BIOXYTRAN, INC - Quarter Report: 2016 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, 2016

Commission File Number: 333-154912

U.S. Rare Earth Minerals, Inc.

(Exact name of registrant as specified in its charter)

(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.

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 31,166,438 shares of common stock outstanding as of December 8, 2016.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1. INTERIM FINANCIAL STATEMENTS

U.S. RARE EARTH MINERALS, INC.

BALANCE SHEETS

(UNAUDITED)

See accompanying notes to the unaudited financial statements.

U.S. RARE EARTH MINERALS, INC

STATEMENTS OF OPERATIONS

(UNAUDITED)

See accompanying notes to the unaudited financial statements.

U.S. RARE EARTH MINERALS, INC

STATEMENTS OF CASH FLOWS

(UNAUDITED)

See accompanying notes to the unaudited financial statements

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, 2015. 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, 2016 and the nine months ended September 30, 2016 and 2015 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, 2015.

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, 2016.

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 $290,048 as of September 30, 2016. 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.

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 2. Capital Stock

The Company is authorized to issue 50,000,000 shares of its $0.001 par value preferred stock and 300,000,000 shares of its $0.001 par value common shares.

On January 20, 2016, the Company granted 6,000,000 shares to three board members – 2,000,000 shares each - for past and future services to be provided. These shares are granted as fully vested, but are restricted from sale or transfer for three years. The fair value of these shares is $0.041 per share based on the stock price; thus $246,000 was recognized as stock based compensation.

On January 20, 2016, the Company granted 3,000,000 shares to two consultants – 1,500,000 shares each - for past and future services to be provided. These shares are granted as fully vested. The fair value of these shares is $0.041 per share based on the stock price; thus $123,000 was recognized as stock based compensation.

On February 29, 2016, 1,500,000 shares of common stock were issued to another Director for services to be rendered to the Company during the next three years. These 1,500,000 shares are to be issued as fully vested but with an additional legend restricting the sale or transfer of said shares for three years from date of issue. The fair value of these shares is $0.02 per share based on the stock price; thus $30,000 was recognized as stock based compensation.

In March 2016, the Company sold 1,125,000 and 125,000 shares to two individual investors for $22,500 and $2,500 respectfully.

On April 14, 2016, the Company issued 1,250,000 shares to an investor for $0.02 per share for a total consideration of $25,000.

On April 21, 2016, the Company issued 800,000 shares of common stock to a vendor for settlement of a payable owed to him in the amount of $24,003. The fair value of these shares is $0.05 per share, based on the stock price. As a result, the Company recognized a loss on settlement of accounts payable in the amount of $17,677. On May 16, 2016, he was elected a Director of the company.

On May 12, 2016, 1,500,000 shares were issued to a Board member and 200,000 shares and 350,000 shares respectfully to two consultants for past and future services to be 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 $0.054 per share based on the stock price; thus $110,700 was recognized as stock based compensation.

On August 29, 2016, 3,000,000 shares of common stock were issued to a related party. 6,000,000 shares were granted, but only 3,000,000 shares were issued as of September 30, 2016. The shares were valued at 165,000 and recognized as stock based compensation. These shares were refused by the related party and were cancelled by the company in the subsequent period.

There were 31,166,438 shares of common stock outstanding as of September 30, 2016.

NOTE 3. Notes and Debentures Payable

As of September 30, 2016, the Company had one debenture of $5,000 outstanding.

In 2009 the Company received multiple set of funds and the terms of each note payable are set forth: $5,000 note payable due upon demand and then in 2013 an $80,000 note bearing 6% per annum, simple interest, payable on or before August 23, 2013. The Company and note holders are in discussions with respect to the payoff of the notes. Said notes are in default.

At September 30, 2016, the Company has recorded accrued interest of $14,373 related to the notes and debentures payable which is included in the $31,826 accrued interest balance on the balance sheet.

Note 4. Loans Payable

We have two short-term loans totaling $25,000 at September 30, 2016. These loans were due in 2012 and as of September 30, 2016, are in default. These notes are accruing interest at a rate of 10% per annum. At September 30, 2016, the Company has recorded accrued interest of $17,453 related to the loans payable which is included in the $31,826 accrued interest balance on the balance sheet.

Note 5. Related Party Transactions

In 2009 the Company received funds from a related party of $80,000 note bearing 6% per annum, simple interest, payable on or before August 23, 2013. The Company and note holder are in discussions with respect to the payoff of the note. Said note is in default.

On January 20, 2016, the Company granted 6,000,000 shares to three board members, 2,000,000 shares each, for past and future services to be provided. These shares are granted as fully vested, but are restricted from sale or transfer for three years. The fair value of these shares is $0.041 per share based on the stock price; thus $246,000 was recognized as stock based compensation.

On January 20, 2016, the Company granted 1,500,000 shares to one consultant for past and future services to be provided. These shares are granted as fully vested. The fair value of these shares is $0.041 per share based on the stock price; thus $61,500, was recognized as stock based compensation.

On February 29, 2016, 1,500,000 shares of common stock were issued to another Director for services to be rendered to the Company during the next three years. These 1,500,000 shares are to be issued as fully vested but with an additional legend restricting the sale or transfer of said shares for three years from date of issue. The fair value of these shares is $0.02 per share based on the stock price; thus $30,000 was recognized as stock based compensation.

On April 21, 2016, the Company issued 800,000 shares of common stock to a vendor for settlement of a payable in the amount of $24,003. The fair market value of these shares is $.05 per share based on the stock price, creating an inadvertent overpayment of $17,677. This vendor was elected a Director of the company on May 16, 2016.

On May 12, 2016, 1,500,000 shares were issued to a Director for services to be rendered to the Company during the next three years. These shares are to be issued as fully paid but with an additional legend restricting the sale or transfer of said shares for three years from date of issue. The fair value of these shares is $0.054 per share based on the stock price; thus $81,000 was recognized as stock based compensation.

On August 29, 2016, 3,000,000 shares of common stock were issued to a related party. 6,000,000 shares were granted, but only 3,000,000 shares were issued as of September 30, 2016. The shares were valued at $165,000 and recognized as stock based compensation. These shares were refused by the related party and were cancelled by the company in the subsequent period.

Note 6. Revision of Previously Issued Financial Statements

During the nine months ended September 30, 2016, the Company identified errors in its financial statements for the three and nine months ended September 30, 2015 financial statements. The $236,362 write off of the related party payable balance of $236,362 in September 30, 2015 was accounted for as a gain on accounts payable and was corrected to post to additional paid-in capital.

The Company assessed the effect of the below errors in the aggregate on prior periods’ financial statements in accordance with the SEC’s Staff Accounting Bulletins No. 99 and 108 and, based on an analysis of quantitative and qualitative factors, determined that the errors were not material to any of the Company’s prior interim and annual financial statements.

The Company determined that the correction of the cumulative amounts of the errors would be material to its financial statements for the three and nine months ended September 30, 2016. Therefore, the Company revised its previously-issued financial statements for the three and nine months ended September 30, 2015.

All financial information contained in the accompanying notes to these financial statements has been revised to reflect the correction of these errors.

For the nine months ended September 30, 2015 revised income statement, the gain of $236,362 as reported on the September 30, 2015 income statement was changed to zero causing the net loss to change from $1,748,813 as reported on the September 30, 2015 income statement to $832,035 in the revised September 30, 2015 financial statement. For the three months ended September 30, 2015 revised income statement, the gain of $236,362 as reported on the September 30, 2015 income statement was changed to zero causing the net gain of $206,249 as reported on the September 30, 2015 income statement to change to a net loss of $30,113 in the revised September 30, 2015 financial statement. For the nine months ended September 30, 2015 revised cash flow, the net loss of $1,748,813 as reported on September 30, 2015 cash flow was revised to $1,985,175 and the gain of $236,362 was revised to zero.

Note 7. Subsequent Events

6,000,000 shares were granted, only 3,000,000 shares were issued as of September 30, 2016, to a related party. In November 2016, these shares were refused by the related party and were cancelled by the company in the subsequent period.

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 that end, the company has added one international distributor and two domestic distributors.

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 throughout the United States and internationally as well. King Faisal University in Rijahd, Saudi Arabia has just informed us they have arranged for the University’s Agricultural and Veterinary Training Station to test EXCELERITE® on fish, poultry, cucumber and goats. They will also test EXCELERITE® on diseased Date Palm and Palm Oil trees based on the reported rejuvenation of the Palms treated with EXCELERITE® in Colombia.

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, 2016 and 2015.

THREE MONTHS ENDED SEPTEMBER 30, 2016 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2015.

The variance in the operating loss was primarily due to shares issued for settlement of accounts payable in 2015 for an increase of operating expenses of $203,838 when comparing the three month period ended September 30, 2016 to the same period last year.

NINE MONTHS ENDED SEPTEMBER 30, 2016 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2015.

The variance in the operating loss was primarily due to shares issued for services in 2015 for a decrease of operating expenses of $(1,181,394) when comparing the nine month period ended September 30, 2016 to the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

The variance in accounts payable and accrued expenses is primarily due to the decrease in operating expense payables.

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 added Directors. We are proceeding to the production of the EXCELERITE^® retail products, including a new website with e-commerce capability. We will need to raise funds to implement our business plan and 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.

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.

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 Chief Executive Officer and Chief Financial Officer, 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, 2016. Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2016. 

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

None

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

None

None

None

None

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.

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