UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
U.S. RARE EARTHS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.00001 PER SHARE
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(Title of Class of Securities)
19655K 10 3
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(CUSIP Number)
Mr. Michael D. Parnell
Michael D. Parnell Living Trust
906 N. McCoy Blvd.
New Boston, TX 75570
(501) 676-2994
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 27, 2012
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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 of Rule 13D-1(e), 13D-1(f) or 13D-1(g), 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 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).
SCHEDULE 13D
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CUSIP NO. 19655K 10 3 PAGE 2
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Parnell / Michael D. Parnell Living Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
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NUMBER OF 7 SOLE VOTING POWER 1,585,000 SHARES
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SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 SHARES
____________________________________________________________
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,585,000 SHARES
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REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0 SHARES
____________________________________________________________
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,585,000 SHARES
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12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
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14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D ("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 shareholder's ownership position as of
April 27, 2012.
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"). Michael Parnell is a
Texas 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. Michael Parnell was appointed as a director and Chief Executive Officer
on December 31, 2007 following the acquisition of Media Depot. Mr. Parnell is a
graduate of the University of Arkansas with a degree in Agricultural Economics.
In 2002, Mr. Parnell joined J.I.T. Distribution as President and was responsible
for marketing, licensing and branding a variety of odor control products through
retail distribution chains. In 2004, Mr. Parnell joined GWA, a national
advertising agency as a National Account Director, directing Co-Op advertising
for 23 markets across the United States. In 2005, Mr. Parnell joined Media Depot
as National Account Director and was responsible for securing new clients and
maintaining existing client relationships. Prior to 2002, Mr. Parnell was a
portfolio manager with the Investment Banking firms of EF Hutton and Paine
Webber for almost 20 years.
The principal business address of Michael Parnell is 906 N. McCoy Blvd.,
New Boston, TX 75570.
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 shareholders ownership position as of April
27, 2012.
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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 April 27, 2012, Michael Parnell beneficially owned 1,585,000
shares of Common Stock individually.
Mr. Parnell owned 7.7% of the Common Stock outstanding, based on total
shares of Common Stock outstanding as of April 27, 2012 of 20,680,777 shares.
Michael Parnell beneficially owned 6.5% of the Common Stock outstanding, based
on total shares of Common Stock outstanding as of April 27, 2012 of 24,305,175
shares on a fully diluted basis.
(b) As of April 27, 2012, Michael Parnell had sole voting power and sole
dispositive power with respect to 1,585,000 shares of Common Stock individually.
(c) Not applicable.
(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.
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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: April 27, 2012
Mr. Michael D. Parnell
Michael D. Parnell Living Trust
By: /s/ Michael D. Parnell
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Name: Mr. Michael Parnell
Michael Parnell Living Trust
Investor
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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