UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GREAT BASIN WATER COMPANY
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
390135 10 1
(CUSIP Number)
Andrew S. Austin
2707 Garnet Ave., Suite 200
San Diego, CA 92107
858 270 4908
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 10, 2000
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Sections 240.13d-7(b) 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).
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SCHEDULE 13D
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CUSIP No. 390135 10 1
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew S. Austin
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO (See Item 3.)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7. SOLE VOTING POWER
6,771,904 shares of Common Stock
(includes 235,000 shares of stock
owned by Round II, Inc.)
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Number of
Shares 8. SHARED VOTING POWER
Beneficially 235,000
Owned by ----------------------------------------------
Each
Reporting 9. SOLE DISPOSITIVE POWER
Person 6,771,904
with ----------------------------------------------
10. SHARED DISPOSITIVE POWER
235,000
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<PAGE>
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,771,904
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.87%
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14. TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
Common Stock, $.001 par value.
Great Basin Water Company
2950 Flamingo Road, Suite F
Las Vegas, NV 89121
<PAGE>
ITEM 2. IDENTITY AND BACKGROUND.
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1.(a) Name: Andrew S. Austin*
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(b) Residence: 2707 Garnet Avenue, Suite 200
San Diego, CA 92109
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(c) Principal Occupation Financial Consultant
and Business Address 2707 Garnet Avenue, Suite 200
San Diego, CA 92109
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(d) Criminal Convictions: None
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(e) Civil Proceedings: None
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(f) Citizenship: United States
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*Mr. Austin owns and operates Round II, Inc. Round II, Inc. is a
private corporation wholly owned by Mr. Austin. Round II, Inc. is
incorporated in the State of Nevada. Mr. Austin conducts his
consulting business through Round II, Inc. Round II, Inc. has
not been found guilty of a criminal conviction and has not been
involved in any civil proceedings.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
Mr. Austin acquired the majority of his shares,
6,200,000 through a tax-exempt stock distribution
on November 10, 2000 by Round III Enterprises as
a result of an asset sale by Round III Enterprises
to the Registrant whereby Round III Enterprises
acquired the Registrant's stock. The additional
shares owned by Mr. Austin were previously held
through purchase and as payment in lieu of salary.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Austin is currently an officer of Great Basin
Water Company as its Vice President of Acquisitions.
The transaction through which he is now a significant
shareholder will not change the announced focus of
the Company. As part of Mr. Austin's becoming a
significant shareholder the Board has voted to
recommend Mr. Austin as a Director for election at
the Company's next Annual Shareholder's Meeting.
No other changes are contemplated by Mr. Austin
at this time in regard to the matters identified
below as (a) through (j).
(a) The acquisition by any person of additional
securities of the Company, or the disposition of
securities of the Company;
<PAGE>
(b) An extraordinary corporate transaction such as
a merger, reorganization or liquidation involving
the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Company or any of its subsidiaries;
(d) Any change in the present Board of Directors
or management of the Company, including any plans
or proposals to change the number of 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 Company;
(f) Any other material change in the Company's
business or corporate structure;
(g) Changes in the Company's charter, by-laws, or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
company by any person;
(h) Causing the Common Stock to cease to be
authorized to be quoted in the inter-dealer
quotation system of the National Association of
Securities Dealers, Inc.;
(i) Although the Common Stock may be eligible for
termination of registration pursuant to Section
12(g)(4) of the Securities Act of 1933, to have
such registration terminated; or
(j) Any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Mr. Austin owns an aggregate of 6,771,904 shares of Common
Stock. Based upon the 21,934,973 shares of Common Stock
outstanding as of November 10, 2000 (as set forth in the
Company's Quarterly Report on Form 10-QSB for the period ended
September 30, 2000), the shares which may be deemed to be
beneficially owned by Reporting Person represent approximately
30.87% of the shares of Common Stock outstanding.
(b) For information with respect to the power to vote or direct
the vote and the power to dispose or to direct the disposition of
the Common Stock beneficially owned by the Reporting Person, see
Rows 7-10 of the cover page and the responses to Items 4 and 5(a)
above.
(c) Not applicable.
(d) No person other than the Reporting 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 the Common Stock
beneficially owned by the Reporting Person.
(e) Not applicable
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
Date: November 15, 2000
/s/ ANDREW S. AUSTIN
Andrew S. Austin
