UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
Amendment 2
Under the Securities Exchange Act of 1934
U.S. RARE EARTHS, INC.
----------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.00001 PER SHARE
------------------------------------------
(Title of Class of Securities)
19655K 10 3
-----------
(CUSIP Number)
Matt Hoff, Trustee
Hoff Family Trust
91 Faircrest Road
Montoursville, PA 17754
(570) 368-7633
----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 2013
-------------
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
________________________________________________________________________________
CUSIP NO. 19655K 10 3 PAGE 2
________________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Matt Hoff
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
________________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 1,875,000 SHARES
____________________________________________________________
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 SHARES
____________________________________________________________
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,875,000 SHARES
____________________________________________________________
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0 SHARES
____________________________________________________________
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875,000 SHARES
________________________________________________________________________________
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D Amendment 2 ("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 following transactions:
Acquisition of Shares from Mr. Hoff
-----------------------------------
On June 28, 2013, the Company committed to acquire 165,000 shares of common
stock from Matthew Hoff at $1.00 per share.
Cancellation of Shares
----------------------
On July 26, 2011, the Company entered into an Addendum to a Revised Employment
Agreements with Matthew Hoff. Under these Agreement, the Company approved the
issuance 1,250,000 shares of common stock to Mr. Hoff for (i) $500,000 in
severance at $.50 per share for the change in control effected on December 15,
2010: and (ii) 125,000 shares related to each of years 4 and 5 for the change in
control effected on August 22, 2011, each as outlined in the Agreements.
On June 28, 2013, Mr. Hoff forfeited 750,000 shares of the 1,250,000 issuance
discussed above.
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 was the founder of both Media Max and Media Depot. Mr. Hoff is a
graduate of the University of Arkansas with a degree in Business Administration.
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.
3
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock were acquired for, and are being held for, investment
purposes.
This 13D provides notice of the following transactions:
Acquisition of Shares from Mr. Hoff
-----------------------------------
On June 28, 2013, the Company committed to acquire 165,000 shares of common
stock from Matthew Hoff at $1.00 per share.
Cancellation of Shares
----------------------
On July 26, 2011, the Company entered into an Addendum to a Revised Employment
Agreements with Matthew Hoff. Under these Agreement, the Company approved the
issuance 1,250,000 shares of common stock to Mr. Hoff for (i) $500,000 in
severance at $.50 per share for the change in control effected on December 15,
2010: and (ii) 125,000 shares related to each of years 4 and 5 for the change in
control effected on August 22, 2011, each as outlined in the Agreements.
On June 28, 2013, Mr. Hoff forfeited 750,000 shares of the 1,250,000 issuance
discussed above.
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 July 3, 2013, Mr. Hoff beneficially owned 1,875,000 shares of
Common Stock individually.
Mr. Hoff owned 6.7% of the Common Stock outstanding, based on total shares
of Common Stock outstanding as of July 3, 2013 of 27,893,939 shares.
(b) As of July 3, 2013, Mr. Hoff had sole voting power and sole dispositive
power with respect to 1,875,000 shares of Common Stock individually.
(c) Mr. Hoff has disposed of or cancelled 915,000 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.
4
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.
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: July 3, 2013
Matt Hoff
Hoff Family Trust
By: /s/ Matt Hoff
-------------
Name: Matt Hoff
Hoff Family Trust
Investor
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
5