-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NewZFdWAAZCP3VTrf1HQ4cdOIQy8ADaGHxrgKoAZOEN/fZ8lidXzjcz7cSKQON4d 6R1nfyJN+hR/abU8Wun5GQ== 0001144204-06-042641.txt : 20061017 0001144204-06-042641.hdr.sgml : 20061017 20061017171349 ACCESSION NUMBER: 0001144204-06-042641 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061017 DATE AS OF CHANGE: 20061017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WITS BASIN PRECIOUS MINERALS INC CENTRAL INDEX KEY: 0000912875 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 841236619 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50493 FILM NUMBER: 061149283 BUSINESS ADDRESS: STREET 1: 80 SOUTH 8TH STREET STREET 2: SUITE 900 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612)349-5277 MAIL ADDRESS: STREET 1: 80 SOUTH 8TH STREET STREET 2: SUITE 900 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVE IQ TECHNOLOGIES INC DATE OF NAME CHANGE: 20010702 FORMER COMPANY: FORMER CONFORMED NAME: METEOR INDUSTRIES INC DATE OF NAME CHANGE: 19960313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREEN ANDREW JOSEPH CENTRAL INDEX KEY: 0001377187 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 513-794-9700 EXT 104 MAIL ADDRESS: STREET 1: 5101 CREEK ROAD CITY: CINCINNATI STATE: OH ZIP: 45242 SC 13D 1 v054904_sc13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13D-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PUSUANT TO
RULE 13d-2(a)

(Amendment No. )1

WITS BASIN PRECIOUS MINERALS INC.
(Name of Issuer)

Common Stock, $.01 par value
(Title of Class of Securities)

977427 10 3
(CUSIP Number)

Andrew Joseph Green
5101 Creek Road
Cincinnati, OH 45242
513-794-9700, ext. 104
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)

November 1, 2005
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because Rule13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
 
See Rule §240.13d-7 for other parties to whom copies are to be sent.

(continued on following pages)
 

1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 6 page

 
CUSIP No. 977427 10 3
 SCHEDULE 13D
Page 2 of 6
 
     
     
 
1.
 
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
Andrew Joseph Green
 
     
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) o
 
 
3. 
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS* PF
 
 
5. 
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     o
 
 
6. 
 
CITIZENSHIP OR PLACE OF ORGANIZATION USA
 
NUMBER OF
 
7.
 
SOLE VOTING POWER
9,550,000 shares 
 
SHARES
BENEFICIALLY
OWNED
BY
 
8.
 
SHARED VOTING POWER
0
 
EACH
REPORTING
PERSON
WITH
 
9.
 
SOLE DISPOSITIVE POWER
9,550,000 shares
 
 
 
10.
 
SHARED DISPOSITIVE POWER
0
 
     
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,550,000 shares
 
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES     o
 
 
13. 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8%
 
 
14.
 
TYPE OF REPORTING PERSON IN
 
 
Page 2 of 6 page


ITEM 1. SECURITY AND ISSUER

This statement relates to the common stock, $.01 par value, of Wits Basin Precious Minerals, Inc., a Minnesota corporation (“Wits” or the “Issuer”). The address of the Issuer=s principal executive offices is 80 South 8th Street, Suite 900, Minneapolis, MN 55402.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is being filed by Andrew Joseph Green. The principal business address for Mr. Green is 5101 Creek Road, Cincinnati, OH 45242. Mr. Green is a private investor.

During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Green is a citizen of the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Not applicable.

ITEM 4. PURPOSE OF TRANSACTION

The shares of Wits subject to this Statement are held by the Reporting Person solely for investment purposes.

Although the Reporting Person has not formulated any other definitive plan, he may from time to time acquire, or dispose of, common stock and/or other securities of the Company if and when he deems it appropriate. The Reporting Person may formulate other purposes, plans or proposals relating to any of such securities of the Issuer to the extent deemed advisable in light of market conditions, investment policies and other factors. Except as indicated in this Statement, the Reporting Person has no current plans or proposals which would relate to or would result in any of the following matters:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
 
 
Page 3 of 6 page

 

(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, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be 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 Act; or

(j) Any action similar to any of those enumerated above.

ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER

(a) and (b)     The Reporting Person beneficially owns 9,550,000 Shares (which includes warrants to purchase 4,800,000 shares at $0.12 per share and a right to purchase 3,000,000 shares at $0.20 per share).

According to information provided by the Issuer, the number of shares outstanding as of October 12, 2006 was 90,054,406. Accordingly, based upon this information the Reporting Person is the beneficial owner of 9.8% of the outstanding shares.

c.  TRANSACTIONS WITHIN THE LAST 60 DAYS

On September 22, 2006, the Reporting Person wrote a private call option to an unaffiliated party to purchase up to 3,000,000 shares at $.50 per share. He received $300,000 as consideration for this option.

d. The Reporting Person and the Issuer have executed a standby joint venture financing agreement (the “Agreement”). The Agreement contemplates the Reporting Person’s future participation in joint venture or financing arrangements for the purposes of financing mineral exploration projects (“Projects”). The Agreement sets forth basic terms of any such future joint venture or financing arrangements, including terms relating to the payment of proceeds from Projects for which a joint venture or financing arrangement has been entered, but may be subject to written agreements relating to specific Projects.
 
 
Page 4 of 6 page

 

e. Not applicable.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER

None

ITEM 7.  EXHIBITS.

None

Page 5 of 6 page


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
     
Dated: October 17, 2006    /s/ Andrew J. Green  
 

Andrew J. Green
 

 
Page 6 of 6 page

 
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