SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

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

(Amendment No. 2)*

WITS BASIN PRECIOUS MINERALS INC.

(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE

(Title of Class of Securities)

977427 10 3

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-(c)

x Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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 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).

CUSIP No. 977427 10 3	13G	Page 2 of 8 Pages

1.				NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

				Hawk Precious Minerals USA, Inc. (“Hawk USA”)

2.				CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

3.				SEC USE ONLY

4.				CITIZENSHIP OR PLACE OF ORGANIZATION
				Minnesota

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER
			3,242,500

		6.	SHARED VOTING POWER
			0

		7.	SOLE DISPOSITIVE POWER
			3,242,500

		8.	SHARED DISPOSITIVE POWER
			0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,242,500

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.35%

12.	TYPE OF REPORTING PERSON
	CO

CUSIP No. 977427 10 3

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Page 3 of 8 Pages

1.	NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Hawk Precious Minerals Inc. (“Hawk Canada”)

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

(b)

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

Canadian company

NUMBER OF	5.	SOLE VOTING POWER

SHARES		3,482,500

BENEFICIALLY	6.	SHARED VOTING POWER

OWNED BY		0

EACH	7.	SOLE DISPOSITIVE POWER

REPORTING		3,482,500

PERSON	8.	SHARED DISPOSITIVE POWER

WITH		0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,482,500 (Includes 3,242,500 shares owned by Hawk USA, a wholly-owned subsidiary of Hawk Canada)

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.6%

12.	TYPE OF REPORTING PERSON*

CUSIP No. 977427 10 3

13G

Page 4 of 8 Pages

1.	NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

H. Vance White

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

(b)

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF	5.	SOLE VOTING POWER

SHARES		1,450,000

BENEFICIALLY	6.	SHARED VOTING POWER

OWNED BY		3,482,500

EACH	7.	SOLE DISPOSITIVE POWER

REPORTING		1,450,000

PERSON	8.	SHARED DISPOSITIVE POWER

WITH		3,482,500

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,932,500 (includes 3,242,500 shares owned by Hawk USA; 240,000 shares owned by Hawk Canada; and options to purchase 1,450,000 shares) Mr. White disclaims beneficial ownership of the shares owned by Hawk USA and Hawk Canada.

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12.	TYPE OF REPORTING PERSON*

CUSIP No. 977427 10 3

13G

Page 5 of 8 Pages

Item1(a).

Name of Issuer:

WITS BASIN PRECIOUS MINERALS INC.

Item 1(b).

Address of Issuer's Principal Executive Offices:

900 IDS Center, 80 South 8^th Street

MINNEAPOLIS, MINNESOTA 55402-8773

Item 2(a).

Name of Person Filing:

This form is being filed by Hawk Precious Minerals USA, Inc., a Minnesota corporation; Hawk Precious Minerals Inc., a Canadian corporation; and H. Vance White, a Canadian citizen.

Item 2(b).

Address of Principal Business Office, or if None, Residence:

2500-120 Adelaide Street W, Toronto, Ontario, CANADA M5H 1T1

Item 2(c).

Citizenship:

See item 2(a) above

Item 2(d).

Title of Class of Securities:

COMMON STOCK, $.01 PAR VALUE

Item 2(e).

CUSIP Number:

977427 10 3

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)	o	Broker or dealer registered under Section 15 of the Exchange Act.

(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)	o	Investment company registered under Section 8 of the Investment Company Act.

(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

CUSIP No. 977427 10 3

13G

Page 6 of 8 Pages

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:

4,932,500 (Includes 3,242,500 shares owned by Hawk USA, a wholly-owned subsidiary of Hawk Canada; 240,000 shares owned by Hawk Canada; and options to purchase 1,450,000 shares held by H. Vance White, an officer and director of both corporations.)

_______________________________________________________________________________________________________________

(b) Percent of class:

Hawk USA beneficially owns 3.35%; Hawk Canada beneficially owns 3.6%, by virtue of the stock held by Hawk USA, a wholly owned subsidiary; and Mr. White may be deemed to beneficially own 5.0%, by virtue of his position as a officer and director of both corporations. However he disclaims any pecuniary interest in the shares held by Hawk USA and Hawk Canada (based upon 96,797,739 shares outstanding as reported by the Issuer on February 2, 2007)

_______________________________________________________________________________________________________________

(i)	Sole power to vote or to direct the vote:	3,482,500 (Hawk Canada)
		1,450,000 (Mr. White)

(ii)	Shared power to vote or to direct the vote:	3,482,500 (Mr. White)

(iii)	Sole power to dispose or to direct the disposition of:	3,482,500 (Hawk Canada)
		1,450,000 (Mr. White)

(iv)	Shared power to dispose or to direct the disposition of:	3,482,500 (Mr. White)

Item 5.

Ownership of Five Percent or Less of a Class.

N/A

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certifications.

(a)

Not applicable.

(b)

Not applicable.

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: February 13, 2007	HAWK PRECIOUS MINERALS USA, INC.

	By:	/s/ H. Vance White
		H. VANCE WHITE


	HAWK PRECIOUS MINERALS INC.

	By:	/s/ H. Vance White
		H. VANCE WHITE



		/s/ H. Vance White
		H. VANCE WHITE

EXHIBIT A

AGREEMENT

TO JOINTLY FILE SCHEDULE 13G

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of Wits Basin Precious Minerals Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.


Dated: February 13, 2007	HAWK PRECIOUS MINERALS USA, INC.

	By:	/s/ H. Vance White
		H. VANCE WHITE


	HAWK PRECIOUS MINERALS INC.

	By:	/s/ H. Vance White
		H. VANCE WHITE



		/s/ H. Vance White
		H. VANCE WHITE