SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

BRON GUILLERMO

(Last)

(First)

(Middle)

1901 AVE. OF THE STARS

SUITE 470

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED PAN AM FINANCIAL CORP [ UPFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN OF THE BOARD

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2005

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/02/2005		J⁽¹⁾		1,216	D	$0	120,000	D
Common Stock								10,048,784	I	By Pan American Financial, LP ("PAFLP") and BVG West Corp ("BVG")
Common Stock	09/02/2005		J⁽²⁾		1,000	D	$0	119,000	D
Common Stock								10,049,784	I	By PAFLP and BVG
Common Stock	09/02/2005		J⁽³⁾		1,067,950	A	$0	119,000	D
Common Stock								10,049,784	I	By PAFLP and BVG
Common Stock	09/02/2005		J⁽³⁾		2,436,700	D	$0	1,998,150	D
Common Stock								7,613,084	I	By PAFLP
Common Stock	09/02/2005		J⁽⁴⁾		1,896,700	A	$0	659,000	D
Common Stock								9,509,784	I	By PAFLP

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Liquidating distribution of shares by PanAmerican Financial, LP (the "Partnership") to a limited partner of the Partnership. Mr. Bron, who controls PAFGP, LLC, the general partner of the Partnership, controls the shares owned by the Partnership.

2. 1,000 shares of the issuer transferred from the account of Mr. Bron to the account of PAFGP, LLC, which became the general partner of the Partnership on July 31,2005, which 1,000 shares are immediately contributed by PAFGP, LLC to the Partnership. Mr. Bron controls both PAFGP, LLC and the Partnership through his control of PAFGP, LLC as its managing member.

3. BVG West Corp, of which Mr. Bron was the President and majority shareholder immediately prior to its merger on September 2, 2005, with a wholly-owned subsidiary of the issuer, received 1,067,950 shares of the issuer in connection with the liquidation of the Partnership. Such 1,067,950 shares, plus 1,368,750 shares owned directly by BVG West Corp (a total of 2,436,700 shares), were cancelled as a result of the merger of BVG West effective September 2, 2005 and, upon effectiveness of the merger, 2,436,700 newly issued shares of the issuer were issued to the former shareholders of BVG West Corp.

4. On September 2, 2005, the former shareholders of BVG West immediately recontributed 1,896,700 of the 2,436,700 shares to the Partnership, and an aggragate of 540,000 shares were retained in the account of William Bron, a former shareholder of BVG West.

	/s/ William Bron	09/02/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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