SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
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)
February 15, 2006
_______________________________________________________
(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 7 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 7 Pages
______________________ _____________________
________________________________________________________________________________
1 NAME OF REPORTING PERSON:
Golden West Investments Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Purchase and Sale Agreement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belize
________________________________________________________________________________
7 SOLE VOTING POWER
3,250,000 Shares of Common Stock
NUMBER OF ____________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ____________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON 3,250,000 Shares of Common Stock
WITH ____________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,250,000 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)
22.16%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
This original Schedule 13D statement (the "Schedule") is filed on behalf of
Golden West Investments Ltd., a Belize corporation ("Golden West"), and Barry
Dempsey, on behalf of Tustell Ltd., the sole director of Golden West
("Dempsey"), as the reporting persons hereunder, relative to the disposition by
Golden West of certain shares of common stock issued by Uranium Energy Corp.
Golden West has made one previous filing on Schedule 13D relating to this
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 Golden West, a Belize corporation , and
Dempsey, on behalf of Tustell Ltd., the sole director of Golden West. The
business address of Golden West and Dempsey is P.O. Box 97, Leeward Highway
Provenciales, Turks & Caicos Island, British West Indies.
Pursuant to General Instruction C of Schedule 13D, Golden West and Dempsey
(the "Instruction C Persons") and the information specified in items (a) through
(f) of Item 2 with respect to such Instruction C Persons, are as follows:
________________________________________________________________________________
Name Position with Business Address
Uranium Energy
________________________________________________________________________________
Golden West Investments Ltd. Shareholder P.O. Box 97
and Leeward Highway
Barry Dempsey Provenciales Turks
& Caicos Islands,
BWI
________________________________________________________________________________
Dempsey, on behalf of Golden West, 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
Pursuant to an agreement for purchase and sale of securities dated February
15, 2006 (the "Purchase Agreement") between Golden West and Harry Anthony
("Anthony"), Anthony purchased from Golden West an aggregate of 500,000 shares
of the restricted Common Stock of Uranium Energy for consideration in the amount
of $500.00.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of the sale
of shares of common stock of Uranium Energy in a private transaction.
Pursuant to the instructions for items (a) through (j) of Item 4, Golden
West and Dempsey have plans as follows:
(a) As set forth in Item 3 of this Schedule, Golden West has disposed of
an aggregate of 500,000 shares of restricted common stock of Uranium
Energy. Golden West and Dempsey, through Tustell Ltd. and on behalf of
Golden West, may consider the disposition or acquisition of additional
securities of Uranium Energy in the future but do not have any current
plans to do so.
(b) Neither Golden West nor Dempsey 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) Neither Golden West nor Dempsey have any present plans or proposals to
cause a sale or transfer of a material amount of assets of Uranium
Energy.
(d) Neither Golden West nor Dempsey 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) Neither Golden West nor Dempsey have any present plans or proposals to
cause a material change in the capitalization of Uranium Energy.
(f) Neither Golden West nor Dempsey have any present plans or proposals to
make any other material change to the business or corporate structure
of Uranium Energy.
(g) Neither Golden West nor Dempsey 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) Neither Golden West nor Dempsey have any present plans or proposals to
cause Uranium Energy's common stock from not being quoted on the OTC
Bulletin Board.
(i) Neither Golden West nor Dempsey 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) Neither Golden West nor Dempsey 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 February 15, 2006, Golden West
beneficially owned 3,250,000 shares (or approximately 22.16% of the
outstanding shares) of Uranium Energy's common stock.
(b) Neither Golden West nor Dempsey own any other common or preferred
shares of Uranium Energy as of the date of this Schedule, Dempsey,
through Tustell Ltd. and on behalf of Golden West, has the sole power
to vote or to direct the voting of the 3,250,000 common shares of
Uranium Energy.
(c) As of February 15, 2006, 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 either Golden West or Dempsey other than the original
acquisition of the aggregate 3,750,000 shares of common stock of
Uranium Energy as previously disclosed on Schedule 13D.
(d) To the best knowledge and belief of the undersigned, no person other
than Dempsey, through Tustell Ltd. and on behalf of Golden West, 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 Golden
West exist with respect to securities of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Agreement for Purchase and Sale of Securities dated February 15, 2006
between Golden West Investments and Harry Anthony.
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.
GOLDEN WEST INVESMENTS LTD.
By: Tustell Ltd.
Date: February 17, 2006 By: /s/ BARRY DEMPSEY
__________________________
Barry Dempsey, Director
/s/ BARRY DEMPSEY
Date: February 17, 2006 __________________________
Barry Dempsey