TYPE: 425
SEQUENCE: 1
DESCRIPTION: LETTER TO THE SHAREHOLDERS OF QUEPASA.COM, INC. PURSUANT TO
RULE 425


                             Filed by: quepasa.com, inc.
                             This communication is filed pursuant to Rules 165
                             and 425, as promulgated under the Securities Act of
                             1933, as amended.

                             Subject Company: quepasa.com, inc.
                             Commission File No. 0-25565


THIS SHAREHOLDER LETTER IS FILED BY QUEPASA.COM, INC. PURSUANT TO RULES 165 AND
425 OF THE SECURITIES ACT OF 1933 AND IS THEREBY DEEMED FILED PURSUANT TO RULE
14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934. INVESTORS ARE URGED TO READ
THE VARIOUS FILINGS OF QUEPASA.COM, INC. THAT HAVE BEEN AND WILL BE FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO THE PROPOSED MERGER
BETWEEN QUEPASA.COM, INC. AND GREAT WESTERN LAND AND RECREATION, INC., INCLUDING
THE PROXY STATEMENT/REGISTRATION STATEMENT THAT IS REQUIRED TO BE FILED WITH
RESPECT TO THE PROPOSED MERGER. THE SECURITIES AND EXCHANGE COMMISSION FILINGS
ARE AVAILABLE TO THE PUBLIC AT THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE
AT HTTP://WWW.SEC.GOV. INVESTORS CAN ALSO OBTAIN FREE COPIES OF THE DOCUMENTS
RELATING TO QUEPASA.COM, INC. BY CONTACTING ROBERT J. TAYLOR, CHIEF OPERATING
OFFICER, QUEPASA.COM, INC., 400 E. VAN BUREN STREET, FOURTH FLOOR, PHOENIX, AZ
85004, (602) 716-0100.

Set forth below is a letter from Gary L. Trujillo, quepasa.com, inc.'s Chairman
and Chief Executive Officer, currently being sent to the shareholders of
quepasa.com, inc.


To all Shareholders of quepasa.com, inc.

The purpose of this letter is to share with you the process followed by your
Management team and Board of Directors leading up to our recent merger
announcement. We believe the steps taken will greatly enhance the future value
of your investment in quepasa. Specifically, the company has recently entered
into a definitive merger agreement with Great Western Land and Recreation, Inc.,
a merger that your Management team and Board of Directors unanimously support.

quepasa has suffered a serious drop in its stock price since it became a public
company in June 1999, a fate suffered by many Internet and technology related
companies. In fact, already some 377 stocks have been delisted from US exchanges
this year alone for failing to meet minimal financial requirements, according to
data from the exchanges.

Since May of 2000 and coinciding with the early indications of Internet market
decline, your Board of Directors and Management team began the process of
seeking strategic alternatives to enhance quepasa's competitive position. As a
result, the company began to reduce spending, lay-off employees, and began
seeking alternative business strategies to conserve cash and to provide a solid
balance sheet for future business opportunities, ultimately protecting
shareholder value. We believe that quepasa was one of the first Internet
companies to proactively cut expenses at this early stage of Internet market
decline.

I believe we are indeed fortunate to have a Board of such experience and
knowledge that anticipated early on the need to manage our assets appropriately
and lay plans for the survival of the company. These early decisions to conserve
cash allowed quepasa to evaluate many strategic options to protect shareholder
value. After a long and exhaustive search, nationally and internationally, and
guided by our investment banking firm, the Board arrived at the decision to
merge with Great Western.

Great Western appeared as the leading candidate in our search for an appropriate
merger partner based upon many criteria including, but not limited to, its
operating history, growth and profitability trends, management strength, and net
equity contribution. Consequently, the Board of Directors determined that the
opportunity that maximized quepasa shareholder value was to merge with the
growing, profitable business of Great Western.

Great Western is a real estate development and investment company with holdings
primarily in Arizona, New Mexico and Texas. Great Western and its predecessors,
including Amortibanc Management, L.C., have been in land and land related
business since 1928. Currently, Great Western focuses primarily on developing
condominiums, apartments, residential lots and recreational property, including
the Wagon Bow Ranch in northwest Arizona and the Willow Springs Ranch in central
New Mexico.

We are pleased with the future prospects of Great Western, and we believe it has
an experienced management team that has shown responsible management. For the
six months ended June 30, 2001, Great Western had net revenue of $5.9 million,
net profit of $835,000, net equity of $3.1 million, and is contributing property
assets to the merged entity valued, by appraisal, in excess of $12 million.

Upon approval by you, the shareholders of quepasa, the current shareholder of
Great Western would immediately own 51% of the merged companies while the
current shareholders of quepasa would own 49%. Great Western's shareholder will
also receive warrants (with exercise prices that are currently out of the money)
to purchase additional shares of Great Western that would increase its ownership
to a maximum of 65%. The combined company's common stock will be publicly traded
following the merger under the Great Western name.

We have spent the past several months primarily negotiating the final merger
agreement, further cutting operational expenses (including reducing our head
count to three), selling non-essential assets and terminating our long-term
obligations.

I am sure you have many questions about this transaction that will be answered
by the proxy statement you will receive prior to our shareholder meeting. This
proxy statement must first be filed with, and reviewed by, the Securities and
Exchange Commission, and cannot be mailed to you until that process is complete.
We expect that a shareholder meeting will be held by the end of 2001 to vote on
the proposed transaction.


The company is now working diligently to become current on its filings with the
Securities and Exchange Commission after completing a review process that began
in January 2001. This review, while requiring amended filings for the 1999
annual report and all three 2000 quarterly reports, does not negatively affect
cash balances in any period. We filed our 2000 annual report this week and
expect to file the first two 2001 quarterly reports shortly. quepasa and Great
Western are working together to produce a proxy statement to shareholders
containing detailed information on the merger and Great Western's business,
including their historical financial statements. We have already filed the
merger agreement and several other material documents relating to the merger
with the Securities and Exchange Commission in a periodic report dated August
16, 2001. I encourage you to review these agreements if you would like a more
detailed understanding of the merger. In addition, there will be instructions
contained in the proxy statement should you have additional questions about the
proposed transaction after reviewing the proxy.

In summary, the dramatic decline in the value of Internet sector companies
required us to make significant changes in order to survive. As you know, many
Internet companies have run out of money, filed for bankruptcy or simply shut
their doors in the past year. I am proud that we are able to propose to our
shareholders a transaction with a successful business in the thriving real
estate sector. I urge you to support the merger with Great Western.

Sincerely,

/s/ Gary L. Trujillo

Gary L. Trujillo
Chairman and Chief Executive Officer

The statements in this letter regarding the proposed merger and future
performance and growth are forward-looking statements that are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially. Factors that could cause or
contribute to such differences include, but are not limited to, the possibility
that the merger may not be consummated, risks associated with real estate
development, and those factors set forth in quepasa.com documents filed with the
Securities and Exchange Commission.