transact any other business that may
properly come before the annual meeting and any adjournments or postponements
thereof.

If elected, Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky each will support
and advocate, consistent with his fiduciary obligations, a program that will
include:

- the immediate analysis and, if warranted, coordination of a possible follow-on
public offering, private placement, or joint venture of the Company; and

- concerted, professional efforts to bring true value and liquidity to the
quepasa stock.

Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky are all committed to increasing
stockholder value by supporting and advocating the plans and proposals described
in this proxy statement and making your company's management more responsive to
its stockholders. Our interest is the same as yours -- to grow the value of each
stockholder's investment in quepasa.

Quepasa has publicly announced that the record date for determining stockholders
entitled to notice of and to vote at the Annual Meeting is January 7, 2002 (the
"RECORD DATE"). Stockholders of record at the close of business on the Record
Date will be entitled to one vote at the Annual Meeting for each share of the
Company's common stock, $.001 par value (the "COMMON STOCK"), held by them on
the Record Date. As set forth in the proxy statement of the Company filed with
the Securities and Exchange Commission ("SEC") on January 7, 2002 (the "COMPANY
PROXY STATEMENT"), as of the close of business on the Record Date there were
17,163,291 shares of Common Stock issued and outstanding.

The Concerned Stockholders are first furnishing this proxy statement and BLUE
proxy card to stockholders on or about January __, 2002.

The Company's principal executive offices are located at c/o Rob Taylor, 5115 N.
SCOTTSDALE ROAD, SUITE 101, SCOTTSDALE, ARIZONA 85250

IMPORTANT

At the Annual Meeting, the Concerned Stockholders are seeking (i) to have you
elect Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky as Directors of the
Company.

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The election of Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky requires the
affirmative vote of the plurality of shares present in person or by proxy at the
Annual Meeting and entitled to vote on the election of Directors. Only shares of
Common Stock that are voted in favor of a particular nominee will be counted
toward such nominee's attaining a plurality of votes. YOUR VOTE IS IMPORTANT.
PLEASE ACT TODAY.

WE URGE YOU TO SIGN, DATE AND MAIL TODAY THE ENCLOSED BLUE PROXY VOTING "FOR"
THE ELECTION OF MSSRS. SILBERMAN, KUCHER, LU, DUCH, AND MAZURSKY AND "AGAINST"
THE PROPOSALS FOR A MERGER, REVERSE STOCK SPLIT AND DISSOLUTION OF THE COMPANY.

A VOTE FOR MSSRS. SILBERMAN,KUCHER, LU, DUCH, AND MAZURSKY WILL PROVIDE YOU --
THE TRUE OWNERS OF THE COMPANY -- WITH REPRESENTATIVES ON YOUR COMPANY'S BOARD
OF DIRECTORS WHO ARE COMMITTED TO INCREASING THE VALUE OF YOUR STOCK.

WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE COMPANY. IF YOU HAVE
ALREADY DONE SO, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE AND INSTEAD VOTE "FOR"
THE ELECTION OF MSSRS. SILBERMAN, KUCHER, LU, DUCH, AND MAZURSKY AND "AGAINST"
THE PROPOSALS FOR A MERGER, REVERSE STOCK SPLIT AND DISSOLUTION OF THE COMPANY,
SIMPLY BY DOING ONE OF THE FOLLOWING:

(1) Sign, date and mail the enclosed BLUE proxy card, which must be dated after
any proxy you may have already submitted to the Company, to us at the following
address:

Allen Nelson & Co.
P.O. Box 16157
Seattle, WA 98116
FAX: (206) 938-2072
- or -

(2) Vote in person at the Annual Meeting.

FOR QUESTIONS OR CLARIFICATION REGARDING OUR PROPOSAL, OR IF YOU NEED
ASSISTANCE, PLEASE CONTACT OUR PROXY SOLICITOR, ALLEN NELSON & CO.,, TOLL FREE,
AT 800-932-0181 , OR VIA E-MAIL AT ANCO@WORLDPROXY.COM.

SEE 'HOW TO DELIVER YOUR PROXY' BELOW FOR MORE INFORMATION.

REMEMBER, ONLY YOUR MOST RECENTLY DATED PROXY COUNTS.

PRRN14A 14th Page of 39 TOC 1st Previous Next ↓Bottom Just 14th
WHO ARE WE?

We, the Concerned Stockholders, are not just "dissenting shareholders" or
"recent opportunists",as characterized by quepasa's (Gary Trujillo's) proxy
materials.To the contrary- we are sincerely concerned about the future of
quepasa, and especially its proposed business operations. A Consultant to our
group, and a member of our proposed Advisory Board, Jeffrey Peterson,is the
original founder of quepasa; he was very instrumental in the original business
plan for quepasa, and represents a major consideration to the plan our proposed
Directors propose to pursue, when elected. Mr. Peterson is the person who:

1) created quepasa and its brand;

2) raised the initial money to fund quepasa;

3) hired the initial board of directors of the company, including Mssrs.
Figueres, Trujillo, and Colangelo;

4) filed the original initial public offering of the company;

5) gave Mr. Trujillo his job as President and CEO of quepasa.com, before he
ousted several of us from our positions about 90 days later; and

6) created over $140 million of value for quepasa's shareholders in 1999.

We are also experienced investors who invest our capital in public and private
companies, including a number of companies in the technology industry. Our goals
include identifying, creating and increasing stockholder value in each company
in which we invest, and we believe our years of investing experience have
enabled us to identify companies whose stockholder value has room to grow.

Information concerning Mssrs. Silberman and Kucher is set forth in their
biographies in the section below, entitled "OUR NOMINEES FOR DIRECTORS".

Mr. Kevin Dieball is an experienced high net worth private investor who has
never been fined, censured, or the subject of formal inquiry by any securities
organization.

WE ARE INTIMATELY FAMILIAR WITH QUEPASA'S BUSINESS AND WHAT WE BELIEVE IS
REQUIRED TO FIX IT: NEW MANAGEMENT.

We believe that stockholders like you are the true owners of their companies. So
if a company in which we have invested is, in our opinion, being poorly managed,
we will often try to speak with its management about our concerns. However,
where, as in the present case, management and/or its Board of Directors refuses
to even listen to our suggestions or if, in our opinion, its plans are not
prudent from a business judgment standpoint, or do not adequately address
increasing the company's stock price, we are forced to plead our case to our
fellow stockholders. This is why we have undertaken, at our own considerable
expense, to solicit your proxies.

AT THIS POINT, SELECTION OF COMPETENT MANAGEMENT IS THE MOST CRITICAL, AND
REALLY THE ONLY DECISION YOU HAVE TO MAKE.

Quepasa's major asset at this time is its name and registered trademarks, which
still present, in our opinion, extraordinary opportunity in the right hands,
even with the recent declines in the technology sector.

It should be pointed out that Telemundo, one of quepasa's early investors,
recently announced a $2.7 billion dollar merger with N.B.C., a major television
network. Quepasa, as a corporation, owns registered trademarks for the quepasa
name, not only in the United States, but also most of the principal Latin

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international markets, Spain, Mexico, Columbia, to name a few. We believe
quepasa's brand and registered trademarks continue to represent extraordinary
value to quepasa's shareholders, if developed by a legitimate management team,
even with recent declines of publicly traded stocks in the technology sector.

Quepasa, in the wake of years of self-dealing and mismanagement by Mr. Trujillo,
doesn't have an existing business, and the only way it ever will have a real
business, one that will establish and maintain shareholder stock value, is if a
competent, experienced management team is selected by you, the shareholders.

Your selection of management really boils down to a choice between either:

1. The Concerned Shareholders, their proposed Directors and their proposed
Advisory Board, which includes quepasa's original founder, Mr. Jeffrey Peterson,
and their desire to rebuild quepasa as a business;

2. TRUJILLO and his associates, who are now focusing their efforts to merge your
shares with a privately-held company which offers for sale vacant parcels of
real estate in remote desert areas ("empty lots"), leaving you with a minority
ownership position in that company, followed by the authorization of a 1 for 20
reverse stock split, further diluting your ownership, followed by the voluntary
de-listing of your stock shares from their current marketplace; while
authorizing Mr. Trujillo, Mr. Torok, and other officers to pay themselves
hundreds of thousands of dollars of quepasa's remaining cash in the process. It
should be noted that Mr. Torok's background includes a the massive failure and
bankruptcy of First National Realty Associates ("First National"), a company
investigated by Illinois real estate authorities in 1992. In addition, in 1996 a
NASD member firm was fined a record $10 million for securities fraud and
expelled from membership in connection with sales of stock in First National,
the firm of which Torok was both founder and Chairman. Certain of Mr. Torok's
associates who were also formerly associated with First National, including Mr.
William Szilagyi, are also listed as a part of quepasa and Gary Trujillo's
proposed merger transaction.

The above described factual details may be important for quepasa shareholders to
consider in evaluating the proposed merger with Great Western, and, quite
significantly, the possibility that Great Western may not be approved for a
future listing on a securities exchange due to the failure to disclose the
business backgrounds of several of its officers, including Mr. Trujillo, Mr.
Torok and Mr. Szilagyi.

PLEASE READ THE TERMS OF THE MERGER PRESENTED BY QUEPASA, UNDER GARY TRUJILLO'S
DIRECTION, CAREFULLY BEFORE YOU SIMPLY CHOOSE TO VOTE "WITH MANAGEMENT" WITHOUT
YOUR OWN CONSIDERATION OF THE ISSUES. IT IS OUR OPINION THAT MR. TRUJILLO AND
HIS ASSOCIATE, MR. TOROK, OF GREAT WESTERN, ARE COUNTING ON YOU, THE
SHAREHOLDERS, TO CASUALLY REVIEW THE TERMS OF THEIR PROPOSED MERGER, HOPING TO
"SLIP" THEIR MERGER THROUGH.

WHY ARE WE MAKING THIS SOLICITATION?

THE CONCERNED STOCKHOLDERS, CURRENTLY WITH A COLLECTIVE OWNERSHIP OF
APPROXIMATELY 22% OF QUEPASA'S COMMON STOCK, ARE HIGHLY CONCERNED BY
THECOMPANY'S OPERATING PERFORMANCE AND LOW STOCK PRICE. WE BELIEVE OUR NOMINEES
WILL BE MORE RESPONSIVE TO EXPLORING DIFFERENT ALTERNATIVES IN AN ATTEMPT TO
INCREASE BUSINESS OPPORTUNITIES AND STOCKHOLDER VALUE.

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WE ARE ALSO VERY CONCERNED THAT THE CURRENT MANAGEMENT AND PROPOSED DIRECTORS
ARE ENGAGING IN SELF-DEALING AND A PROPOSED MERGER THAT IS IN THEIR FINANCIAL
BEST INTERESTS AND TO THE DISTINCT DISADVANTAGE OF YOUR INTERESTS AS THE
SHAREHOLDERS OF THE COMPANY.

WHY SHOULD YOU SUPPORT OUR NOMINEES?

WE BELIEVE MSSRS. SILBERMAN, KUCHER, LU, DUCH, AND MAZURSKY TO BE HIGHLY
QUALIFIED NOMINEES WHO ARE EACH COMMITTED TO DEVELOPING THE BUSINESS OF THE
COMPANY, IN A MANNER UNRELATED TO SELF-DEALING OR PERSONAL FINANCIAL GAIN, AND
INCREASING VALUE FOR ALL COMMON STOCKHOLDERS.

Our nominees have great interest in advocating the interests and rights of
quepasa's stockholders, and they take your concerns seriously. If elected,
Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky will all seek to increase your
stockholder value through their advocacy and support of, consistent with their
fiduciary obligations, a program that will include:

a. the immediate analysis and, if warranted, coordination of a possible
follow-on public offering, joint venture, or private financing of the Company to
pursue its business operations and marketing of the "QUEPASA" brand.

b. a unbaised search for a legitimate merger candidate, one who would pay an
acceptable premium for quepasa's assets.

Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky also would encourage Quepasa's
Board of Directors:

(i) to seek immediate financing for the company's proposed business of
developing the "QUEPASA" brand name,

(ii) to insist that management dedicates its full time to running this Company,
and resign from all other management positions at other public companies,

(iii) to steer quepasa on a path that would generate attention and media
coverage of quepasa on Wall Street, and

(iv) to implement protective measures that would prevent current and proposed
management of quepasa, including Mr. Trujillo, the current Chairman of quepasa,
from taking advantage of their management positions to pursue a merger that is
in their personal financial interest and contrary to the interests of the other
shareholders of quepasa.

Based upon the history of each of our nominees working to increase stockholder
value while serving on the boards of various companies, we believe that Mssrs.
Silberman, Kucher, Lu, Duch, and Mazursky would be FIVE FORCEFUL VOICES ON YOUR
BOARD by encouraging the implementation of all of these plans, which we strongly
believe would increase stockholder value. See "ELECTION OF DIRECTORS" below for
more information concerning our nominees.

While it is our hope and good faith belief that the election of our Nominees and
the defeat of the proposals to merge, reverse split the shares and dissolve the
company should contribute significantly to the increase of stockholder value,
there can be no assurances of such results.

Although our nominees intend to seek immediate financing, they have not entered
into any discussions or negotiations concerning such financing, and there is no
assurance they would be able to obtain any financing on terms favorable to the
company, or at all.

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WHY IS MR. TRUJILLO SO HOSTILE TOWARDS JEFFREY PETERSON?

In the Proxy filed by current management, Mr. Trujillo expends great effort to
cast Jeffrey Peterson in a bad light. We believe it is purely a personal
vendetta Mr. Trujillo is pursuing and find no basis for the unwarranted personal
attack.

The truth about Mr. Peterson's association with the Company he founded:

In 1999, Nasdaq denied quepasa's listing application because, as the staff
stated, they "did not understand" Mr. Peterson's sale of quepasa common stock to
Mr. Richard Whelan, a person who (a) had been fined and sanctioned for violating
regulations of the National Association of Securities Dealers and the Arizona
Corporate Commission and (b) became the subject of a civil action brought by the
Securities and Exchange Commission. It should be noted that Mr. Peterson himself
has never been fined, sanctioned, or convicted by any state or federal
securities organization or any court of law in the United States or elsewhere.

When Nasdaq denied quepasa's listing application, Mr. Peterson had the
opportunity to attend a hearing and dispute Nasdaq's opinion. Rather than
outwardly refusing Nasdaq's interpretation of events, Mr. Peterson informally
"agreed to disagree" with Nasdaq, and acted quickly to assure the successful
completion of quepasa's public offering; voluntarily placing all of his shares
of quepasa stock, which at the time were worth over Twenty Million Dollars
($20,000,000.00), into a five-year voting trust controlled by Mr. Trujillo and
Mr. Siedman, and agreeing not to sell any of those shares for a period of two
years. Having voluntarily removed himself as a topic of debate, Mr. Peterson
remained on quepasa's board of directors and assumed the role as quepasa's Chief
Technical Officer. A largely successful public offering, most of which had been
orchestrated by Mr. Peterson, followed just days later.

Since Mr. Peterson has never been the subject of any civil or criminal penalty
in any court proceeding in any jurisdiction, we do not understand why Mr.
Trujillo has consistently attempted to paint a negative and sinister picture of
his background, when no such background exists.

Mr. Peterson has consistently and fervently disagreed that he is in any way
"associated" with Richard Whelan because quepasa accepted investment from Mr.
Whelan. In this context, it should be noted that Mr. Peterson clearly CAN be
associated with Mr. Trujillo, as it was Mr. Peterson who voluntarily demoted
himself, and hired Mr. Trujillo as President and C.E.O. of quepasa; although Mr.
Peterson disclaims responsibility for the decline in quepasa's share price and
the transactions between Mr. Trujillo andthird parties subsequent to Mr.
Trujillo's assumption of his management positions. In addition, Mr. Peterson CAN
be associated with most other quepasa executives and directors, including
Messrs. Figueres and Colangelo, as well as Robert Taylor, the current President
of quepasa, because Mr. Peterson interviewed and later appointed those
individuals to their initial positions within the company. For that matter,
ironically, it should be mentioned that Mr. Peterson, while he was President and
C.E.O. of quepasa, even hired the law firm responsible for authoring the proxy
materials opposing ours; that same law firm continues to represent quepasa (at
the direction of Mr. Trujillo) to this day.

On the other hand,when reflecting on Mr. Trujillo's true motives for attacking
Mr. Peterson, it should be noted that Mr. Trujillo fired and caused quepasa to
file suit against Mr. Peterson and his wife approximately ninety days after Mr.
Peterson gave Mr. Trujillo his job as President of quepasa. Mr. Trujillo
subsequently dismissed and settled the lawsuit against Mr. Peterson and his wife
ninety days later, with not so much as a single court appearance.

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The concerned stockholders ask you to consider the following:

(A) When presented with a challenge, quepasa's founder, Jeffrey Peterson,
immediately locked up over $20 million worth of his own personal stock, and
demoted himself, to insure quepasa's successful and immediate public offering;

(B) Gary Trujillo, two years after firing Mr. Peterson, in October 2001, after
leading Quepasa, as its C.E.O., to the point of total business and financial
failure, paid himself $700,000 (over 20% of the company's remaining cash),
citing this as a "benefit" to the stockholders of quepasa, as it was a discount
from the $1,200,000 that the company allegedly owed to him.

Which of these two executives do you feel truly has your and quepasa's best
interests at heart?

WHAT IS WRONG WITH QUEPASA?

A. SIGNIFICANT DROP IN STOCK PRICE (FROM $16.00 TO $.16) SINCE NOVEMBER 1999!!

The numbers tell the story.

Since November 1999, quepasa's Common Stock price went from above $16.00 down to
$.16 on December 31, 2002. Thus, a DOLLAR invested in quepasa stock in November
1999, is now worth ONLY a PENNY!

In our opinion, quepasa's current Board has made no progress in increasing the
Common Stock price for several years. We are highly confident that quepasa's
poor Common Stock price performance is of great concern to all of quepasa's
stockholders, as it has been to us for some time.

We currently hold 3,861,243 shares of Common Stock, or approximately 22% of the
Company's Common Stock. We continue to hold shares of Common Stock because we
believe that, if our Director Nominees are elected, they will work diligently in
their efforts to successfully operate the company's business and will seek to
reverse the general downward spiral of the Company's stock price and increase
value for all quepasa's stockholders. In our opinion, the election of Mssrs.
Silberman, Kucher, Lu, Duch, and Mazursky to the Board is the key step in the
hopeful resurgence of Quepasa's stock price.

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B. MANAGEMENT HAS FAILED TO CREATE VALUE OR ACQUIRE ASSETS FOR THE COMPANY, YET
HAS PROVIDED SUBSTANTIAL PERSONAL ECONOMIC BENEFIT TO MANAGEMENT.

The truth is, in our opinion, quepasa has not been managed properly, yet current
management attempts to portray a rosy picture, which is actually RED! The
Company is in the RED, and has been ever since current management took over. AND
it's their fault the Company is in the RED. They have been negligent and have
totally failed to devote attention to the business of the Company, EXCEPT, of
course when management devoted great effort to making sure SEVEN HUNDRED
THOUSAND DOLLARS ($700,000.00) was paid to one the officers and directors, and
current management nominees: GARY TRUJILLO!

You, as a stockholder, deserve to know that your Company's management is
seriously pursuing strategies to increase your stockholder value. We believe
that Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky, consistent with their
fiduciary obligations, will take steps to support the development of the
business of the Company, and seek to attain value for the stock and
stockholders.

C. LACK OF STREET COVERAGE

In recent history, not a single Wall Street analyst has covered quepasa. Despite
spending millions of dollars on promotion in the past few years, management has
been unable to convince a single equity analyst to follow the Company.

We believe a lack of coverage translates into a lack of institutional and retail
interest and, hence, a lack of trading activity. As a result of this lack of
trading activity, the stock price of the Common Stock suffers. You as a
stockholder suffer.

The Concerned Stockholders believe that the inattention of management to the
business of the Company and lack of financial reporting clarity may discourage
analysts from covering the Company.

Accordingly, the Concerned Stockholders want to see these items corrected and
want the Company to take immediate and concerted steps to secure analyst
coverage as promptly as possible. We believe that obtaining such coverage should
be a much greater priority of the Company.

D. WE BELIEVE QUEPASA IS RUN LIKE A PRIVATE COMPANY

We believe that quepasa is run in some ways as if it were a private company
rather than a public company. In addition, we believe that limited scrutiny has
been placed upon Mr. Gary Trujillo, quepasa's current Chairman, by the public,
as he has explained away all of quepasa's shortcomings and problems by baldly
blaming the shortcomings and problems during his tenure as C.E.O. on a "decline
in the Internet sector of the stock market". In our view, the combination of the
following features results in a Company that is not properly accountable to its
stockholders:

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(i) According to quepasa's own 10-K/A that it filed with the SEC on May 1, 2001,
none of its senior executive officers, including Mr. Gary Trujillo, its current
Chairman were employed at that time exclusively by quepasa.

Ask yourself this: How many other public companies can you name where the chief
executive officer or chief financial officer is a part-time job? Maybe that
helps explain quepasa's disastrous performance over the last 2 years, both as a
business operation and as a stock? We believe that the position of executive
officer of a public company listed on a public exchange is challenging enough on
a full-time basis; simultaneously holding senior executive positions in other
public and private companies would seem to be an unmanageable distraction.

(ii) Mr. Gary Trujillo, quepasa's current Chairman, has never held a annual
meeting of shareholders in the two years that quepasa has been public,
effectively denying the shareholders a voice in corporate matters. On November
1, 2001, certain of the Concerned Stockholders filed an action pursuant to Ch.
78 of the Nevada General Corporation Law to compel the Company to call an Annual
Meeting, a basic requirement of every Corporation.

(iii) Quepasa's past earnings announcements and quarterly disclosures to
shareholders have been presented by Mr. Trujillo, in telephonic conference
calls, in a special "listen-only" mode, therefore effectively removing the
ability for any analyst, shareholder, or other interested party to hold him
accountable for any of his actions at those highly visible meetings.

The Concerned Stockholders believe that you, the rightful owners of quepasa,
deserve the full-time, best efforts attention of each senior executive of the
Company. We believe that you have a right to know that these highly paid
executives are looking after your investment each and every day for the entire
day. Based on the Company's own disclosure, that simply is not happening now.

The Concerned Stockholders believe it is well past the time for YOUR senior
management to resign their positions in those other public companies and devote
their full time and best efforts to protecting YOUR interests and increasing
YOUR stockholder value. Our Director Nominees have committed to do just that:
devote their full time attempting to protect your interests and seeking to
increase stockholder value. We also ask: Why should the direction of future
operations be directed by insiders, and more specifically, the same persons who
have been in control of the Company during its disastrous decline in financial
condition, market price, market value and assets?

Management's current proposals, suggested largely by Gary Trujillo, a member of
the current board of directors of quepasa, consists of (i) merging quepasa with
a privately-held company which, in large part, sells vacant lots in the desert,
(ii) giving quepasa shareholders only a minority position in the "desert land"
company, and (3) authorizing a reverse-split of the remaining shares at a ratio
of 1 to 20.

We consider this proposal unfair to quepasa shareholders, and ill-advised as a
practical matter.

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WE, THE CONCERNED STOCKHOLDERS, BELIEVE THAT WE HAVE A PRACTICAL, VIABLE PLAN
THAT WILL HELP INCREASE VALUE FOR ALL HOLDERS OF COMMON STOCK.

It is a plan built on building a viable business, based on the Company's
well-established "QUEPASA" brand, and creating true, tangible value for
shareholders. Now we are asking for your support for our nominees and programs.
We appeal to you to elect Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky to
the Board to help support and advocate these plans to increase stockholder
value.

PLEASE vote your BLUE proxy card FOR Mssrs. Silberman, Kucher, Lu, Duch, and
Mazursky, and FOR both the Independent Directors Proposal and the Stockholder
Democracy Proposal.

PROXY CONTEST

And now, to further the goals of all the stockholders of the Company, we, at our
own expense, are delivering this proxy statement to you. We are asking for your
support. By supporting our nominees and voting against the Proposals to merge
with Great Western, reverse split the stock and dissolve the Company, we believe
that we can address the concerns stated above and return the management of the
Company to you, the true and rightful owners of Quepasa. Please keep in mind
that if elected, our nominees will constitute the Board. We believe that the
election of Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky will send a message
that the Company's focus should be on creating value for all stockholders. In
addition, each of our nominees will work to pursue our proposed actions which we
believe will increase your stockholder value. While we and our nominees believe
and hope that our proposed actions will help to increase the value of the Common
Stock, it is possible that our nominees' fiduciary obligations to you will lead
our nominees to pursue alternative courses of action that they deem to be in
your best interests. If we are successful in our proxy contest, we intend to
seek reimbursement from quepasa for our expenses.

LAWSUIT BY THE CONCERNED STOCKHOLDERS

On October 31, 2001, the Concerned Stockholders, together with three other
stockholders, filed an action pursuant to Ch. 78 of the Nevada General
Corporation Law to compel the Company to call the Annual Meeting (the "Nevada
Lawsuit"). At the time the complaint was filed, more than 29 (twenty-nine)
months had passed since the Company's last annual stockholders' meeting. On
December 3, 2001 (a day prior to the hearing which resulted in express written
ORDER from a Nevada District Court Judge, and only because of our pending
litigation), quepasa publicly announced that it would hold its Annual Meeting.
Quepasa subsequently announced that the Record Date for such meeting would be
February 7, 2002. While we were satisfied that the date of the Annual Meeting
had finally been announced, we thought that it was unfortunate that the Company
did not announce the meeting date before we had to go to court to protect the
rights of stockholders to a timely annual meeting.

Additionally, on December 19, 2001, two of the the Concerned Stockholders filed
an action in the Superior Court for the State of Arizona in and for the County
of Maricopa (the "Arizona Lawsuit"). This action alleges various breaches of
fiduciary duty by the officers and directors of quepasa, particularly Gary
Trujillo, a member of quepasa's board of directors. This lawsuit was filed in
large part due to (i) a recent payment of $700,000 cash which Gary Trujillo
authorized to himself without shareholder approval in October, 2001, and (ii) a
$500,000 loan which Gary Trujillo authorized to Great Western in October,
2001.It is our opinion that the loan was to enable Great Western to purchase of
shares of quepasa stock in the open market, presumably so Great Western may vote
those shares in favor of Trujillo and Great Western's proposed merger agreement.
That is an issue in the lawsuit.

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The action seeks compensatory and punitive damages. The action also seeks to
enjoin Great Western and Gary Trujillo from voting any shares of quepasa common
stock acquired with the proceeds of a the $500,000 loan made to Great Western
and the $700,000 payment which Gary Trujillo authorized to himself without
shareholder approval. However, in spite of these facts, on January 29, 2002, we
voluntarily dismissed this Arizona lawsuit, without prejudice to our right to
re-file it after the shareholders meeting, if we determine it would be
appropriate to do so.

Both the Nevada Lawsuit and the Arizona Lawsuit are disclosed in a Form 8-K
filed by quepasa's management on December 28, 2001.

CONCLUSION

You, the Company's stockholders, are the TRUE OWNERS OF QUEPASA. You should
control its destiny. Quepasa is not a private company; it is a public company.
The Board exists to serve you. You deserve a Board that is responsive and
effective in increasing stockholder value, and a management team truly committed
to the Company and those goals. We believe that quepasa's present Board and
management have failed to perform in these areas. It is a matter of fact, not
opinion, that quepasa's stock price has fallen precipitously on their watch. The
Company's stockholders deserve our five nominees to be elected to the Board to
help support and advocate our plans to increase stockholder value. If, like us,
you believe that you should have the opportunity to have a say in the future of
YOUR Company, we urge you to vote your BLUE proxy card FOR our five nominees.

Unless you attend the Annual Meeting in person your proxy is the only means
available for you to vote and be heard by your Company's management. YOUR VOTE
IS EXTREMELY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE ACT
TODAY.

ELECTION OF DIRECTORS

According to publicly available information, the Company's Board currently
consists of five (5) Directors. Directors hold office for a term of one year (or
less if they are filling a vacancy) and until their successors are elected and
qualified. This year there are five (5) incumbent Directors whose terms will
expire at the 2002 Annual Meeting.

We urge you to elect Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky as
Directors of the Company at the 2002 Annual Meeting. Mssrs. Silberman, Kucher,
Lu, Duch, and Mazursky have furnished the information set forth next to their
names below concerning their principal occupations and business experience. Each
of these nominees has consented to being named in this proxy statement and to
serve as a Director of the Company if elected. If elected, Mssrs. Silberman,
Kucher, Lu, Duch, and Mazursky each would hold office until the 2003 Annual
Meeting of stockholders and until a successor has been elected and qualified, or
until his earlier resignation, death or removal. Although we have no reason to
believe that Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky will be unable to
serve as Directors, if any of them are not be available for election, the
persons named on the BLUE proxy card have agreed to vote for the election of
such other nominees as we may propose. WE URGE YOU TO CAREFULLY CONSIDER THE
BACKGROUNDS OF MSSRS. SILBERMAN, KUCHER, LU, DUCH, AND MAZURSKY AND THEIR
RESPECTIVE QUALIFICATIONS AND ABILITIES TO REPRESENT YOUR INTERESTS.

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OUR NOMINEES FOR DIRECTORS:

Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky each have years of experience
in advising public companies on how to increase stockholder value and/or have
strong technical operations backgrounds. We believe that these types of people
and skills are what QUEPASA needs. That is why we have nominated them. With your
support, they will use their vast experience and skills to increase the value of
your investment. Each of our five nominees has consented to being named in this
proxy statement and to serve as a Director if elected

1. MICHAEL D. SILBERMAN, 46, is currently Chief Financial Officer of Vayala
Corporation, a privately held company focusing on search and retrieval
technologies. From July 1999 to May 2001, Mr. Silberman was a self-employed
consultant. From May 1998 to July 1999, Mr. Silberman was an original
Co-Founder, Director, Chief Operating Officer, Chief Financial Officer and
Operations Coordinator of quepasa.com, inc. From September 1996, to May 1998, he
was Chief Financial Officer, Secretary and Director of Retrospettiva, Inc. From
May 1994 to September 1996 he was a financial advisor with Prudential
Securities, Inc. From April 1992 to February 1994, he was a portfolio manager
for Private Investment Fund, a private-held and managed investment fund. From
September 1991 to April 1992, he was the original Founder and President of UMB
Commercial Capital, a division of United Mercantile Bank of Pasadena, a
federally chartered bank. From 1983 to 1991, he was Executive Vice President,
Vice President and an Account Executive of Allied Business Capital, a
California-based commercial finance and factoring company. Mr. Silberman earned
his B.A. in Economics from the University of California, Los Angeles (UCLA) and
his MBA from the John E. Anderson Graduate School of Management (Anderson
School) at the University of California, Los Angeles (UCLA).

2. RAYMOND DUCH is currently Professor of Political Science at the University of
Houston, where he has served since 1993. He is the founder and president of RDA
Global in Houston, Texas and co-founder and director of Enternet Research Ltd.
in Dublin, Ireland. Dr. Duch is the author of Privatizing the Economy, which
analyzes the deregulation of the European telecommunications industry. He has
published extensively in major scholarly journals including the American
Political Science Review, the American Journal of Political Science and the
British Journal of Political Science and the Thunderbird Business Review. Ray
Duch has provided consultancy expertise to a wide range of global IT firms
including AT&T, NTT, Lucent Technologies, Avaya Communications, The Washington
Post, Le Groupe Videotron, CBS, and the National Broadcasters Association. In
addition, he has acted as a consultant for a number of governments including
agencies of the U.S., Canada, and the European Union. He is currently on the
editorial board of the American Journal of Political Science and recently served
as a member of the National Science Foundation review panel. Ray Dutch received
a B.A. from the University of Manitoba, Canada, and a Ph.D. in Political Science
from the University of Rochester.

3. Mark D. Kucher is currently the Managing Director of Sovereign Trust Company,
a position he has held since March 1998. Sovereign Trust Company is a private
trust company offering investment management services. From September 1997 to
March, 1998, Mr. Kucher was a director of Cobre Mining Company, a publicly
listed copper mining company which was acquired by Phelps Dodge in 1998 for $122
million. Mr. Kucher had been Chairman and CEO of the predecessor company to
Cobre, Aurex Resources, since 1995. Mr. Kucher earned an M.B.A. from the
University of Western Ontario in 1984 and a Bachelor of Commerce in Honors from
the University of Manitoba.

4. PAUL MAZURSKY is an award winning movie actor, screenwriter, director, and
producer, and currently serves as President of Tecolote Productions,
entertainment company he founded over ten years ago. From 1998 to 2000, Mr.
Mazursky served on the board of governors of the Academy of Motion Picture Arts
and Sciences in Beverly Hills, CA. His career in the entertainment industry
spans nearly fifty years, making his debut performance in Stanley Kubrik's first

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film, Fear and Desire. As a director and producer, Mr. Mazursky's films have
included the likes of Robin Williams, Richard Dreyfuss, Bette Midler, and Woody
Allen. Mr. Mazursky is an investor in Vayala Corporation, a privately held
company focusing on search and retrieval technologies.

5. BRIAN LU has been the co-founder of Vayala Corporation since August 2001, a
privately held company focusing on search and retrieval technologies. Prior to
founding Vayala, Brian was a student at the University of California at Irvine,
California. Mr. Lu has no other professional business experience or resume items
to list at this time. He is the eldest son of Mr. Hong Liang Lu, a proposed
member of our advisory board and the Chairman of UT Starcom, Inc., and SOFTBANK
China Holdings, Ltd. (SEE: ADVISORY BOARD)

PROPOSED QUEPASA ADVISORY BOARD
In addition, we are proposing to have the Director Nominees appoint an Advisory
Board, which they are disposed to do, consisting of the following individuals,
both of whom have consented to serve on the Advisory Board:

HONG LIANG LU has been President and Chief Executive Officer of UT Starcom, a
publicly traded company (Nasdaq NMS: UTSI), since June 1991. UTSI is a leading
provider of technology infrastructure hardware to Asian and Latin American
markets. In 1996, UTSI received $30 million in private funding from SOFTBANK,
one of Japan's largest Venture Capital institutions, known for funding the
successful startups of Yahoo, E*TRADE, and Nasdaq Japan, among many others. Mr.
Lu also serves as Chairman of the Board of SOFTBANK CHINA Ltd, a venture capital
fund.

In 1999 UTSI and raised $180 million in a highly successful public offering, and
subsequently raised another $180 million in a secondary offering in July 2001,
during the height of the "tech downturn" in the public securities markets.
Masayoshi Son, Chairman of SOFTBANK Japan, also serves as Chairman of the Board
of Directors of UT Starcom with Mr. Lu. Mr. Lu is a member of TIME Magazine's
"Cyber Elite" and is an investor in Vayala Corporation, a privately held company
focusing on search and retrieval technologies.

JEFFREY PETERSON was the original founder of QUEPASA.COM in 1998. Since July
2001, he has served as Chairman of the Board of Directors and Chief Executive
Officer of Vayala Corporation, a privately held company focusing on search and
retrieval technologies. Vayala Corporation has recently completed two successful
rounds of private financing even during the public market downturn for
technology companies. From May 1998 to June 1999, Mr. Peterson was Chairman of
the Board of Directors, President, Chief Executive Officer and the original
founder of quepasa.com, inc. Additionally, he was Chief Technology Officer of
quepasa.com, inc. from July 1997 until May 1998 quepasa.com, inc. was included
in the 1999 ISDEX 100 which lists the 100 largest publicly-traded Internet
companies. Mr. Peterson has received national and international media attention
for his accomplishments in the technology sector, currently serves on the Board
of Directors of several privately held technology related companies in both the
United States and Latin America and serves as a technology consultant to the
government of Mexico.

Mr. Peterson formed the initial board of directors of quepasa, which included
Messrs. Figueres, Sokol, and Colangelo, and led the company through it's initial

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private funding transactions, the filing of it's original Initial Public
Offering and formation of the joint venture between quepasa and Telemundo.
Later, after the successful launch of quepasa's business, Mr. Peterson hired
Gary Trujillo as President of quepasa in April 1999 and introduced Mr. Trujillo
to Gloria Estefan, who later became Quepasa's spokesperson. Approximately ninety
days later, Mr. Trujillo fired and subsequently caused quepasa to file suit
against Mr. Peterson and his wife, simultaneously removing many of Mr.
Peterson's associates from the company.

Following Mr. Peterson's departure, and under Mr. Trujillo's leadership,
quepasa's market value immediately fell, fluctuated and eventually declined to
it's current stock price of about ten cents per share; Gloria Estefan resigned
as quepasa's spokesperson, and Telemundo cancelled it's agreements with quepasa
and ownership of quepasa's shares.

The accompanying BLUE proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card. You may vote FOR the election of
Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky as Directors of the Company or
withhold authority to vote for any of them by marking the proper box(es) on the
BLUE proxy card. If no marking is made, you will be deemed to have given a
direction to vote all of your shares of Common Stock "FOR" the election of
Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky.

As set forth in the Company's By-laws and the Company Proxy Statement, a
plurality of the votes duly cast is required for the election of Directors,
assuming a quorum is present or otherwise represented at the Annual Meeting.
Consequently, only shares of Common Stock that are voted in favor of a
particular nominee will be counted toward such nominee's attaining a plurality
of votes. Shares of Common Stock present at the meeting that are not voted for a
particular nominee (including broker non-votes and shares of Common Stock
present by proxy where the stockholder properly withheld authority to vote for
such nominee) will not be counted toward such nominee's attainment of a
plurality.

WE BELIEVE THAT IT IS IN YOUR BEST INTEREST TO ELECT AS DIRECTORS OF QUEPASA AT
THE ANNUAL MEETING, AND STRONGLY RECOMMEND A VOTE "FOR" THEIR ELECTION. YOUR
VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE ACT TODAY
BY SIGNING, DATING AND MAILING YOUR BLUE PROXY CARD.

OTHER MATTERS TO BE CONSIDERED AT THE 2002 ANNUAL MEETING

According to the Company Proxy Statement, quepasa's stockholders, in addition to
electing new Directors, will also vote on the following proposals:

THE MERGER

RECOMMENDATION OF THE CONCERNED STOCKHOLDERS

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The CONCERNED STOCKHOLDERS believe that the merger is DEFINITELY NOT in the best
interests of quepasa OR its shareholders, and recommends that quepasa's
shareholders vote "AGAINST" approval of the merger agreement.

In reaching its conclusions, the CONCERNED STOCKHOLDERS considered:

- A wide range of alternative transactions and options, all of which were more
attractive than the one-sided merger, which is heavily slanted in favor of Great
Western and against the rights and interests of quepasa shareholders;

- quepasa's current financial position, historic financial performance, business
operations and results of operations, especially since current management
assumed control of the Company's financial affairs;

- the past association of Friedman, Billings, Ramsey & Co., with Mr. Gary
Trujillo, quepasa's current chairman, in their "recommendation" as to the
"fairness" of the Great Western merger;

- The terms and conditions of the one-sided merger agreement;

- The track record and potential for success of Great Western's business, which
involves the sale of undeveloped desert land;

- The questionable experience and reputation of Great Western and its management
and shareholder;

- The negative effect of the merger on quepasa's shareholder value and imminent
de-listing of quepasa's shares from all exchanges; and

- The opinion of quepasa's own paid financial advisor that the consideration to
be received by quepasa's shareholders in the merger is highly unfavorable from a
financial point of view.

WE STRONGLY RECOMMEND A VOTE "AGAINST" THE COMPANY'S PROPOSAL TO MERGE WITH
GREAT WESTERN.

THE REVERSE STOCK SPLIT

The shareholders will be asked to authorize the Great Western board of
Directors, IN THEIR TOTAL, UNFETTERED DISCRETION, to effect a reverse stock
split of one share for up to 20 shares of Great Western common stock outstanding
at any time prior to or during the 24 month period following the closing of the
merger. The ALLEGED purpose for the proposed reverse stock split is to attempt
to increase the market price of Great Western's common stock following the
merger in order to meet the minimum requirements for listing of Great Western's
common stock on the Nasdaq National Market System or another securities
exchange.

The Concerned Stockholders strongly recommend voting "AGAINST" giving the Great
Western board of directors authorization to effect a reverse stock split of
Great Western's common stock at any time prior to or during the 24 month period
following the closing of the merger. A vote in favor by the holders of at least
a majority of the shares of quepasa common stock present and entitled to vote at
the annual meeting is required to DEFEAT this proposal.

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WE STRONGLY RECOMMEND A VOTE "AGAINST" THE COMPANY'S PROPOSAL TO GIVE THE BOARD
OF DIRECTORS APPROVAL TO EFFECT A REVERSE STOCK SPLIT. THE AUTHORIZATION FOR THE
BOARD OF DIRECTORS OF QUEPASA TO PURSUE THE LIQUIDATION AND DISSOLUTION OF
QUEPASA

The shareholders will be asked to authorize the quepasa board of directors to
elect to completely liquidate quepasa in the event the merger is not approved by
the quepasa shareholders or the merger agreement is terminated and, at the
discretion of the board of directors, to distribute all remaining cash after
payment of all debts and expenses to the quepasa shareholders and to dissolve
quepasa.

The Concerned Stockholders strongly recommend voting "AGAINST" granting the
board of directors authority to elect to completely liquidate quepasa in the
event the merger is not approved by the quepasa shareholders or the merger
agreement is terminated and, at the discretion of the board of directors, to
distribute all remaining cash after payment of all debts and expenses to the
quepasa shareholders and to dissolve quepasa. A vote in favor by the holders of
at least a majority of the shares of quepasa common stock present and entitled
to vote at the annual meeting is required to DEFEAT this proposal.

The Concerned Stockholders believe that liquidation and dissolution is a
disastrous alternative which would totally wipe out all rights and interests of
the shareholders, and would not benefit either the Company or the shareholders
in any respect.

REMEMBER - BY GRANTING FULL AUTHORITY TO QUEPASA AND MR. GARY TRUJILLO TO
DISTRIBUTE ALL REMAINING CASH OF QUEPASA - IS GRANTING AUTHORITY TO THE SAME
PERSON WHO PAID HIMSELF $700,000 (NEARLY 20% OF THE COMPANY'S REMIANING CASH) IN
OCTOBER, 2001. IS THIS THE PERSON YOU WANT DETERMINING HOW TO USE THE COMPANY'S
REMAINING ASSETS?

WE STRONGLY RECOMMEND A VOTE "AGAINST" THE COMPANY'S PROPOSAL TO GIVE THE BOARD
OF DIRECTORS APPROVAL TO EFFECT A DISSOLUTION AND LIQUIDATION OF THE COMPANY.

RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Board has selected KPMG LLP, independent auditors, to audit Quepasa's
financial statements for the fiscal year ending December 31, 2001 (the
"ACCOUNTANT RATIFICATION PROPOSAL"). A vote in favor by the holders of at least
a majority of the shares of quepasa common stock present and entitled to vote at
the annual meeting is required to APPROVE this proposal.

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We do not have anything negative to say about KPMG; we simply believe that with
the election of our proposed Directors, they should have the ability to select
the accounting firm they choose, and not one selected by Mr. Trujillo.

THE CONCERNED STOCKHOLDERS STRONGLY RECOMMEND THAT QUEPASA'S STOCKHOLDERS
VOTE"AGAINST" THE RATIFICATION OF THE SELECTION OF KPMG LLP AS QUEPASA'S
INDEPENDENT AUDITORS.

If any other matters are to be voted on at the Annual Meeting that were unknown
to the Concerned Stockholders a reasonable time before this solicitation, the
Concerned Stockholders will vote their shares of Common Stock and all proxies
held by them in accordance with their best judgment with respect to such
matters.

WE BELIEVE THAT IT IS IN YOUR BEST INTEREST TO VOTE "FOR" THE PROPOSALS TO ELECT
OUR NOMINATED DIRECTORS.

WE STRONGLY RECOMMEND A VOTE "AGAINST" THE COMPANY'S PROPOSALS TO MERGE WITH
GREAT WESTERN, AUTHORIZE THE BOARD OF DIRECTORS TO (1) EFFECT A REVERSE SPLIT
THE STOCK AND (2) DISSOLVE AND LIQUIDATE THE COMPANY, AND RATIFY THEIR SELECTION
OF KPMG AS ACCOUNTANTS. YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF
SHARES YOU OWN. PLEASE ACT TODAY BY SIGNING, DATING AND MAILING YOUR BLUE PROXY
CARD.

VOTING RULES AND PROCEDURES

The shares of Common Stock are the only class of capital stock of the Company
entitled to vote for the election of Directors and on proposals at the Annual
Meeting. Every holder of Common Stock is entitled to one vote for each share of
Common Stock held. In accordance with the Company's By-laws, at the Annual
Meeting the holders of a majority in interest of all stock issued, outstanding
and entitled to vote at a meeting shall constitute a quorum.

Under Nevada law, abstaining votes and broker non-votes are considered to be
present for purposes of a quorum but are not deemed to be votes cast. A broker
'non-vote' occurs when a nominee holding shares for a beneficial owner does not
vote on a particular proposal because the nominee does not have discretionary
voting power with respect to that item and has not received instructions on how
to vote from the beneficial owner.

Only holders of record as of the close of business on the Record Date will be
entitled to vote. If you were a stockholder of record on the Record Date, you
will retain your voting rights for the Annual Meeting even if you sell or have
sold your Common Stock after the Record Date. ACCORDINGLY, IT IS IMPORTANT THAT
YOU VOTE THE SHARES YOU HELD ON THE RECORD DATE, OR GRANT A PROXY TO VOTE SUCH
SHARES ON THE BLUE PROXY CARD, EVEN IF YOU SELL OR HAVE ALREADY SOLD YOUR
SHARES.

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HOW TO DELIVER YOUR PROXY

You are urged promptly to sign, date and mail the enclosed BLUE proxy card in
the enclosed envelope to the following address:

Allen Nelson & Co.
P.O. Box 16157
Seattle, WA 98116
FAX: (206) 938-2072

HOW TO REVOKE YOUR PROXY

Your execution of the BLUE proxy card will not affect your right to attend the
Annual Meeting and vote in person. Any proxy given by you may be revoked at any
time prior to the Annual Meeting by delivering a written notice of revocation,
or a later dated proxy for the Annual Meeting, to the Concerned Stockholders at
the above address, or to the Clerk of the Company at its principal executive
offices, or by voting in person at the Annual Meeting. If the BLUE proxy card is
your latest proxy submission and no direction is given by you on such card, it
will be deemed to be a direction to vote 'for' the election of our five Director
nominees, the Independent Directors Proposal and the Stockholder Democracy
Proposal. REMEMBER, ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL
COUNT. YOUR VOTE IS IMPORTANT -- PLEASE ACT TODAY.

IMPORTANT INSTRUCTIONS FOR "STREET NAME" STOCKHOLDERS

If any of your shares of quepasa Common Stock are held in the name of a
brokerage firm, bank nominee or other institution, only such institution can
sign a BLUE Proxy Card with respect to your shares and only after receiving your
specific instructions. Accordingly, please promptly sign, date and mail the
enclosed BLUE Proxy Card (or voting instruction form) you received from the
brokerage firm, bank nominee or other institutions in whose name your shares are
held in the postage-paid envelope provided. Please do so for each account you
maintain. To ensure that your shares are voted in accordance with your wishes,
you should also contact the person responsible for your account and give
instructions for a BLUE Proxy Card to be issued representing your shares of
quepasa Common Stock.

CERTAIN INFORMATION CONCERNING THE CONCERNED STOCKHOLDERS
AND OTHER PARTICIPANTS IN THE SOLICITATION

Information concerning the Concerned Stockholders, Mark D. Kucher, Michael
Silberman and Kevin Dieball, the "PARTICIPANTS" in the solicitation contemplated
by this proxy statement, as defined in the proxy rules promulgated by the SEC
under the Exchange Act, is set forth below and on the Schedules attached hereto.

The above individuals, Michael Silberman, Mark D. Kucher and Kevin Dieball, 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 Company. The individuals agreed to act as a group, as set
forth, in this Proxy Statement, as of January 4, 2002.

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Mark D. Kucher beneficially owns 1,657,672 shares of Common Stock and is the
record holder of 728,571 shares of Common Stock.

Michael Silberman beneficially owns 365,000 shares of Common Stock and is the
record holder of 700,000 shares of Common Stock.

Kevin Dieball beneficially owns 410,000 shares of Common Stock and is the record
holder of 0 shares of Common Stock.

Collectively, Mark D. Kucher, Michael Silberman and Kevin Dieball own 3,861,243
shares of Common Stock, representing approximately 22% of the outstanding shares
of Common Stock.

The holdings of the participants are all as of January 8, 2002.

Except as set forth in this proxy statement (including the Schedules attached
hereto), none of the Concerned Stockholders or, to the knowledge of the
Concerned Stockholders, any other participant in this solicitation or any of
their respective associates: (i) directly or indirectly beneficially owns any
shares of Common Stock or any other securities of the Company or any of its
subsidiaries; (ii) has had any relationship with the Company in any capacity
other than as a stockholder, or is or has been a party to any transaction, or
series of similar transactions, since the beginning of Company's last fiscal
year with respect to any shares of the Company; (iii) has been a party to or had
or will have, a direct orindirect material interest in any transaction, series
of transactions, or any currently proposed transaction or series of
transactions, to which quepasa or any of its subsidiaries was or is to be a
party, in which the amount involved exceeds $60,000; or (v) has been indebted to
the Company or any of its subsidiaries since the beginning of the Company's last
fiscal year.

In addition, other than as set forth in this proxy statement (including the
Schedules hereto), there are no contracts, arrangements or understandings
entered into by the Concerned Stockholders or any other participant in this
solicitation or any of their respective associates within the past year with any
person with respect to any of the Company's securities, including, but not
limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies.

Except as set forth in this proxy statement (including the Schedules hereto),
none of the Concerned Stockholders or any other participant in this solicitation
or any of their respective associates has any knowledge of or been engaged in
any contracts, negotiations or transactions with the Company or its affiliates
concerning a merger, consolidation, acquisition, tender offer or other
acquisition of securities, or a sale or other transfer of a material amount of
assets other than what has been publicly filed by the Company or third parties
with the SEC; or has had any other transaction (other than this proxy
solicitation and matters incidental thereto) with the Company or any of its
executive officers, directors, subsidiaries or affiliates that would require
disclosure under the rules and regulations of the SEC.

PRRN14A 31st Page of 39 TOC 1st Previous Next ↓Bottom Just 31st
understanding with any person with respect to (i) any future employment by the
Company or its affiliates or (ii) any future transactions to which the Company
or any of its affiliates will or may be a party.

Except as set forth in this proxy statement (including the Schedules hereto),
Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky, in the past five (5) years,
have not been a party to any legal proceeding or subject to any judgment, order
or decree of the type described in Item 401(f) of Regulation S-K.

Except as set forth in this proxy statement (including the Schedules hereto),
Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky are not involved in any
material proceeding to which any of them is a party adverse to quepasa or any of
its subsidiaries or has a material interest adverse to quepasa or any of its
subsidiaries.

Except as set forth in this proxy statement (including the Schedules hereto),
none of the participants has a family relationship with any director, executive
officer, or other person nominated or chosen by quepasa to become a director or
executive officer.

With respect to the information of security ownership of certain beneficial
owners and management of quepasa, as required by Item 403 of Regulation S-K,
none of the nominees has any knowledge outside of what has been filed by the
Company and third parties with the New Lens Agreement and made publicly
available.

None of the Concerned Stockholders has a substantial interest, direct or
indirect, by security holdings or otherwise, that will to their knowledge be
acted upon at the 2002 Annual Meeting, other than the election of their nominees
for Director and the opposition to the merger-related proposals.

Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky have no substantial interest,
direct or indirect, by security holdings or otherwise, that will to their
knowledge be acted upon at the 2001 Annual Meeting other than as to their
election as Directors. No other participant has a substantial interest, direct
or indirect, by security holdings or otherwise, that will to their knowledge be
acted upon at the 2002 Annual Meeting.

SECURITY OWNERSHIP

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of January 10, 2002
concerning stock ownership of quepasa's common stock by each director and
officer, by all persons who hold of record or are known by quepasa to hold
beneficially of record 5% or more of the outstanding shares of quepasa common
stock, by Great Western and by all directors and officers as a group. This
information is copied from the Company's Proxy filed on January 15, 2002.

Except as otherwise noted, the persons named in the table own the shares
beneficially and of record and have sole voting and investment power with
respect to all shares of common stock shown as owned by them, subject to
community property laws, where applicable. The table also reflects all shares of
common stock which each individual has the right to acquire within 60 days from
December 15, 2001 upon exercise of stock options.

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NAME AND ADDRESS SHARES PERCENT OF SHARES
OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING(1)(2)
--------------------------------------------------------------------------------

Five Percent Shareholders:

Mark D. Kucher(3)................... 2,386,243 13.9%
Ernest C. Garcia II(4)(5)........... 927,471 5.4%
Great Western Land and Recreation, Inc 840,000 4.9%

Directors and Executive Officers

Gary L. Trujillo............................... 980,555 5.4%
L. William Seidman............................. 157,500 *
Jerry J. Colangelo............................. 75,125 *
Jose Maria Figueres............................ 73,250 *
Louis Olivas................................... 50,875 *
Robert J. Taylor............................... 206,667 1.2%

All Directors and Executive Officers as a Group (6 persons).....1,543,972 8.3%

* Represents beneficial ownership of less than one percent of the outstanding
shares of common stock.

(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
person is deemed to be the beneficial owner, for purposes of this table, of any
shares of common stock if such person has or shares voting power or investment
power with respect to such security, or has the right to acquire beneficial
ownership at any time within 60 days after December 15, 2001. In calculating the
percentage of ownership, such shares are deemed to be outstanding for the
purpose of computing the percentage of shares of common stock owned by such
shareholder, but are not deemed outstanding for the purpose of computing the
percentage of shares of common stock owned by any other shareholder. For
purposes of this table, "voting power" is the power to vote or direct the voting
of shares and "investment power" is the power to dispose or direct the
disposition of shares.

(2) Does not include 600,000 shares of common stock held by quepasa as treasury
shares as a result of the Telemundo arbitration award. See "quepasa's
Business--Legal Proceedings." These shares will be canceled as a result of the
merger and, prior to the merger, may not be considered outstanding shares for
any purpose and do not carry voting rights.

(3) The address for Mr. Kucher is 1410-700 West Georgia Street, Vancouver,
British Columbia, Canada.

(4) Consists of 927,471 shares of quepasa common stock held by Verde Capital
Partners, LLC, Verde Reinsurance Company, Ltd. and Verde Investments, Inc. Mr.
Garcia owns a majority interest in Verde Capital, Verde Reinsurance and Verde
Investments. The address for Mr. Garcia is 2575 East Camelback Road, Suite 700,
Phoenix, AZ 85016.

(5) On January 29, 2002, we received a written proxy from Mr. Garcia to vote
these shares consistent with our proposals.

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The Concerned Stockholders assume no responsibility for the accuracy or
completeness of any information contained herein which is based on, or
incorporated by reference to, quepasa public filings.

SECURITY OWNERSHIP OF THE CONCERNED STOCKHOLDERS AND OTHER PARTICIPANTS,
INCLUDING DIRECTOR NOMINEES

The names, business addresses and number of shares of Common Stock beneficially
owned as of January 8, 2002,by the Concerned Stockholders and the other
participants in this solicitation, including Director Nominees, are set forth
below. The material terms regarding the shares of Common Stock owned by each of
the Concerned Stockholders is set forth on the schedule of transactions attached
hereto. They obtained these funds through various cash accounts they maintain.
As of the date of this proxy statement, Mr. Kucher has spent $279,606.29 to
purchase his shares of quepasa Common Stock; and Mr. Silberman spent $179,739.00
to purchase his shares of quepasa Common Stock; and Mr. Dieball has spent
$85,798.00 to purchase his shares of quepasa Common Stock.

Mssrs. Duch, Lu and Mazursky, Director Nominees, currently own no shares of
quepasa stock.

Mr. Jeffrey Peterson, the Consultant, currently owns no shares of quepasa stock.

In addition, on January 29, 2002, we received a written proxy from Ernest C.
Garcia, II, owner of 840,000 shares of quepasa Common Stock, allowing us to vote
his shares consistent with our proposals. As consideration for this Proxy, we
gave Mr. Garcia a release from any claims we may be able to assert against him.

The number of shares of Common Stock beneficially owned includes shares over
which the persons set forth below have investment and/or voting power. Unless
otherwise indicated, all of such shares are owned directly and the indicated
person has sole voting and investment power over

===============================================

Name and Business Address of Percent
Beneficial Owner Number of Shares of Class
--------------------------------------------------------------------------------

Mark D. Kucher 1,657,672 beneficially 14%
1410-700 West Georgia St 728,571 of record
Vancouver, British Columbia
Canada

Michael Silberman 365,000 beneficially 6%
5314 Round Meadow Road 700,000 of record
Hidden Hills, CA 91302-1165

Kevin Dieball 410,000 beneficially 2%
11252 East Appaloosa 0 of record
Scottsdale, Arizona 85259

TOTALS 3,861,243 22%

No part of the purchase price or market value of any of the shares purchased and
owned beneficially, directly or indirectly by either Mr. Kucher or Mr. Silberman
or Mr. Dieball was borrowed or otherwise obtained for the purpose of acquiring
or holding such quepasa securities. In the normal course of his business, each
Concerned Stockholder purchases securities using funds from his general account
and funds borrowed against securities he already owns.

Neither Concerned Stockholder can determine whether any funds allocated to
purchase quepasa securities were from each Concerned Stockholder's respective
general account or from borrowings against securities it already owns.

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Please see Schedule 1 at the back of this proxy statement for a list of all
transactions in the Company's Common Stock by the Concerned Stockholders and the
other participants in this solicitation during the past two years.

FINANCIAL STATEMENTS

The Concerned Stockholders incorporate herein by reference the Financial
Statements included in the quepasa.com, Inc. Proxy materials filed by
management.

FACTS ABOUT OUR SOLICITATION OF PROXIES

We may solicit proxies by mail, advertisement, telephone, facsimile, the
internet, e-mail, and in person. Solicitations may be made by our agents and/or
their employees, none of whom will receive any additional compensation for such
solicitations, except Allen Nelson & Co., Inc. We have requested banks,
brokerage houses and other custodians, nominees and fiduciaries to forward all
of our solicitation materials to the beneficial owners of the shares of Common
Stock which such individuals or entities hold of record. We will reimburse these
record holders for customary clerical and mailing expenses incurred by them in
forwarding these materials to the beneficial owners of the Common Stock.

To date, we have spent approximately $40,000 in connection with the preparation
of proxy materials and the solicitation of proxies. We expect the total cost of
this solicitation to be approximately $75,000.

Allen Nelson & Co., Inc. has been retained for solicitation and advisory
services in connection with the solicitation of proxies for an estimated fee of
$25,000, together with reimbursement for Allen Nelson & Co., Inc.'s reasonable
out-of-pocket expenses. Allen Nelson & Co., Inc. currently anticipates that it
will employ approximately 10 persons to solicit proxies for the Annual Meeting.
The Concerned Stockholders have agreed to indemnify Allen Nelson & Co., Inc.
against certain liabilities and expenses relating to this proxy solicitation.
None of the officers, directors, shareholders or employees of Allen Nelson &
Co., Inc., own any shares in quesa.com, Inc.

We have also hired Mr. Jeffrey Peterson, the Founder and original Officer and
Director of quepasa.com, Inc., as a consultant to assist us in the preparation
and implementation of our proxy solicitation. Mr. Peterson is not being paid for
his services, but will be reimbursed by us for any out-of-pocket expenses
incurred. Mr. Peterson currently owns no shares of quepasa Common Stock and is
not eligible to vote any shares. In addition, Mr. Peterson has no proxy from any
quepasa shareholder to vote any shares. Mr. Peterson has agreed to serve on a
proposed Advisory Board for the company.

We will pay all costs associated with our solicitation of proxies, but if
successful in this proxy contest, we intend to seek reimbursement of our
expenses from the company. Additionally, we agreed that in the event there is
any claim, complaint or other action, or threat thereof, for any actions taken
before the Annual Meeting by Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky in
their capacity as nominees for election to the Board, we will reimburse the
first $10,000 of reasonable legal costs, fees and other expenses incurred by
each which is not recoverable from an insurance carrier. We also agreed to pay
up to $10,000 of premium or deductible relating to such insurance coverage. We
are not, however, paying Mssrs. Silberman, Kucher, Lu, Duch, and Mazursky for
their participation in this solicitation.

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STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING

The date on which stockholders must provide notice to the Company to have their
proposals included in the Company's proxy statement for its 2002 Annual Meeting
is incorporated by reference from the Company Proxy Statement.

PLEASE INDICATE YOUR SUPPORT OF AND VOTE "FOR" MSSRS. SILBERMAN, KUCHER, LU,
DUCH, AND MAZURSKY AND "AGAINST" THE COMPANY'S PROPOSED MERGER, AUTHORIZATION TO
APPROVE DISSOLUTION AND LIQUIDATION, REVERSE STOCK SPLIT AND APPROVAL OF KPMG AS
AUDITORS BY PROMPTLY SIGNING, DATING AND MAILING THE ENCLOSED BLUE PROXY TO
ALLEN NELSON &CO., INC., IN THE ENCLOSED ENVELOPE.

FOR QUESTIONS OR CLARIFICATION REGARDING OUR PROPOSAL, OR IF YOU NEED
ASSISTANCE, PLEASE CONTACT OUR PROXY SOLICITOR, ALLEN NELSON & CO., TOLL FREE,
AT 800-932-0181 , OR VIA E-MAIL AT ANCO@WORLDPROXY.COM.

NO POSTAGE IS NECESSARY IF YOU MAIL THE PROXY CARD FROM WITHIN THE UNITED
STATES.

MICHAEL SILBERMAN
January __, 2002

SCHEDULE 1

SCHEDULE OF TRANSACTIONS

Purchases and Sales of the Company's Common Stock

During the Past Two Years by
MICHAEL SILBERMAN

QUANTITY
TRADE SECURITY (- = Sale)
DATE DESCRIPTION ENTITY PURCHASE OR SALE? (+ = Purchase) PRICE
--------------------------------------------------------------------------------
08/30/2001 quepasa Michael Silberman PURCHASE +20,000 0.18
09/05/2001 quepasa Michael Silberman PURCHASE +20,000 0.18
09/07/2001 quepasa Michael Silberman PURCHASE +25,000 0.21
09/18/2001 quepasa Michael Silberman PURCHASE +50,000 0.21
09/19/2001 quepasa Michael Silberman PURCHASE +30,000 0.21
10/02/2001 quepasa Michael Silberman PURCHASE +25,000 0.21
10/03/2001 quepasa Michael Silberman PURCHASE +75,000 0.21
10/05/2001 quepasa Michael Silberman PURCHASE +10,000 0.20
10/09/2001 quepasa Michael Silberman PURCHASE +22,000 0.21
10/19/2001 quepasa Michael Silberman PURCHASE +20,000 0.21
10/19/2001 quepasa Michael Silberman PURCHASE +68,000 0.21
11/30/2001 quepasa Michael Silberman PURCHASE +700,000 0.15

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[Enlarge/Download Table]

Purchases and Sales of the Company's Common Stock During the Past Two Years by
KEVIN DIEBALL

QUANTITY
TRADE SECURITY (- = Sale)
DATE DESCRIPTION ENTITY PURCHASE OR SALE? (+ = Purchase) PRICE
-------------------------------------------------------------------------------------------------

12/11/01 quepasa COMMON STOCK Kevin Dieball PURCHASE +100,000 .19
12/18/01 quepasa COMMON STOCK Kevin Dieball PURCHASE +100,000 .15
12/18/01 quepasa COMMON STOCK Kevin Dieball PURCHASE +50,000 .15
12/18/01 quepasa COMMON STOCK Kevin Dieball PURCHASE +50,000 .13
12/19/01 quepasa COMMON STOCK Kevin Dieball PURCHASE +40,000 .18
12/20/01 quepasa COMMON STOCK Kevin Dieball PURCHASE +60,000 .19
12/20/01 quepasa COMMON STOCK Kevin Dieball PURCHASE +10,000 .19

Purchases and Sales of the Company's Common Stock During the Past Two Years by
MARK D. KUCHER

QUANTITY
TRADE SECURITY (- = Sale)
DATE DESCRIPTION ENTITY URCHASE OR SALE? (+ = Purchase) PRICE
--------------------------------------------------------------------------------
12/27/2000 quepasa Mark D. Kucher PURCHASE +5,000 0.125
12/28/2000 quepasa Mark D. Kucher PURCHASE +587.5 0.125
12/28/2000 quepasa Mark D. Kucher PURCHASE +781.25 0.15625
12/28/2000 quepasa Mark D. Kucher PURCHASE +687.5 0.125
12/28/2000 quepasa Mark D. Kucher PURCHASE +812.5 0.125
12/28/2000 quepasa Mark D. Kucher PURCHASE +1,000 0.125
12/28/2000 quepasa Mark D. Kucher PURCHASE +1,562.5 0.15625
12/28/2000 quepasa Mark D. Kucher PURCHASE +8,312.5 0.16625
12/28/2000 quepasa Mark D. Kucher PURCHASE +25 0.125
12/28/2000 quepasa Mark D. Kucher PURCHASE +31.25 0.15625
12/28/2000 quepasa Mark D. Kucher PURCHASE +125 0.125
12/28/2000 quepasa Mark D. Kucher PURCHASE+154.875 0.125
12/28/2000 quepasa Mark D. Kucher PURCHASE +212.5 0.125
12/28/2000 quepasa Mark D. Kucher PURCHASE +562.5 0.15625
12/26/2000 quepasa Mark D. Kucher PURCHASE +3,281.25 0.09375
12/29/2000 quepasa Mark D. Kucher PURCHASE +4,375 0.125
12/29/2000 quepasa Mark D. Kucher PURCHASE +93.75 0.09375
12/29/2000 quepasa Mark D. Kucher PURCHASE +93.75 0.09375
12/29/2000 quepasa Mark D. Kucher PURCHASE +112.5 0.09375
12/29/2000 quepasa Mark D. Kucher PURCHASE +187.5 0.09375
12/29/2000 quepasa Mark D. Kucher PURCHASE +281.25 0.09375
12/29/2000 quepasa Mark D. Kucher PURCHASE +281.25 0.09375
12/29/2000 quepasa Mark D. Kucher PURCHASE +468.75 0.09375
12/29/2000 quepasa Mark D. Kucher PURCHASE +468.75 0.09375
12/29/2000 quepasa Mark D. Kucher PURCHASE +468.75 0.09375
12/29/2000 quepasa Mark D. Kucher PURCHASE +468.75 0.09375
12/28/2000 quepasa Mark D. Kucher PURCHASE +899 0.155
01/25/2001 quepasa Mark D. Kucher PURCHASE +2,455 0.1
01/25/2001 quepasa Mark D. Kucher PURCHASE +1,250 0.125
01/31/2001 quepasa Mark D. Kucher PURCHASE +50,000 0.14
02/06/2001 quepasa Mark D. Kucher PURCHASE +5,500 0.11
02/06/2001 quepasa Mark D. Kucher PURCHASE +1,250 0.125
02/08/2001 quepasa Mark D. Kucher PURCHASE +3,125 0.125
02/09/2001 quepasa Mark D. Kucher PURCHASE +3,662.4 0.12208
02/09/2001 quepasa Mark D. Kucher PURCHASE +48,577.53 0.123234
08/31/2001 quepasa Mark D. Kucher PURCHASE +660,541 0.09
08/31/2001 quepasa Mark D. Kucher PURCHASE +552,942 0.10
11/31/2001 quepasa Mark D. Kucher PURCHASE +728,571 0.15

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IMPORTANT

Your vote is important, regardless of the number of shares you own. Please vote
as recommended by the Concerned Stockholders by taking these few easy steps:

(a) If your shares are registered in your own name(s), please sign, date and
promptly mail the enclosed BLUE Proxy Card in the postage-paid envelope
provided.

(b) If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a BLUE Proxy Card with respect to your
shares and only after receiving your specific instructions. Accordingly, please
sign, date and promptly mail the enclosed BLUE Proxy Card (or voting instruction
form) you received from the brokerage firm, bank nominee or other institutions
in whose name your shares are held in the postage-paid envelope provided. Please
do so for each account you maintain. To ensure that your shares are voted, you
should also contact the person responsible for your account and give
instructions for a BLUE Proxy Card to be issued representing your shares.

(c) After signing the enclosed BLUE Proxy Card (or voting instructions form), do
not sign or return any card (or form) sent to you by quepasa's Board -- not even
as a vote of protest. Remember, only your latest dated card will count.

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APPENDIX 1

Please mark
BLUE PROXY CARD your votes as
indicated in [X]
this example

The undersigned stockholder of quepasa.com, inc. hereby appoints Michael
Silberman, Kevin Dieball and Mark D. Kucher, or any one of them, with full power
of substitution, as proxy holders to cast all votes, as designated below, which
the undersigned stockholder is entitled to cast at the quepasa annual meeting of
stockholders to be held on February 28, 2002 at 10:00 a.m. local time, at Glen
Eagles, 3700 North Carson Street, Carson City, Nevada, upon the following
matters and any other matters as may properly come before the annual meeting or
any adjournments thereof.

1. Proposal to elect the following directors to serve a one-year term:

FOR AGAINST ABSTAIN
Michael Silberman / / / / / /
Mark D. Kucher / / / / / /
Brian Lu / / / / / /
Raymond Duch / / / / / /
Paul Mazursky / / / / / /

2. Proposal to approve and adopt the Amended and Restated Merger Agreement
dated as of October 11, 2001, by and among quepasa, Great Western Land and
Recreation, Inc., GWLAR, Inc., and GWLR, LLC, pursuant to which quepasa will
become a wholly-owned subsidiary of Great Western, and any and all
transactions contemplated by that agreement.

/ / FOR / / AGAINST / / ABSTAIN

3. Proposal to authorize the Great Western board of directors to effect a
reverse stock split of one share for up to 20 shares of Great Western common
stock outstanding at any time prior to or during the 24 month period
following the closing of the merger.

/ / FOR / / AGAINST / / ABSTAIN

4. Proposal to authorize the quepasa board of directors to completely liquidate
quepasa in the event the merger is not approved by the quepasa shareholders
or the merger agreement is terminated and, at the discretion of the board of
directors, to distribute all remaining cash after payment of all debts and
expenses, to the quepasa shareholders and to dissolve quepasa.

/ / FOR / / AGAINST / / ABSTAIN

5. Ratification of the appointment of KPMG LLP as quepasa's independent
auditors through the closing date of the merger.

/ / FOR / / AGAINST / / ABSTAIN

6. Proposal to give the Proxy Holder(s) authority to exercise their discretion
in voting on all such other matters as may properly come before the annual
meeting or any adjournments, postponements, reschedulings or continuations
thereof.
/ / FOR / / AGAINST / / ABSTAIN

The Concerned Stockholders Recommend A Vote "For" the election of the five
Directors set forth in Proposal Item 1 above, "For" Item 6 above, and "Against"
the proposals in Items 2, 3, 4 and 5 above.

The undersigned hereby acknowledges receipt of the Proxy Statement of Mark D.
Kucher, Michael Silberman and Kevin Dieball

Dated:___________________________________________________, 2002

________________________________________________________________________________
(Signature)

________________________________________________________________________________
(Signature if held Jointly)

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(Title or Authority)

Please sign exactly as your name appears on this proxy. Joint owners should each
sign personally. If signing as attorney, executor, administrator, trustee or
guardian, please include your full title. Corporate proxies should be signed by
an authorized officer. If a partnership, please sign in Partnership name by an
authorized person.

PLEASE PROMPTLY SIGN, DATE AND MAIL THIS CARD USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.

FOLD AND DETACH HERE
Please Return This Proxy Card Promptly By Mail. Remember, Telephone And Internet
Voting Are Not Permitted.

BLUE PROXY CARD

QUEPASA.COM, INC.
ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 28, 2002
PROXY SOLICITED BY MARK D. KUCHER, MICHAEL SILBERMAN AND KEVIN DIEBALL IN
OPPOSITION TO THE BOARD OF DIRECTORS OF QUEPASA.COM, INC.

The undersigned hereby appoints Mark D. Kucher, Michael Silberman and Kevin
Dieball, and each of them, the proxy or proxies of the undersigned, with full
power of substitution, to vote all shares of Common Stock of quepasa.com, Inc.
(the "Company") which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of the Company, scheduled to be
held on February 28, 2002, or any other stockholders' meeting held in lieu
thereof (the "Annual Meeting"), and at any and all adjournments, postponements,
rescheduling or continuations thereof.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, OR THIS
PROXY IS NOT PROPERLY EXECUTED, IT WILL BE VOTED "FOR" THE ELECTION OF MSSRS.
SILBERMAN, KUCHER, LU, DUCH, AND MAZURSKY, AND "FOR" THE PROPOSAL IN ITEM 6, AND
"AGAINST" PROPOSALS IN ITEMS 2, 3, 4 AND 5, AND IN THE DISCRETION OF THE PROXIES
ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENTS, POSTPONEMENTS, RESCHEDULINGS OR CONTINUATIONS THEREOF.

THIS PROXY IS NOT BEING SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.

IMPORTANT - PLEASE SIGN AND DATE ON REVERSE

FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
VOTE YOUR BLUE PROXY CARD BY MAIL TODAY.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRRN14A’ Filing	Date	First	Last	Other Filings

	12/31/02	18		10-K, NT 10-K
	12/15/02	2
	4/11/02	9
	2/28/02	10	39
	2/7/02	21
Filed on:	1/31/02
	1/29/02	8	33
	1/15/02	3	31	PREC14A
	1/10/02	31		8-K
	1/8/02	30	33
	1/7/02	10	12	SC 13D/A
	1/4/02	29
	12/31/01	27		10-K, 8-K
	12/28/01	22		8-K
	12/19/01	8	21
	12/15/01	31	32
	12/11/01	8		PRER14A
	12/3/01	21
	11/1/01	20
	10/31/01	21
	10/11/01	7	38
	5/1/01	20
	10/19/98	3
	7/22/98	6
	4/16/92	3
	4/13/92	3
	3/6/92	3
				List all Filings

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Filing Submission 0001092306-02-000028 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Silberman Michael D – ‘PRRN14A’ on 1/31/02 re: MeetMe, Inc.

On: Thursday, 1/31/02 · Accession #: 1092306-2-28 · File #: 0-25565

Revised Preliminary Non-Management Proxy Solicitation Material — Contested Solicitation or Other Situation — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Preliminary Non-Management Proxy Solicitation Material — Contested Solicitation or Other Situation — Schedule 14A
Filing Table of Contents