WASHINGTON D.C. 20549
U.S. RARE EARTHS, INC.
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 Rule 13D-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 Section 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).
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D Amendment 1 ("13D") relates to the shares of common stock, par value $0.00001 per share (the "Common Stock"), of U. S. Rare Earths, Inc. (“USRE”), a Nevada corporation, whose principal executive office is located at 12 Gunnebo Drive, Lonoke, Arkansas. The principal executive officer is Michael D. Parnell, Chief Executive Officer.
This 13D provides notice of the award of 1,250,000 shares by the Board of Directors on August 31, 2012 related to his Employment Agreement as Amended.
ITEM 2. IDENTITY AND BACKGROUND.
This 13D is being filed pursuant to Rule 13D-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Matt Hoff is a Pennsylvania citizen. This "Reporting Party" is an "institutional investor" or an "accredited investor."
Information with respect to this Reporting Person is given solely by such Reporting Person.
Mr. Hoff is the founder of both Media Max and Media Depot. Mr. Hoff is a graduate of the University of Arkansas with a degree in Business Adminstration. Mr. Hoff has held management and sales positions in several companies including advertising, manufacturing and internet based businesses.
The principal business address of Matt Hoff is 91 Faircrest Road, Montoursville, PA 17754.
During the last five years, the Reporting Person, to the best of his knowledge, has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, the Reporting Person, to the best of his knowledge, has not been 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See description to Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock were acquired for, and are being held for, investment purposes.
This 13D provides notice of the award of 1,250,000 shares by the Board of Directors on August 31, 2012 related to his Employment Agreement as Amended.
Other
The Reporting Person may purchase additional shares of Common Stock from time to time depending upon price, market conditions, availability of funds, evaluation of other investment opportunities, and other factors. The Reporting Person have no present intention to sell any shares of Common Stock, although any Reporting Person could determine from time to time, based upon the same factors listed above for purchases, to sell some or all of the shares of Common Stock held by such Reporting Person.
The Reporting Person do not have any plans or proposals that would result in any of the actions or transactions described in clauses (a)through (j) of Item 4 of Schedule 13D, except as previously disclosed in this Schedule 13D, as amended, or as set forth above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) As of September 7, 2012, Mr. Hoff beneficially owned 2,835,000 shares of Common Stock individually.
Mr. Hoff owned 10.7% of the Common Stock outstanding, based on total shares of Common Stock outstanding as of September 7, 2012 of 26,482,912 shares. Mr. Hoff beneficially owned 9.5% of the Common Stock outstanding, based on total shares of Common Stock outstanding as of September 7, 2012 of 29,803,538 shares on a fully diluted basis.
(b) As of September 7, 2012, Mr. Hoff had sole voting power and sole dispositive power with respect to 2,835,000 shares of Common Stock individually.
(c) Mr. Hoff has acquired of one million two hundred and fifty thousand (1,250,000) shares of restricted common stock of the Company within the 60 days prior to the filing of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described herein, no Reporting Person nor any other person referred to in Item 2 herein, has any contract, arrangements understandings or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
(a) Not applicable.
