Annual Statements Open main menu

BIOXYTRAN, INC - Quarter Report: 2015 September (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarter ended September 30, 2015

 

Commission File Number: 333-154912

 

U.S. Rare Earth Minerals, Inc

(Exact name of registrant as specified in its charter)

 

Nevada   26-2797630

(State or jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

     

6460 Medical Center St. Suite 230

Las Vegas, NV

 

 

89148

(Address of principal executive offices)   (Zip code)

 

(800) 920-7507

(Registrant’s telephone number, including area code)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files); Yes  ☒   No  ☐.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer £   Accelerated Filer £
Non-Accelerated Filer £   Smaller Reporting Company T

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐   No  ☒

 

There were 12,316,438 shares of common stock outstanding as of November 12, 2015.

 

 

 

 

 

 

TABLE OF CONTENTS

_________________

 

  Page
PART I - FINANCIAL INFORMATION  
   
ITEM 1.     FINANCIAL STATEMENTS 3
ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 11
ITEM 4A  (T).  CONTROLS AND PROCEDURES 11
   
PART II - OTHER INFORMATION  
   
ITEM 1.     LEGAL PROCEEDINGS 12
ITEM 1A.  RISK FACTORS 12
ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 12
ITEM 3.     DEFAULTS UPON SENIOR SECURITIES 12
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 5.     OTHER INFORMATION 12
ITEM 6.     EXHIBITS 12
SIGNATURES 13

 

 2 

 

 

PART I – FINANCIAL INFORMATION

ITEM 1. INTERIM FINANCIAL STATEMENTS

 

U.S. RARE EARTH MINERALS, INC.

BALANCE SHEETS

(UNAUDITED)

 

   September 30,   December 31, 
   2015   2014 
ASSETS
         
CURRENT ASSETS:        
Cash  $11,647   $6,168 
Accounts receivable   21,742    - 
Total current assets   33,389    6,168 
           
Property and Equipment, Net of Accumulated Depreciation of $227,601 and $183,958, respectively   63,472    107,115 
           
Total assets  $96,861   $113,283 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT
           
CURRENT LIABILITIES:          
Accounts payable and accrued expenses  $53,123   $201,559 
Loans payable   105,000    110,000 
Accrued interest   19,003    23,176 
Total current liabilities   177,126    334,735 
           
Total liabilities   177,126    334,735 
           
STOCKHOLDERS' DEFICIT:          
Common stock: $0.001 par value; 300,000,000 authorized, 12,316,438 and 5,816,438 shares issued and outstanding as of September 30, 2015 and December 31, 2014   12,316    5,816 
Preferred stock: $0.001 par value; 500,000 authorized, 440,500 shares issued and outstanding as of September 30, 2015 and December 31, 2014   441    441 
Additional paid in capital   12,741,706    10,858,206 
Accumulated deficit   (12,834,728)   (11,085,915)
Total stockholders' deficit   (80,265)   (221,452)
           
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $96,861   $113,283 

 

See accompanying notes to the unaudited financial statements.

 

 3 

 

 

U.S. RARE EARTH MINERALS, INC

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   For the Three Months Ended   For the Nine Months Ended 
   September 30,   September 30,   September 30,   September 30, 
   2015   2014   2015   2014 
                 
REVENUES  $110,780   $41,498   $232,670   $287,698 
Cost of goods sold   67,792    34,309    107,731    100,508 
Gross Profit   42,988    7,189    124,939    187,190 
                     
OPERATING EXPENSES:                    
General, selling and administrative expenses   71,142    1,121,504    2,104,362    1,291,907 
Gain on extinguishment of accounts payable   (236,362)   -    (236,362)   - 
Total operating expenses   (165,220)   1,121,504    1,868,000    1,291,907 
                     
Operating Income (Loss)   208,208    (1,114,315)   (1,743,061)   (1,104,717)
                     
Other income (expense):                    
Other income   -    -    75    348 
Interest expense   (1,959)   (1,950)   (5,827)   (7,266)
Total other expense   (1,959)   (1,950)   (5,752)   (6,918)
                     
Net Income (Loss) before provision for income taxes   206,249    (1,116,265)   (1,748,813)   (1,111,635)
                     
Provision for income taxes   -    -    -    - 
                     
Net Income (Loss)  $206,249   $(1,116,265)  $(1,748,813)  $(1,111,635)
                     
Net Income (Loss) per common share - basic and diluted  $0.02   $(0.00)  $(0.19)  $(0.01)
                     
Weighted average of common shares outstanding   12,316,438    226,908,841    9,329,259    191,239,944 

 

See accompanying notes to the unaudited financial statements.

 

 4 

 

 

U.S. RARE EARTH MINERALS, INC

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   For the Nine Months Ended 
   September 30,   September 30, 
   2015   2014 
Cash Flows From Operating Activities:        
Net Loss  $(1,748,813)  $(1,111,635)
Adjustments to reconcile net loss to net cash provided by operations:          
Depreciation   43,643    43,643 
Stock for services   1,890,000    959,315 
Gain on extinguishment of Accounts Payable   (236,362)   - 
Changes in assets and liabilities:          
Increase accounts receivable   (21,742)   (17,106)
Decrease in inventory   -    3,000 
Increase accounts payable and accrued expenses   87,926    130,371 
Increase (decrease) in accrued interest   (4,173)   5,850 
Decrease customer deposits   -    (12,501)
Net cash provided by operating activities   10,479    937 
           
Cash Flows From Financing Activities:          
Repayment of loans payable   (5,000)   - 
Proceeds from issuance of loans payable - related party   7,175    - 
Repayment of loans payable - related party   (7,175)   (6,000)
Net cash used in financing activities   (5,000)   (6,000)
           
Net increase (decrease) in cash   5,479    (5,063)
Cash, beginning of period   6,168    20,689 
Cash, end of period  $11,647   $15,626 
           
Cash paid for:          
Interest  $10,000   $- 

 

See accompanying notes to the unaudited financial statements

 

 5 

 

 

US. RARE EARTH MINERALS, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 1. Basis of Presentation and Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared on substantially the same basis as the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2013. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission (SEC) rules and regulations regarding interim financial statements. All amounts included herein related to the financial statements as of September 30, 2015 and the three and six months ended September 30, 2015 and 2014 are unaudited and should be read in conjunction with the audited financial statements and the notes there to included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

     

In the opinion of management, the accompanying financial statements include all necessary adjustments for the fair presentation of the Company’s financial position, results of operations and cash flows. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the full fiscal year ending December 31, 2015.

 

U.S. Rare Earth Minerals, Inc. was incorporated in the state of Nevada on September 9, 2008.

 

As used in these Notes to the Financial Statements, the terms the "Company", "we", "us", "our" and similar terms refer to U. S. Rare Earth Minerals, Inc.

 

Going Concern

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. To date, the Company has generated minimal revenue and has a working capital deficiency of $143,737 as of September 30, 2015. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. We will need to raise funds or implement our business plan to continue operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital sufficient to meet its minimal operating expenses by seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon among other things; its ability to successfully accomplish the plans described in the preceding paragraph and eventually begin operations in accordance with its business plan. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 6 

 

 

Note 2. Capital Stock

 

The Company is authorized to issue 500,000 shares of its $0.001 par value preferred stock and 300,000,000 shares of its $0.001 par value common shares.

 

On May 5, 2015, the Company granted 6,000,000 shares to four board members – 1,500,000 shares each - for past services provided. These shares are granted as fully paid, but are restricted from sale or transfer for three years. The fair value of these shares is $0.29 per share based on the stock price; thus $1,740,000 was recognized as stock based compensation during the nine months ended September 30, 2015.

 

On May 5, 2015, the board of directors agreed to issue 3,000,000 shares of common stock to two related parties in exchange for services – 1,500,000 shares each. These shares will be issued in tranches on dates determined by these parties at their request.

 

On May 11, 2015, the Company issued 500,000 shares in exchange for services. The fair value of these shares is $0.30 per share based on the stock price; thus $150,000 was recognized as stock based compensation during the three months ended September 30, 2015.

 

There were 12,316,438 shares of common stock outstanding as of September 30, 2015.

 

Note 3. Recent Accounting Pronouncements

 

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting.  The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

 

Note 4. Loans Payable

 

The Company has four short-term loans totaling $105,000 at September 30, 2015. These loans were due in 2012 and 2013 and as of September 30, 2015, are in default. One of the loans is accruing interest at a rate of 6% per annum and three of the loans are accruing interest at a rate of 10% per annum. The Company and loan holders are in discussions with respect to the payoff of the loans.

 

During the nine months ended September 30, 2015, the Company received proceeds from the issuance of a new loan payable in the amount of $7,175 to a related party, of which $7,175 was repaid as of September 30, 2015.

 

At September 30, 2015, the Company has recorded accrued interest of $19,003 related to these loans.

 

Note 5. Extinguishment of Accounts Payable

 

As of June 30, 2015, the Company owed M Strata approximately $250,000 related to the land lease agreement between the Company and M Strata. The agreement, executed November 1, 2013, provided the Company would pay M Strata $27 per ton of material the Company mined and sold from the land or $2,700 per week, whichever was greater. The Company had accrued $2,700 per month pursuant to this agreement from November 1, 2013 to June 30, 2015. The Company and M Strata agreed to remove the $2,700 per week minimum requirement retroactively back to November 1, 2013 and replace it with a $100 per month minimum and the Company would recalculate the amount of tons mined since November 1, 2013 to determine a revised land lease cost based on $27 per ton. M Strata also agreed to write off the balance remaining after the recalculation. After applying all of the payments made by the Company to M Strata to the revised land lease amount, it was determined that $236,362 of the land lease expense accrual needed to be forgiven by M Strata, which is recorded as an extinguishment of accounts payable on the statement of operations.

 

 7 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

 

The following discussion should be read in conjunction with our unaudited financial statements and the notes thereto.

 

Forward-Looking Statements

 

This quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words "believe," "anticipate," "expect," "estimate," “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that we desire to effect; Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks," and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement.

 

Overview

 

U.S. Rare Earth Minerals, Inc. (the “Company”), primary focus is on sales and distribution of certain products derived from the Company’s mining activities relating to natural mineral deposits commonly known as Calcium Montmorillonite. These activities will be carried out through a web-based and distributor-based sales program directed at agricultural, animal and human uses of the products.

 

To the extent that the company requires additional capital for operations that it cannot derive from profits from sales, the Company plans to sell additional shares of unregistered preferred stock to raise money for additional operating capital. There is no guarantee the Company will be successful in selling additional shares to raise funds for additional operating capital, or if successful, it will raise the desired amount or be on terms and conditions which are beneficial to the Company.

 

Plan of Operation

 

The Company markets and sells the product extracted in the mining process under the name “EXCELERITE®”. The Company believes that EXCELERITE® has broad applications for plants, animals and humans. Specifically, the Company believes that by adding EXCELERITE® back into the soil, household and commercial farmers are replacing what has been lost by the use of man-made fertilizers over hundreds of years. Farmers using EXCELERITE® are seeing higher yields and larger and more nutritious crops. In addition, studies suggest that animals whose feed is supplemented with Excelerite® grow healthier and produce more. The naturally chelated nutrients and minerals in EXCELERITE® may enhance the production of enzymes. Without enzymes living things cannot build protein and other vital processes. “Micro-Excelerite ™”, a supplement form of EXCELERITE® is believed to rejuvenate the health of the human body in many ways. In addition to its natural supply of 78 essential nutrients and minerals, its ionic charge removes toxins as it works through the digestive tract.

 

The Company is marketing its products through various channels including but not limited to direct distribution, sales through third-party distributors and sales through the Company’s website. The Company has also undertaken to develop a network of distributors, both in the United States and internationally. The Company’s directors have been marketing the product to agricultural customers in Oregon, throughout the United States and internationally as well.

 

 8 

 

 

The Company has been engaged in various testing programs with several major agriculture firms for the past two years. Two of these firms are listed NYSE companies and do business worldwide. Results of these test on strawberries, carrots, peaches, soy beans, sweet potatoes and grapes have been very positive. EXCELERITE® has also been tested and proved to eliminate the odor from pig and cow manure which should lead to large orders from cattle and pig farmers worldwide. The product is also being tested by poultry farmers.

 

Management believes that by partnering with these certain firms, long-term business relationships will develop, deriving substantial future product sales. The Company is bound by certain “Non-Disclosure Agreements” and therefore cannot divulge the names of partnering companies. Announcements of the Company’s test results and identity of its partners will be forthcoming when certain test results are completed and the parties agree on the content of the disclosure.

 

RESULTS OF OPERATIONS

 

The following table shows the financial data of the statements of operations of the Company for the three-and nine months ended September 30, 2015 and 2014.

 

THREE MONTHS ENDED SEPTEMBER 30, 2015 COMPARED TO THREE-MONTHS ENDED SEPTEMBER 30, 2014.

 

   Three Months Ended         
   September 30,   September 30,         
   2015   2014   $ Change   % Change 
                 
Revenues  $110,780   $41,498   $69,282    167%
Cost of sales   67,792    34,309    33,483    98%
Gross profit   42,988    7,189    35,799    498%
Operating expenses   (165,220)   1,121,504    (1,286,724)   -115%
Operating income (loss)  $208,208   $(1,114,315)  $1,322,523    -119%

  

The variance in the operating loss was primarily due to an increase in sales of $69,282 offset by an increase in cost of good sold of $33,483, a decrease in compensation of outside services of $644,472, a decrease in legal expenses of $250,000, a decrease in professional fees of $138,069, a decrease in land lease expense of $26,554 and an increase in the gain of the extinguishment of accounts payable of $236,362 when comparing the three month period ended September 30, 2015 to the same period last year.

 

NINE MONTHS ENDED SEPTEMBER 30, 2015 COMPARED TO NINE-MONTHS ENDED SEPTEMBER 30, 2014.

 

   Nine Months Ended         
   September 30,   September 30,         
   2015   2014   $ Change   % Change 
                 
Revenues  $232,670   $287,698   $(55,028)   -19%
Cost of sales   107,731    100,508    7,223    7%
Gross profit   124,939    187,190    (62,251)   -33%
Operating expenses   (1,868,000)   (1,291,907)   (576,093)   45%
Operating income (loss)  $(1,743,061)  $(1,104,717)  $(638,344)   58%

 

 9 

 

 

The variance in the operating loss was primarily due to an decrease in sales of $55,028 offset by an increase in cost of goods sold of $7,223, a decrease in auto expenses of $6,888, a decrease in bad debts expense of $34,000, an increase in compensation of outside services of $1,333,565, a decrease in computer and software expenses of $4,512, an increase in investor relations expense of $3,373, a decrease in legal expense of $245,979, a decrease in professional fees of $161,873, a decrease in land lease of $33,744 and an increase in the gain of the extinguishment of accounts payable of $236,362 when comparing the nine month period ended September 30, 2015 to the same period last year.

 

LIQUIDITY AND CAPITAL RESOURCES

 

   As of         
   September 30,   December 31,         
   2015   2014   $  Change   % Change 
                 
Cash  $11,647   $6,168   $5,479    89%
Accounts payable and accrued expenses   53,123    201,559    (148,436)   -74%
Total current liabilities   177,126    334,735    (157,609)   -47%

 

The variance in accounts payable and accrued expenses is primarily due to the forgiveness of $236,362 of land lease expenses payable offset by an increase in operating expense payables and accruals of $87,926.

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. To date, the Company has generated minimal revenue and has experienced recurring net operating losses of $12,834,728 as of September 30, 2015 and a working capital deficiency of $143,737 as of September 30, 2015. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. We will need to raise funds or implement our business plan to continue operations.

 

We believe that the level of financial resources is a significant factor for our future development, and accordingly we may choose at any time to raise capital through private debt or equity financing to strengthen its financial position, facilitate growth and provide us with additional flexibility to take advantage of business opportunities. While we are presently considering a limited private offering of our securities, we do not have immediate plans to have a public offering of our common stock and there is no guarantee that any such offering would be successful or be completed on terms that are beneficial to the Company.

 

CRITICAL ACCOUNTING POLICIES

 

In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.

 

 10 

 

 

Revenue Recognition

 

Revenue from the sale of product obtained from our mining contractor is recognized when ownership passes to the purchaser at which time the following conditions are met:

 

i)    persuasive evidence that an agreement exists;

ii)   the risks and rewards of ownership pass to the purchaser including delivery of the product;

iii)  the selling price is fixed and determinable; or,

iv)  collectively is reasonably assured.

 

Stock Based Compensation

 

The Company has share-based compensation plans under which non-employees, consultants and suppliers may be granted restricted stock, as well as options to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date, based on the fair value of the award over the requisite service period. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants of stock options and stock to non-employees and other parties are accounted for in accordance with ASC 505.

 

The Company applies ASC 718 for options, common stock and other equity-based grants to its employees and directors. ASC 718 requires measurement of all employee equity-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period.  The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions.  After assessing alternative valuation models and amortization assumptions, the Company will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant.  

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time period. Management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2015. Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2015.

 

 11 

 

 

Changes in internal controls over financial reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1.    LEGAL PROCEEDINGS

 

ITEM 1A. RISK FACTORS.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item

 

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES

 

None

 

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

ITEM 5.    OTHER INFORMATION

 

None

 

ITEM 6.    EXHIBITS

 

Exhibit No.   Description
     
31.1  

Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     
31.2  

Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     
32.1  

Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     
32.2   Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 12 

 

 

SIGNATURES

 

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

U.S. Rare Earth Minerals, Inc
 
Dated: November 12, 2015    
  By /s/ Michael Herod
    Michael Herod
    Chief Operating Officer, President and Director
     
Dated: November 12, 2015 By /s/ Larry Bonafide
    Larry Bonafide
    Principle Financial Officer, Secretary and Director

 

 

 

 13