UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B)(C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
VISTA GOLD CORP.
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(Name of Issuer)
COMMON SHARES
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(Title of Class of Securities)
927926 20 4
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(CUSIP Number)
April 26, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
PAGE 1 OF 6 PAGES
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CUSIP NO. 927926 20 4 13G Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS PanAmerica Capital Group, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Panama
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5 SOLE VOTING POWER
8,296,270 (or 414,812 as adjusted on a 20-to-1 basis effective since June 19, 2002)
NUMBER OF --------------------------------------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING --------------------------------------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
8,296,270 (or 414,812 as adjusted on a 20-to-1 basis effective since June 19, 2002)
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,296,270 (or 414,812 as adjusted on a 20-to-1 basis effective since June 19, 2002)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 927926 20 4 13G Page 3 of 6 Pages
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ITEM 1(A). NAME OF ISSUER
Vista Gold Corp.
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ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
7961 Shaffer Parkway, Suite 5, Littleton, Colorado 80127
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ITEM 2(A). NAME OF PERSON FILING:
PanAmerica Capital Group, Inc.
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ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
12th Floor, World Trade Center, Panama, Republic of Panama
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ITEM 2(C). CITIZENSHIP:
Republic of Panama
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ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Shares
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ITEM 2(E). CUSIP NUMBER:
927926 20 4
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not Applicable
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CUSIP NO. 927926 20 4 13G Page 4 of 6 Pages
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ITEM 4. OWNERSHIP.
Provide the following information regarding the
aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount beneficially owned:
On March 19, 2002, as part of a private transaction,
the Issuer issued $200,000 aggregate principal amount
of convertible debentures (the "Debentures") to the
Reporting Person. The Debentures were convertible into
units (the "Debenture Units") at a price of $0.0513 per
Debenture Unit, at the option of the Reporting Person,
only after approval of the Issuer's shareholders. The
Issuer's shareholders approved the transaction at an
Annual and Special Meeting held on April 26, 2002. Each
Debenture Unit consisted of one Common Share and one
5-year purchase warrant exercisable to purchase one
Common Share at an exercise price of $0.075 per share.
As provided by the Debenture terms, such conversion
would be mandatory and automatic upon effectiveness of
a registration statement covering resale of Issuer
Common Shares issuable upon conversion of the
Debentures and exercise of warrants, including warrants
issuable as part of the Debenture Units. As of April
30, 2002, the Issuer's records indicate that their were
116,640,965 Common Shares outstanding. On April 30,
2002, the Reporting Person beneficially owned 8,296,270
shares, or 7.1% of the Issuer's outstanding Common
Shares.
The shares of Common Stock directly and beneficially
acquired by the Reporting Person were acquired and are
being held as an investment. The Reporting Person is a
foreign corporation that was unaware of its obligation
to file a report of this type at the time the
Debentures became convertible. The Reporting Person
intends to review on a continuing basis its investment
in the Issuer and may, depending on his evaluation of
the Issuer's business and prospects and upon future
developments, determine to increase or decrease, or
continue to hold as an investment or dispose of, his
investment in the Issuer. Except as set forth above,
the Reporting Person does not have any present plans or
proposals which relate to or would result in: (a) the
acquisition or disposition by any person of additional
securities of the Issuer, (b) an extraordinary
corporate transaction, such as a merger, reorganization
or liquidation, (c) a sale or transfer of a material
amount of assets of the Issuer or any of its
subsidiaries, (d) 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, (e) any material change in the present
capitalization or dividend policy of the Issuer, (f)
any other material change in the Issuer's business or
corporate structure, (g) any change in the Issuer's
charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition or
control of the Issuer by any person, (h) a class of
securities of the Issuer to be delisted from a national
securities exchange or cease being authorized to be
quoted in an inter-dealer quotation system of a
registered national securities association, (i) 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 (j)
any action similar to any of those enumerated above.
Additionally, the shareholders of the Issuer have not
voted upon any matters whatsoever since the date upon
which the Reporting Person became the beneficial owner
of more than 5% of the outstanding Common Shares of the
Issuer. The Reporting Person has not attempted to
influence management in any manner since becoming a
beneficial holder of more than 5% of the Issuer's
Common Shares.
As a consequence of a consolidation of the Issuer's
Common Shares on a 1-for-20 basis, effective June 19,
2002, and other transactions involving the Issuer's
securities since April 20, 2002, the total number of
the Issuer's outstanding Common Shares as of October 2,
2002 is 8,856,268. The number of Issuer's Common Shares
beneficial held by the reporting person were also
similarly adjusted. On September 19, 2002, the SEC
declared effective the above-mentioned registration
statement covering resale by selling security holders
of Issuer Common Shares. Pursuant to the terms of the
Debenture, the $200,000 principal amount of Debentures
held by the Reporting Person were automatically
converted into 194,931 Debenture Units at a price of
$1.026 per Debenture Unit. Upon conversion of the
Debentures The Reporting Person received 194,931 Common
Shares and 194,931 5-year share purchase warrants
exercisable to purchase one share of Common Stock at
the exercise price of $1.50. Aggregate beneficial
ownership figures include an additional 12,475 Common
Shares and 12,475 share purchase warrants being held by
Global Capital Resources Ltd. on behalf of the
Reporting Person.
NOTE: As of October 1, 2002, the Reporting Person
beneficially owns 414,812 Common Shares. The Reporting
Person's percentage ownership, based on 8,856,268
Common Shares outstanding at October 1, 2002, has been
reduced to 4.6%.
(b) Percent of class:
7.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 8,296,270 (or
414,812 as adjusted on a 20-to-1 basis effective since
June 19, 2002)
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of
8,296,270 (or 414,812 as adjusted on a 20-to-1 basis
effective since June 19, 2002)
(iv) Shared power to dispose or to direct the disposition
of 0
INSTRUCTION: For computations regarding securities
which represent a right to acquire an underlying security see
Rule 13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
INSTRUCTION. Dissolution of a group requires a response
to this item.
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CUSIP NO. 927926 20 4 13G Page 5 of 6 Pages
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATIONS.
By signing below, the undersigned certifies that, to
the best of its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having
that purpose or effect.
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CUSIP NO. 927926 20 4 13G Page 6 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
October 15, 2002
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(Date)
PanAmerica Capital Group, Inc.
By: /s/ Patrick M. Abraham
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(Signature)
Patrick M. Abraham, President & Chief Executive Officer
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(Name/Title)