SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 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 14, 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: Alan Lindsay
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 Stock Option Plan
________________________________________________________________________________
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
1,395,858 shares of Common Stock, of which
400,000 are stock options exercisable into
400,000 shares of Common Stock and of which
125,000 shares are held of record by Mr.
Lindsay's wife.
NUMBER OF ____________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ____________________________________________________
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,395,858 shares of Common Stock, of which
400,000 are stock options exercisable into
400,000 shares of Common Stock and of which
125,000 shares are held of record by Mr.
Lindsay's wife.
____________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,395,858 Shares of Common Stock, of which 400,000 are stock options
exercisable into 400,000 shares of common stock, and 125,000 shares are
held of record by Mr. Lindsay's wife who has sole dispositive and voting
rights over the 125,000 shares.
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.05%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON IND
________________________________________________________________________________
This original Schedule 13D statement (the "Schedule") is filed on behalf of
Alan Lindsay, an individual ("Lindsay"), as the reporting person hereunder,
relative to the acquisition by Lindsay of certain shares of common stock issued
by Uranium Energy Corp. Lindsay has made previous filings on a 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 Alan Lindsay, an individual and citizen of
Canada. The business address of Lindsay is 2701 - 1500 Hornby Street, Vancouver,
British Columbia, Canada V6Z 2R1.
Pursuant to General Instruction C of Schedule 13D, Lindsay (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
----------------------------------------------------------------------------
Alan Lindsay Director and 2701-1500 Hornby St.
Shareholder Vancouver, B.C.
Canada V6Z 2R1
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Lindsay has the sole right to control the disposition of and vote the
1,270,858 of 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 Board of Director resolution of Uranium Energy, 400,000 stock
options exercisable into 400,000 shares of Common Stock at $0.50 per share were
issued to Lindsay.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose described
above in Item 3 above.
Pursuant to the instructions for items (a) through (j) of Item 4, Lindsay has
plans as follows:
(a) As set forth in Item 3 of this Schedule, Lindsay has acquired an
aggregate 400,000 stock options exercisable into 400,000 shares of
Common Stock at $0.50 per share of Uranium Energy. Lindsay may
consider the acquisition of additional securities of Uranium Energy in
the future but does not have any current plans to do so.
(b) Lindsay 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) Lindsay does not have any present plans or proposals to cause a sale
or transfer of a material amount of assets of Uranium Energy.
(d) Lindsay 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) Lindsay does not have any present plans or proposals to cause a
material change in the capitalization of Uranium Energy.
(f) Lindsay does not have any present plans or proposals to make any other
material change to the business or corporate structure of Uranium
Energy.
(g) Lindsay 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) Lindsay 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) Lindsay 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) Lindsay 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, Lindsay beneficially
owned 1,395,858 shares, of which 400,000 are stock options exercisable
into 400,000 shares of Common Stock at $0.50 per share and of which
125,000 shares are held of record by Mr. Lindsay's wife (or
approximately 9.05% of the outstanding shares) of Uranium Energy's
common stock.
(b) Lindsay does not own any other common or preferred shares of Uranium
Energy as of the date of this Schedule. Lindsay has the sole power to
vote or to direct the voting of the 1,270,858 securities of Uranium
Energy.
(c) As of February 14, 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 Lindsay.
(d) To the best knowledge and belief of the undersigned, no person other
than Lindsay 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 Lindsay
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: February 27, 2006 /s/ ALAN LINDSAY
_______________________ ________________
Alan Lindsay