UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D/A
Amendment 1
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)
Edward F. Cowle
One Renaissance Square, 17F
White Plains, NY
(917) 209-3232
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 11, 2013
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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)
Edward F. Cowle
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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 3,900,000 SHARES
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SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 SHARES
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OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 3,900,000 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
3,900,000 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) 14.0%
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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 Kevin Cassidy, Chief
Executive Officer.
This 13D provides notice of the shareholder's ownership position as of June
25, 2013 and 500,000 shares sold on June 11, 2013 at $1.00 per share in a
private transaction.
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"). Edward F. Cowle is a New
York citizen.
Information with respect to this Reporting Person is given solely by such
Reporting Person.
Mr. Edward F. Cowle was a Founder, Director, and former CEO of US Rare
Earths, Inc. since 2008 and previously CEO of its predecessor Thorium Energy,
Inc., since 2006. Mr. Cowle was a Founder, and remains a Director, and principal
shareholder of Laser Technology, Inc., the world leader in sales of laser based
law enforcement speed guns, and laser applications for products in the sports
optics industry. He has also worked closely with the Office of Industrial
Liaison at New York University Medical School, investing in and incubating
several technologies. Mr. Cowle structured a lucrative licensing deal with C. R.
Bard for a start-up company that he co-founded with Temple University Office of
Technology Development and Commercialization. Mr. Cowle was a founding
shareholder and investor in Biophan Technologies, Inc. and worked closely with
management to develop business, financing, and investor awareness. The company
subsequently licensed and sold its technology to Boston Scientific and
Medtronic. The core product is currently being sold to the medical community by
Medtronic. Mr. Cowle was a founder of Golf Technologies, Inc., the owner and
manufacturer of the "Snake Eyes" brand of golf equipment and apparel. The
company was bought by Golfsmith who currently sells the Snake Eyes line of
products. Mr. Cowle is a newly elected Director and major shareholder of Zero
Gravity Solutions, Inc. Mr. Cowle formerly served as Senior Vice President
Investments-Paine Webber and Co. and Vice President-Bear Stearns and Co. He
graduated from Fairleigh Dickinson University in 1978 with a BA in English and
American studies. Ed is an active Director in the World Wide Children's
Organization of New York 501(C)(3),and is a Director of the Children's
International Obesity Foundation 501(C)(3).
The principal business address of Edward F. Cowle is One Renaissance
Square, 17F White Plains, NY.
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.
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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 shareholder's ownership position as of June
25, 2013 and 500,000 shares sold on June 11, 2013 at $1.00 per share in a
private transaction.
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 June 25, 2013, Mr. Cowle beneficially owned 3,900,000 shares of
Common Stock individually.
Mr. Cowle owned 14.0% of the Common Stock outstanding, based on total
shares of Common Stock outstanding as of June 25, 2013 of 27,822,811 shares.
(b) As of June 25, 2013, Mr. Cowle had sole voting power and sole
dispositive power with respect to 3,900,000 shares of Common Stock individually.
(c) Mr. Cowle has sold 500,000 shares of 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.
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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: June 25, 2013
Edward F. Cowle
By: /s/ Edward F. Cowle
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Name: Edward F. Cowle
Investor
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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