**Exhibit 3.1**

**CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION**

**OF**

**QUEPASA CORPORATION**

**FIRST.** The name of the corporation is: 

QUEPASA CORPORATION 

**SECOND.** Its registered office in the State of Nevada is located at 2533 North Carson Street, Carson City, Nevada 89706 that thisCorporation may maintain an office, or offices, in such other place within or without the State of Nevada as may be from time to time designated by the Board of Directors, or by the By-Laws of said Corporation, and that this Corporation may conductall Corporation business of every kind and nature, including the holding of all meetings of Directors and Stockholders, outside the State of Nevada as well as within the State of Nevada 

**THIRD.** The objects for which this Corporation is formed are: To engage in any lawful activity, including, but not limited to the following:

(A) Shall have such rights, privileges and powers as may be conferred upon corporations by any existing law. 

(B) May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation isorganized. 

(C) Shall have power to have succession by its corporate name for the period limited in its certificate or articles ofincorporation, and when no period is limited, perpetually, or until dissolved and its affairs wound up according to law. 

(D) Shall havepower to sue and be sued in any court of law or equity. 

(E) Shall have power to make contracts. 

 

(F) Shall have power to hold, purchase and convey real and personal estate and to mortgage or lease anysuch real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or bequest in the State of Nevada, or in any other state, territory or country. 

(G) Shall have power to appoint such officers and agents as the affairs of the corporation shall require, and to allow them suitable compensation.

(H) Shall have power to make By-Laws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, forthe management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders. 

(I) Shall have power to wind up and dissolve itself, or i.e. wound up or dissolved. 

(J) Shall have power to adopt and use a common seal or stamp, and alter the same at pleasure. The use of a seal or stamp by the corporation on anycorporate documents is not necessary. The corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document. 

(K) Shall have power to borrow money and contract debts when necessary for the transaction of its business or for the exercise of its corporate rights,privileges or franchises, or for any other lawful purpose of its incorporation: to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payableupon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful object. 

 

(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwisedispose of the shares of the capital stock of, or any bonds, securities or evidences of the indebtedness created by any other corporation or corporations of the State of Nevada, or any other state or government, and, while owners of such stock,bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any. 

(M) Shall have power to purchase, hold, sell and transfer shares of its own capital stock, and use therefor its capital, capital surplus, surplus, or other property or fund. 

(N) Shall have power to conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in the State ofNevada, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and any foreign countries. 

(O) Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or articles of incorporation, or any amendment thereof, or necessary or incidentalto the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not such business is similar in nature to the objects setforth in the certificate or articles of incorporation or the corporation, or any amendment thereof. 

(P) Shall have power to make donationsfor the public welfare or for charitable, scientific or educational purposes. 

(Q) Shall have power to enter into partnerships, general orlimited, or joint ventures, in connection with any lawful activities, as may be allowed by law. 

 

**FOURTH.** The aggregate number of shares of Common Stock which the corporation shall haveauthority to issue is 50,000,000 shares with par value of $.001 per share, which may be issued in one or more series at the discretion of the board of directors. In establishing a series, the board of directors shall give to it a distinctivedesignation so as to distinguish it from the shares of all other series and classes, shall fix the number of shares in such series, and the voting powers, designations, limitations, restrictions and relative rights of each such series thereof. Allshares of any one series shall be alike in every particular except as otherwise provided by these Articles of Incorporation or the Nevada Revised Statutes. The shares of Common Stock shall constitute the sole voting group of the Corporation, exceptto the extent any additional voting group or groups may hereafter be established in accordance with the Nevada Revised Statutes. The shares of this class shall also be entitled to receive the net assets of the corporation upon dissolution.Cumulative voting shall not be permitted in the election of directors or otherwise. Preemptive rights to purchase additional shares of stock are denied. 

The corporation shall have the authority to issue 5,000,000 shares of Preferred Stock with par value of $.001 per share, which may be issued in one or more series at the discretion of the board of directors. Inestablishing a series, the board of directors shall give to it a distinctive designation so as to distinguish it from the shares of all other series and classes, shall fix the number of shares in such series, and the preferences, rights andrestrictions thereof. All shares of any one series shall be alike in every particular except as otherwise provided by the Articles of Incorporation or the Nevada Revised Statutes. 

**FIFTH.** (a) The members of the governing board of the Corporation shall be known as directors. The number of directors shall not beless than one (1) pursuant to NRS Section 78.115. The number (including any increases and decreases) of directors shall be as set forth in the bylaws of the Corporation. 

 

(b) The directors shall be classified, with respect to the time for which they severally hold office,into three classes, Class I, Class II, and Class III; provided, that the directors in each class shall be as nearly equal in number as possible. When the number of directors is changed, the Board of Directors shall determine the class or classes towhich the increased or decreased number of directors shall be apportioned, provided that no decrease in the number of directors shall shorten the term of any incumbent director. The classification shall be such that the term of one class shallexpire each succeeding year. The terms, classifications, qualifications and election of the Board of Directors and the filling of vacancies thereon shall be as provided herein and in the Bylaws. Each initial director in Class I shall hold office fora term expiring at the 2008 annual meeting of stockholders; each initial director in Class II shall hold office for a term expiring at the 2009 annual meeting of stockholders; and each initial director in Class III shall hold office for a termexpiring at the 2010 annual meeting of stockholders. Notwithstanding the foregoing provisions of this Article Fifth, each director shall serve until such director’s successor is duly elected and qualified or until such director’s death,resignation or removal. At each annual meeting of stockholders, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the thirdyear following the year of their election and until their successors have been duly elected and qualified or until any such director’s earlier death, resignation or removal. Any vacancies or newly created directorships resulting from anyincrease in the authorized number of directors shall be filled, for the unexpired term, by the remaining directors, by the affirmative vote of a majority thereof (whether or not a quorum). Any director so 

chosen shall hold office for the unexpired portion of the term of the class of directors in which the new directorship was created or the vacancy occurredand until his or her successor shall have been elected and qualified or until any such director’s earlier death, resignation or removal. 

Any director or directors may be removed from office at any time, but only by the affirmative vote, at a duly constituted meeting called for such purpose, of the holders of at least two-thirds of the outstanding shares of each class ofshares entitled to vote as a separate class on such matter, but only if such proposal was contained in the notice of such meeting. At least 30 days prior to such meeting of stockholders, written notice shall be sent to the director or directorswhose removal will be considered at such meeting. 

Subsection (b) of this Article Fifth may not be amended unless first approved bythe affirmative vote of the holders of at least two-thirds of the outstanding shares of each class of shares entitled to vote as a separate class on such matter. 

**SIXTH.** The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation. 

**SEVENTH.** Omitted. 

**EIGHTH.** Omitted. 

**NINTH.** The corporation is to have perpetual existence. 

**TENTH.** In furtherance and not in limitation of the powers conferred by stature, the Board of Directors is expressly authorized: 

Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the By-Laws of the Corporation. 

 

To fix the amount to be reserved as working capital over and above its capital stock, paid in: toauthorize and cause to be executed, mortgages and liens upon the real and personal property of this Corporation. 

By resolution passed by amajority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the Corporation, which, to the extent provided in the resolution, or in the By-Laws of the Corporation, shallhave and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee or committees, shall have such name, or names, as may be stated in the By-Laws of the Corporation, or as maybe determined from time to time by resolution adopted by the Board of Directors. 

When and as authorized by the affirmative vote of theStockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the votingstock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such termsand conditions as its board of Directors deems expedient and for the best interests of the Corporation. 

**ELEVENTH.** Noshareholder shall be entitled as a matter of right to subscribe to or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but suchadditional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable. 

 

**TWELFTH.** The liability of the directors of the Corporation for monetary damages for breachof fiduciary duty is eliminated to the fullest extent provided by Nevada Law. 

Directors and officers of the Corporation shall beindemnified by the Corporation against any liability to the fullest extent provided by Nevada law. 

**THIRTEENTH**. ThisCorporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred uponStockholders herein are granted subject to this reservation. 

 

**CERTIFICATION OF ADOPTION**

I certify that I am the Executive Vice President and Chief Financial Officer of Quepasa Corporation (the “Corporation”) and that on August 14,2007, the Board of Directors of the Corporation authorized me to provide this certification. I also certify that the foregoing Certificate of Restated Articles of Incorporation correctly set forth the full text of the Company’s Articles ofIncorporation, as amended to the date of this certificate. 

DATED this 14th day of August, 2007. 

 

/s/ Charles B. Mathews
Charles B. MathewsExecutive Vice President and Chief Financial Officer