SC 13D 1 sch13d.txt SCHEDULE 13D - AMIR ADNANI SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) URANIUM ENERGY CORP. (Name of Issuer) Common Stock -- par value $0.001 (Title of Class of Securities) 0001334933 (CUSIP Number) Diane D. Dalmy, Esq. 8965 W. Cornell Place Lakewood, Colorado 80227 303.985.9324 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 5, 2005 (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 which 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 Rule 13d- 7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) __________________ 1 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 be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 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. 0001334933 Page 2 of 5 Pages ______________________ _____________________ ________________________________________________________________________________ 1 NAME OF REPORTING PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Amir Adnani ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS Subscription Agreements ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada ________________________________________________________________________________ 7 SOLE VOTING POWER 635,334 Shares of Common Stock NUMBER OF ____________________________________________________ SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ____________________________________________________ REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 635,334 Shares of Common Stock ____________________________________________________ 10 SHARED DISPOSITIVE POWER 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 635,334 Shares of Common Stock ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.42% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON IND ________________________________________________________________________________ This original Schedule 13D statement (the "Schedule") is filed on behalf of Amir Adnani, an individual ("Adnani"), as the reporting person hereunder, relative to the acquisition by Adnani of certain shares of common stock issued by Uranium Energy Corp. Adnani has not made any previous filings on Schedule 13D relating to this acquisition or issuer. ITEM 1. SECURITY AND ISSUER. This Schedule relates to the voting common stock, $0.001 par value, of Uranium Energy Corp., a Nevada corporation ("Uranium Energy"). Uranium Energy maintains its principal executive offices at Austin Centre, 701 Brazos, Suite 500 PMB#, Austin, Texas 78701. ITEM 2. IDENTITY AND BACKGROUND This Schedule is being filed by Amir Adnani, an individual and citizen of Canada. The business address of Adnani is 2302 - 930 Cambie Street, Vancouver, British Columbia, Canada V6B 5X6. Pursuant to General Instruction C of Schedule 13D, Adnani (the "Instruction C Person") and the information specified in items (a) through (f) of Item 2 with respect to such Instruction C Person, are as follows: ________________________________________________________________________________ Name Position with Business Address Uranium Energy ________________________________________________________________________________ Amir Adnani President/CEO 2302-930 Cambie St. Director and Vancouver, B.C. Shareholder Canada V6B 5X6 ________________________________________________________________________________ Adnani has the sole right to control the disposition of and vote the Uranium Energy securities acquired. During the last five (5) years, no Instruction C Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or become 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 At the execution of four subscription agreements dated April 19, 2004, September 27, 2004, October 15, 2004 and November 4, 2005, respectively, between Uranium Energy and Adnani (collectively, the "Subscription Agreements"), an aggregate of 635,334 shares of restricted common stock of Uranium Energy were issued to Adnani. The consideration for the securities of Uranium Energy was the payment of cash. ITEM 4. PURPOSE OF TRANSACTION The transaction described herein was undertaken for the purpose of engaging in a private placement of the shares of common stock of Uranium Energy. Uranium Energy subsequently filed a registration statement on Form SB-2, which was declared effective by the Securities and Exchange Commission on December 5, 2005. Pursuant to the instructions for items (a) through (j) of Item 4, Adnani has plans as follows: (a) As set forth in Item 3 of this Schedule, Adnani has acquired an Aggregate of 635,334 shares of restricted common stock of Uranium Energy. Adnani may consider the acquisition of additional securities of Uranium Energy in the future but does not have any current plans to do so. (b) Adnani does not have any present plans or proposals to cause a merger or effect a liquidation or reorganization of Uranium Energy or to enter into extraordinary corporate transactions. (c) Adnani does not have any present plans or proposals to cause a sale or transfer of a material amount of assets of Uranium Energy. (d) Adnani does not have any present plans or proposals to cause a change in the present board of directors or in the management of Uranium Energy, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board. (e) Adnani does not have any present plans or proposals to cause a material change in the capitalization of Uranium Energy. (f) Adnani does not have any present plans or proposals to make any other material change to the business or corporate structure of Uranium Energy. (g) Adnani does not have any present plans or proposals to change Uranium Energy's charter, bylaws or instruments corresponding thereto or to take other actions that impede the acquisition of control of Uranium Energy by any person. (h) Adnani does not have any present plans or proposals to cause Uranium Energy's common stock from not being quoted on the OTC Bulletin Board. (i) Adnani does not have any present plans or proposals relating to a class of securities of Uranium Energy becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. (j) Adnani does not have any present plans or proposals to take any action similar to any of those enumerated in (a) through (i) above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the close of business on December 5, 2005, Adnani beneficially owned 635,334 shares (or approximately 5.42% of the outstanding shares) of Uranium Energy's common stock. (b) Adnani does not own any other common or preferred shares of Uranium Energy as of the date of this Schedule. Adnani has the sole power to vote or to direct the voting of the 635,334 common shares of Uranium Energy. (c) As of December 5, 2005, and within the sixty day period prior thereto, to the best knowledge and belief of the undersigned, no transactions involving Uranium Energy equity securities had been engaged in by Adnani. (d) To the best knowledge and belief of the undersigned, no person other than Adnani has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No contracts, arrangements, understandings or relationships between Adnani exist with respect to securities of the issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. SIGNATURES 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. Date: December 6, 2005 /s/ AMIR ADNANI ________________ Amir Adnani