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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.
* 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).
CUSIP No. |
03761E |
| 1 | NAMES OF REPORTING PERSONS: ST ANDREW GOLDFIELDS LTD. |
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| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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| NONE | |||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY: | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
| WC | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
| ONTARIO, CANADA | |||||||||||
| 7 | SOLE VOTING POWER: | ||||||||||
| NUMBER OF | 16,488,200 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER: | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | N/A | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
| REPORTING | |||||||||||
| PERSON | 16,488,200 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
| N/A | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
| 16,488,200 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
| N/A | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
| 11.6% (based on 142,244,080 issued and outstanding common shares of the Issuer's common stock). | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
| CO | |||||||||||
- 3 -
| a. | Name | ||
| St Andrew Goldfields Ltd. (“St Andrew”), a corporation incorporated pursuant to the laws of the Province of Ontario, Canada. | |||
| b. | Residence or business address | ||
| 1540 Cornwall Road Suite 212 Oakville, Ontario, Canada L6J 7W5 |
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| c. | Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. | ||
| See section f below. | |||
| d. | Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case. | ||
| No executive officer, director or person controlling St Andrew has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |||
| e. | Whether or not, during the last five years, such person was a 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; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order. | ||
| No executive officer, director or person controlling St Andrew, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and no executive officer, director or person controlling St Andrew 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. |
- 4 -
| f. | Citizenship. | ||
| The following table sets out the name, principal occupation and citizenship of every executive officer, director or person controlling of St Andrew. |
| Name | Principal Occupation | Citizenship | ||
Herbert Abramson Ontario, Canada Chairman and Director |
Chairman and Chief Executive Officer, Trapeze Capital Corp. (investment management company) | Canadian | ||
Stephen Burns, C.A. Ontario, Canada Director |
Vice-Chairman, Avenue Financial Corporation (investment management company) |
Canadian | ||
Glenn Laing Ontario, Canada President and Chief Executive Officer and Director |
President and Chief Executive Officer of St Andrew Goldfields Ltd.; President of Silverbridge Capital Inc. (private investment company and limited market dealer) | Canadian | ||
Paul C. Jones Colorado, USA Director |
Executive Vice-President of St Andrew Goldfields Ltd. | American | ||
Warren Seyffert Ontario, Canada Director |
Counsel to Lang Michener LLP (law firm) | Canadian | ||
Bernard Kraft, C.A Ontario, Canada Director |
Sr. Partner, Kraft, Berger, Grill, Schwartz, Cohen & March LLP (chartered accounting firm) | Canadian | ||
Gerald Slan, C.A Ontario, Canada Director |
President, Slan Advisors Inc. (consulting firm) | Canadian | ||
Mary Quinn Ontario, Canada Corporate Secretary |
Corporate Secretary | Canadian | ||
Geofrey Myers Ontario, Canada Assistant Secretary |
Partner with Lang Michener LLP (law firm) |
Canadian | ||
- 5 -
| a. | State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to aquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section13(d)(3) of the Act. | ||
| 16,488,200 shares of the Issuer’s common stock, representing 11.6% of the Issuer’s issued and outstanding common stock. | |||
| b. | For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared. | ||
| St Andrew holds the sole power to vote or to direct the vote and to dispose or to direct the disposition of 16,488,200 shares of the Issuer’s common stock, representing 11.6% of the Issuer’s issued and outstanding common stock. | |||
| c. | Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a). | ||
| Since January 12, 2007, the date of St Andrew’s most recent filing of Schedule 13D, until February 2, 2007, St Andrews acquired shares of the issuer’s common stock as summarized in the following table: |
| Amount of | Percentage of | |||||||||||||||
| shares | shares | |||||||||||||||
| Price per | beneficially | beneficially | ||||||||||||||
| Date of | share | owned after | owned after | |||||||||||||
| transaction | Shares acquired | (USD) | transaction | transaction | ||||||||||||
January 30, 2007 |
30,950 | $ | 0.48 | 14,265,150 | 10.0 | % | ||||||||||
January 31, 2007 |
63,000 | $ | 0.50 | 14,328,150 | 10.1 | % | ||||||||||
January 31, 2007 |
30,000 | $ | 0.51 | 14,358,150 | 10.1 | % | ||||||||||
January 31, 2007 |
67,000 | $ | 0.48 | 14,425,150 | 10.1 | % | ||||||||||
January 31, 2007 |
168,406 | $ | 0.50 | 14,593,556 | 10.3 | % | ||||||||||
January 31, 2007 |
58,300 | $ | 0.52 | 14,651,856 | 10.3 | % | ||||||||||
February 1, 2007 |
474,410 | $ | 0.54 | 15,126,266 | 10.6 | % | ||||||||||
February 2, 2007 |
125,500 | $ | 0.55 | 15,251,766 | 10.7 | % | ||||||||||
February 2, 2007 |
119,000 | $ | 0.56 | 15,370,766 | 10.8 | % | ||||||||||
February 2, 2007 |
931,000 | $ | 0.55 | 16,301,766 | 11.5 | % | ||||||||||
February 2, 2007 |
20,000 | $ | 0.55 | 16,321,766 | 11.5 | % | ||||||||||
February 2, 2007 |
166,434 | $ | 0.56 | 16,488,200 | 11.6 | % | ||||||||||
AGGREGATE TOTAL |
2,254,000 | $ | 0.5405 | 16,488,200 | 11.6 | % | ||||||||||
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| d. | If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required. | ||
| NONE | |||
| e. | If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities. | ||
| N/A |