SecProbe.io

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Mail Stop 0407

      							April 28, 2005

Via U.S. Mail and Fax (602-716-0200)
Mr. Charles B. Mathews
Chief Financial Officer
Quepasa Corporation
410 N. 44ths Street, Suite 450
Phoenix, AZ  85008

	RE:	Quepasa Corporation
      Form 10-KSB for the fiscal year ended December 31, 2004
		Filed March 31, 2005
		File No. 0-25565

Dear Mr. Mathews:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the fiscal year ended December 31, 2004

Note 1 - Description of Business and Summary of Significant
Accounting Policies

Stock-Based Compensation, page F-11

1. We note that total stock-based compensation expenses determined
under fair value accounting, net of tax effects decreased 90.7%
from
$2,657,598 to $248,333 for the year ended December 31, 2003 to
2004,
respectively.  Please explain the reason for the large decrease.

2. In addition, on page F-17 you state that you had stock-based
compensation expense of $124,134 and $871,307 for the years ended
December 31, 2004 and 2003, respectively.  However your pro forma
presentation on page F-11 does not show this stock-based employee
compensation as per paragraph 45(c)(2) of SFAS 123.  Please
advise.

Note 6 - Commitments and Contingencies

Private Placement - Preferred Stock, page F-16

3. We note that pursuant to your Private Placement Memorandum, the
preferred shareholders may convert their shares into common stock
at
anytime and that the conversion price is $1.23.  Tell us how you
considered EITF 98-5 and 00-27 regarding beneficial conversion
feature for your convertible preferred stock.  Provide a detailed
analysis showing your calculation.

Part II, Item 8A. Controls and Procedures, page 18

4. Since your Form 10-KSB was filed after August 14, 2003, your
certifying officers must evaluate your disclosure controls and
procedures as of the end of the period covered by the report,
rather
than as of a date "within the 90 days prior to the filing of this
report."  Please tell us in your response letter whether your
certifying officers concluded your disclosure controls and
procedures
were effective as of the end of the period covered by your Form
10-
KSB.

      Also, please include such conclusions in future filings,
where
required.
5. It is not clear whether, in making their conclusions, your
certifying officers considered all information described in the
definition of disclosure controls and procedures in Exchange Act
Rule
13a-15(e).  Please tell us in your response letter whether your
certifying officers concluded, as of the end of the period covered
by
the report, that your disclosure controls and procedures were
effective in ensuring that information required to be disclosed by
you in the reports that you file or submit under the Exchange Act
is
recorded, processed, summarized and reported, within the time
periods
specified in the Commission`s rules and forms.  Also tell us
whether
your certifying officers concluded that your disclosure controls
and
procedures were effective to ensure that information required to
be
disclosed in the reports that you file or submit under the
Exchange
Act is accumulated and communicated to your management, including
your certifying officers, to allow timely decisions regarding
required disclosure.  See Exchange Act Rule 13a-15(e).

Alternatively, you may simply tell us, if true, that your
certifying
officers concluded that, as of the end of the period covered by
the
report, your disclosure controls and procedures were effective.

      Please also do so in future filings, where required.

6. Item 308(c) of Regulation S-B requires you disclose any change
in
your internal control over financial reporting identified in
connection with the evaluation required by Exchange Act Rule 13a-
15(d) that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting.  Please confirm to
us
in your response letter that there was no change in your internal
control over financial reporting that occurred during your fourth
fiscal quarter in 2004 that has materially affected, or is
reasonably
likely to materially affect, your internal control over financial
reporting.

Please also do so in future filings, where required.

7. We note your statements that, in connection with your 2004
audit,
your auditors "communicated to the Registrant matters it
considered
to be material weaknesses in the Registrant`s internal controls
relating to the adequacy of staffing of its accounting and finance
department" and that you have been "addressing this concern and
[are]
in the process of further enhancing [your] staff and its
processes."
Tell us in your response letter the bases for your certifying
officers` conclusions about the effectiveness of your disclosure
controls and procedures in light of the material weaknesses.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Inessa Berenbaum, Staff Accountant, at (202)
551-3371 or Dean Suehiro, Senior Staff Accountant, at (202) 551-
3384
if you have questions regarding the financial statements and
related
matters and comments 1 through 3.  If you have questions regarding
comments 4 through 7 please contact Cheryl Grant at (202) 551-
3359.
Please contact me at (202) 551-3810 with any other questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

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Mr. Charles B. Mathews
Quepasa Corporation
April 28, 2005
Page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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