UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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Quepasa Corporation
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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74833W206
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(CUSIP Number)
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Terry Herndon
c/o Insider Guides, Inc.
280 Union Square Drive
New Hope, Pennsylvania 18938
(215) 862-1162
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With copies to:
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Harris Cramer LLP
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3507 Kyoto Gardens Drive, Suite 320
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Palm Beach Gardens, FL 33410
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Attention: Michael D. Harris, Esq.
(561) 478-7077
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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November 10, 2011
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 74833W206
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13D
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Terry Herndon
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
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7
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SOLE VOTING POWER
1,156,189
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SHARES
BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER
1,156,189(1)
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EACH
REPORTING
PERSON
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9
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SOLE DISPOSITIVE POWER
1,156,189
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WITH
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10
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SHARED DISPOSITIVE POWER
1,156,189 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,312,378
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% (2)
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14
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TYPE OF REPORTING PERSON
IN
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(1) Represents securities held by the Reporting Person’s wife. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.
(2) Based upon 35,148,172 shares of Common Stock outstanding and 1,479,948 shares of Common Stock underlying outstanding Preferred Stock as of November 17, 2011, which Preferred Stock votes on an as-converted basis.
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CUSIP No. 74833W206
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13D
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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a.
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Terry Herndon
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b.
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82 Hillside Road, Carlisle, MA 01741.
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c.
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The Reporting Person is the owner and Chief Executive Officer of Path Scientific, LLC; address: 82 Hillside Road, Carlisle, MA 01741.
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d.
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The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years.
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e.
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The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years.
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f.
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The Reporting Person is a United States citizen.
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Item 3.
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Source or Amount of Funds or Other Consideration.
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Item 4.
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Purpose of the Transaction.
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(a)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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Any other material change in the Issuer’s business or corporate structure;
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(g)
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Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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(h)
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Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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Any action similar to any of those enumerated above.
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Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to be filed as Exhibits.
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CUSIP No. 74833W206
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13D
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Date: November 21, 2011
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By:
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/s/ Terry Herndon
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Terry Herndon
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