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)
H. Deworth Williams
2681 East Parleys Way, Suite 204
Salt Lake City, UT 84109
(801) 322-3401
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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)
H. Deworth Williams
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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 4,400,000 SHARES
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SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 SHARES
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OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 4,400,000 SHARES
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REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0 SHARES
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WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 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) 21.3%
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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 shareholders ownership position as of April
27, 2012. Mr. Williams indirectly also owns 250,000 shares indirectly through
Blue Cap Development Corp., of which the Reporting Person is a 50% owner.
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"). H. Deworth Williams is a
Utah 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. H. Deworth Williams was appointed as a director as of November 29, 2011
and is the owner of Williams Investment Company, a Salt Lake City, Utah
financial consulting firm and has been a financial consultant for more than
thirty-five years. During this time, Mr. Williams has been instrumental in
facilitating several mergers, acquisitions, business consolidations and
underwritings.
The principal business address of H. Deworth Williams is 2681 East Parleys
Way, Suite 204, Salt Lake City, UT 84109.
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. Mr. Williams indirectly also owns 250,000 shares indirectly through
Blue Cap Development Corp., of which the Reporting Person is a 50% owner.
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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, Mr. Williams beneficially owned 4,400,000 shares
of Common Stock individually.
Mr. Williams owned 21.3% of the Common Stock outstanding, based on total
shares of Common Stock outstanding as of April 27, 2012 of 20,680,777 shares.
Mr. Williams beneficially owned 18.1% 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, Mr. Williams had sole voting power and sole
dispositive power with respect to 4,400,000 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: May 9, 2012
H. Deworth Williams
By: /s/ H. Deworth Williams
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Name: H. Deworth Williams
Investor
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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