FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Cook Geoffrey   2. Issuer Name and Ticker or Trading Symbol QUEPASA CORP [QPSA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 280 UNION SQUARE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 11/10/2011 (Street) NEW HOPE, PA 18938 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (1) 11/10/2011   A(1)   3,288,708 A (1) 3,288,708 D   Common Stock (1) (2) 11/10/2011   A(1)   274,059 A (1) 274,059 I See footnote (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to Buy) (3)

$ 4.24

11/10/2011

A

450,000

(3)

11/10/2021

Common Stock

450,000

(4)

450,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cook Geoffrey 280 UNION SQUARE DRIVE NEW HOPE, PA 18938	X	X	Chief Operating Officer

Signatures

/s/ Michael D. Harris, attorney-in-fact		11/15/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On November 10, 2011, the issuer's wholly-owned subsidiary merged with Insider Guides, Inc., a privately-held Delaware corporation ("myYearbook"). Holders of myYearbook's securities received cash and shares of the issuer's common stock as merger consideration. The reporting person, a former security holder of myYearbook, acquired these securities, as well as cash, in exchange for securities of myYearbook. The closing price of the issuer's common stock on the NYSE Amex on November 10, 2011 was $4.08.
(2)	Represents securities held by a trust for the benefit of the reporting person's children, with respect to which the reporting person's sister serves as the trustee. The reporting person disclaims beneficial ownership over these securities except to the extent of his pecuniary interest therein.
(3)	These securities were granted to the reporting person in connection with the reporting person's employment agreement. Of the securities: (i) 300,000 vest provided that certain performance milestones are met on the first two annual anniversary dates of the grant and (ii) 150,000 vest on the third anniversary of the grant.
(4)	Not applicable.

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