U.S.
Rare Earth Minerals, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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26-2797630
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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333-154912
Commission
File No.
4631
Bradford Court Reno, NV 89519
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(Address
of Principal Executive Offices) (Zip Code)
U.S.
Rare Earth Minerals, Inc.
2010
Employee, Director and Consultant Stock Plan
(Full
Title of the Plan)
D.
Quincy Farber, President and CEO
U.S.
Rare Earth Minerals, Inc.
4631
Bradford Court Reno, NV 89519
(800)920-7507
Agent
for Service: Michael Herod, 4631 Bradford Court Reno, NV 89519
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated filer
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☐ (Do
not check if a smaller reporting company)
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Smaller reporting company
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☒
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INCORPORATION
BY REFERENCE
OF
EARLIER
REGISTRATION STATEMENT
U.S.
Rare Earth Minerals, Inc. (the “Company”) previously registered 30,000,000 shares of common stock, par value .001
per share, for issuance under the Company’s 2010 Employee, Director and Consultant Stock Plan (hereinafter referred to as
the “Plan”). The registration of such shares was affected on a Form S-8 Registration Statement filed with
the Securities and Exchange Commission on February 22, 2010, bearing file number 333-154912 (the “Earlier Registration Statement”). The
Plan provides that the amount of the Plan’s shares available for use by the Plan will be expanded annually to be an amount
equal to 20% of the total outstanding and issued common stock of the Company annually as calculated at the end of January of each
succeeding year during the existence of the Plan thus increasing the shares of common stock of the Plan to be 6,200,000 shares
of common stock as of January 31, 2017. This Registration Statement is being filed to register the additional 6,200,000
shares of common stock underlying the Company’s 2010 Employee, Director and Consultant Stock Plan, which are the same class
of shares as those for which the Earlier Registration Statement are effective. Accordingly, pursuant to General Instruction
E of Form S-8, the contents of “Part I” of the Earlier Registration Statement are incorporated herein by reference.
CALCULATION
OF REGISTRATION FEE
Title of Securities
To Be Registered
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Amount To Be
Registered (1)
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Proposed Maximum
Offering Price
Per Unit (2)
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration
Fee
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Common Stock, $0.001 par value per share under the 2010 U.S. Natural Nutrients & Minerals Employee, Director and Consultant Stock Plan
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6,200,000
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$
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0.05
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$
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310,000
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$
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31.22
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Total
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6,200,000
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$
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0.05
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$
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310,000
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$
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31.22
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement shall also
cover any additional shares of Registrant’s common stock that become issuable under the U.S. Natural Nutrients &
Minerals, Inc. (now U.S. Rare Earth Minerals, Inc.) 2010 Employee, Director and Consultant Stock Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration
which results in an increase in the number of the outstanding shares of Registrant’s common stock.
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(2)
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Estimated
solely for the purpose of computing the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933 on the
basis of the average of the high and low sales prices of the registrant’s common stock on the OTCQB on August 23, 2016,
a date within 6 days of the date on which this Registration Statement is filed.
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The
Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
The
documents containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1)
under the Securities Act. Those documents are not required to be and are not filed with the Securities and Exchange Commission
(the "Commission"), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424. Those documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE
The
following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference
into this Registration Statement and are made a part hereof:
(a). The
Company’s Annual Report on Form 10 K filed on July 22, 2016, for the fiscal year ended December 31, 2015, which includes
audited financial statements as of December 31, 2015.
(b). Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2016 and June 30, 2016.
(c). All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in Item 3(a) above and all amendments thereto.
(d). The
description of Common Stock contained in the Company’s Registration Statement filed on form S-1.
Any
statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently
filed document which is also, or is deemed to be, superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement
ITEM
4. DESCRIPTION OF SECURITES
Not
Applicable
ITEM
5. INTEREST OF NAMED EXPERTS AND COUNSEL
None
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Not
Applicable
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED
None
ITEM
8. EXHIBITS
Exhibit
No.
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Description
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5.1
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Opinion
of Henry C. Casden, Attorney at Law
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23.1
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Consent
of Malone Bailey, LLP, independent registered public accounting firm.
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99.1
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The
2010 Employee, Directors and Consultant Stock Plan
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ITEM
9. UNDERTAKINGS
(a)
The registrant hereby undertakes:
(1)
To file, during any period in which offers or sells are being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2)
That, for the purpose of determining liability under the Securities Act of 1933, each post-effective amendment shall be treated
as a new registration statement of the securities offered, and the offering of the securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3)
To file a post-effective amendment to remove from registration any of the securities being registered that remain unsold at the
end of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed by the
undersigned, thereunto duly authorized, in the City of La Quinta, State of California, on August 29, 2016.
U.S.
Rare Earth Minerals, Inc.
BY
/s/ D. Quincy Farber,
CEO, President
BY
/s/ Donita R. Kendig,
Chief Financial Offer, Secretary/Treasurer
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature
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Title
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Date
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BY
/s/ D. Quincy Farber
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Chief
Executive Officer and President
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August
29, 2016
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BY
/s/ Donita R. Kendig
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Principal
Financial Officer and
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August
29, 2016
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Secretary/Treasurer
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4
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