Quarterly Report (10-q)

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, 2017

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)

23 South 6 ^th , Panaca, NV		89042
(Address of principal executive offices)		(Zip code)

(800) 920-7507

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, ” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

☒

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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 34,916,350 shares of common stock outstanding as of November 7, 2017.

TABLE OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 4	CONTROLS AND PROCEDURES	10

	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	10
ITEM 1A.	RISK FACTORS	10
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	10
ITEM 4.	MINE SAFETY DISCLOSURES	10
ITEM 5.	OTHER INFORMATION	11
ITEM 6.	EXHIBITS	11
SIGNATURES		12

PART I – FINANCIAL INFORMATION

ITEM 1. INTERIM FINANCIAL STATEMENTS

U.S. RARE EARTH MINERALS, INC.

BALANCE SHEETS

	Sept 30,			December 31,
	2017			2016
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	23,448		$	11,092
Accounts Receivable		36,269			9,600
Inventory		5,512			6,272
Total current assets	$	65,229		$	26,964

Property and Equipment, Net of Accumulated Depreciation of $279,538 and $266,366 respectively		11,535			24,707

Total assets	$	76,764		$	51,671

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Bank overdraft	$	-
Accounts payable and accrued expenses		24,773		$	37,165
Accounts payable – related party		254,315			168,325
10% Series A Senior (non-subordinated) debentures		5,000			5,000
Loans payable		25,000			25,000
Notes payable		80,000			80,000
Accrued interest		32,626			26,776
Total current liabilities		421,714			342,266

Total liabilities		421,714			342,266

STOCKHOLDERS' DEFICIT:
Preferred stock: $0.001 par value; 50,000,000 authorized, 440,500 shares issued and outstanding as of September 30, 2017 and December 31, 2016		441			441
Common stock: $0.001 par value; 300,000,000 authorized, 34,916,350 and 28,166,350 shares issued and outstanding as of September 30, 2017 and December 31, 2016 respectively		34,916			28,166
Additional paid in capital		13,778,848			13,563,598
Accumulated deficit		(14,159,155	)		(13,882,800	)
Total stockholders' deficit		(344,950	)		(290,595	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	76,764		$	51,671

See accompanying notes to the unaudited financial statements.

U.S. RARE EARTH MINERALS, INC

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the 3 Months Ended						For the 9 Months Ended
	Sept 30,			Sept 30,			Sept 30,			Sept 30,
	2017			2016			2017			2016

REVENUES	$	111,979		$	101,140		$	158,887		$	188,295
Cost of goods sold		31,889			38,200			65,194			73,835
Gross Profit		80,090			62,940			93,693			114,460

OPERATING EXPENSES:
General, selling and administrative expenses		29,256			274,980			364,198			922,968
Total operating expenses		29,2563			274,980			364,198			922,968

Operating Income (Loss)		50,834			(212,040	)		(270,505	)		(808,508	)

Other income (expense):
Other income Loss on debt settlement		-			-			-			(17,677	)
Interest expense		(1,950	)		(1,950	)		(5,850	)		(5,850	)
Total other expense		(1,950	)		(1,950	)		(5,850	)		(23,527	)

Net Income (Loss)	$	48,884		$	(213,990	)	$	(276,355	)	$	(832,035	)

Net Income (Loss) per common share - basic and diluted	$	0.00		$	(0.01	)	$	(0.01	)	$	(0.03	)

Weighted average of common shares outstanding		31,866,899			26,209,916			27,863,864			25,347,551

See accompanying notes to the unaudited financial statements.

U.S. RARE EARTH MINERALS, INC

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the 9 Months Ended
	Sept 30,			Sept 30,
	2017			2016
Cash Flows From Operating Activities:
Net Loss	$	(276,355	)	$	(832,035	)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation		13,172			23,161
Stock for services		222,000			674,700
Loss on Settlement of Accounts Payable		-			17,677
Changes in assets and liabilities:
Increase in accounts receivable		(26,669	)		(30,240	)
Decrease in accounts payable and accrued expenses		(12,392	)		109,821
Increase in accounts payable and accrued expenses- related party		85,990			-
Increase in accrued interest		5,850			5,850
Decrease in inventory		760			-
Net cash provided by (used in) operating activities		12,356			(34,708	)

Cash Flows From Investing Activities:		-			-

Cash Flows From Financing Activities:
Shares issued for cash		-			50,000
Net cash provided by financing activities		-			50,000

Net increase (decrease) in cash		12,356			15,292
Cash, beginning of period		11,092			3,481
Cash, end of period	$	23,448		$	18,773

Cash paid for:
Interest	$	-		$	-
Income Taxes	$	-		$	-
Supplemental schedule of non-cash investing and financing activities:
Shares issued in settlement of payables- related party	$	-		$	24,003

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, 2016. 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, 2017 and the nine months ended September 30, 2017 and 2016 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, 2016.

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, 2017.

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 $356,485 as of September 30, 2017. 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.

The preferred stock ranks senior to the common stock of the Company in each case with respect to dividend distribution and distributions of assets upon liquidation, dissolution or winding up of the Company whether voluntary or involuntary.

These shares are issued as Class “A” 6% Cumulative, Convertible Voting Preferred Stock. Each share is valued at $1.00 per share for purposes of calculating interest and for conversion purposes and accrues interest at 6% per annum from the date of issue. Interest is cumulative for a maximum of two years and compounds annually. Interest accrued thereon shall become due and payable and shall be paid by the Company on or prior to thirty (30) days after the second anniversary of issue date and each consecutive two year period thereafter.

As of September 30, 2017 and December 31, 2016, a total of $110,330 and $86,610 has not been declared by the Company, respectively.

Each share is convertible at any time from date of issue into five (5) shares of Company common stock. Each share shall be entitled to five (5) votes that may be cast by the holder at any shareholder meeting or event requiring a shareholder vote. All interest accrued to date of conversion will be paid by Company to holder within sixty (60) days of date of conversion by holder. These shares are callable by the Company at any time after three (3) years from date of issue at $1.00 plus accrued but unpaid interest unless previously converted.

As of September 30, 2017 and December 31, 2016, there were 440,500 and 440,500 shares of Class “A” 6% Cumulative, Convertible Voting Preferred Stock issued and outstanding, respectively.

During 2016, at various times, an aggregate of 18,850,000 shares of common stock were issued in exchange for services and consideration. 2,500,000 shares were sold to investors at $0.02 per share; 800,000 shares valued at $0.05 per share were issued for settlement of accounts payable – related party of $24,003 and a loss on settlement of debt in the amount $17,677 was recorded related to this issuance; 6,000,000 shares, valued at $0.04 per share, 1,500,000 shares valued at $0.02 per share and 1,500,000 shares valued at $0.05 per share were issued to Board members; 3,000,000 shares valued at $0.04 per share and 550,000 valued at $0.05 per share were issued to consultants; 3,000,000 shares were issued in error on November 29, 2016, cancelled on November 29, 2016 and returned to the treasury on February 15, 2017.

On January 13, 2017, 4,350,000 shares were cancelled.

On April 25, 2017, the Company issued 8,100,000 shares of common stock to 3 directors and various consultants for past services rendered. The fair value of these shares is $0.02 per share based on the stock price; thus $162,000 was recognized as stock based compensation. Also, on that date, the Company issued 3,000,000 shares of S-8 shares to two consultants. The fair market value of these shares is $0.02 per share based on the stock price; thus $60,000 was recognized as stock based compensation.

As of September 30, 2017 and December 31, 2016, there were 34,916,350 and 28,166,350 shares of common stock outstanding, respectively.

Note 3. Notes and Debentures Payable

As of September 30, 2017 and December 31, 2016, the Company had one debenture of $5,000 and a note payable of $80,000 outstanding, respectively. In 2009, the Company received a $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 November 23, 2013. The Company and note holders are in discussions with respect to the payoff of the notes as they are both in default.

At September 30, 2017, the Company has recorded accrued interest of $12,672 related to the notes and debentures payable which is included in the $32,626 accrued interest balance on the balance sheet.

At December 31, 2016, the Company has recorded accrued interest of $8,698 related to the notes and debentures payable which is included in the $26,776 accrued interest balance on the balance sheet.

Note 4. Loans Payable

We have two short-term loans totaling $25,000 at September 30, 2017. These loans were due in 2012 and as of September 30, 2017, are in default. These notes are accruing interest at a rate of 10% per annum. At September 30, 2017 and December 31, 2016, the Company has recorded accrued interest of $19,953 and $18,078, respectively, related to the loans payable which is included in the $32,626 and $26,776 accrued interest balance on the balance sheet, respectively.

Note 5. Related Party Transactions

At September 30, 2017 and December 31, 2016, the Company has recorded accounts payable to related parties of $254,315 and $168,325, respectively.

From July 11, 2017 through September 30, 2017 a Director of the Company has purchased and paid for $48,780 of the Company’s products for resale through his business.

Note 6. Commitments and Contingencies

The Company has been advised by the Bureau of Land Management that it must prepare and submit an amended plan of remediation for Eagle 4 and related areas where mining and related activities are being conducted and also will be required to submit an environmental assessment as well which will interrupt mining activities. The amended plan of remediation to be submitted may result in increasing the amount of the bond presently posted by the Company. In addition, the Company has been advised by the BLM that it owes the BLM for materials removed from the mine site in prior years. The amounts have not been determined but estimated to be approximately $4,000. The Company and the BLM are waiting also for the Army Corps of Engineers to determine if a drainage ditch adjacent to the mine site is a stream, which is regulated by them. As of September 30, 2017, no determination has been made by the Army Corps of Engineers. No communication has been received from the Army Corps of Engineers since May 2014.

Note 7. Subsequent Events

The Company's management has evaluated subsequent events through the date these financial statements were issued and determined there were no events to disclose.

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 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 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.

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 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 six months ended September 30, 2017 and 2016.

THREE MONTHS ENDED SEPT 30, 2017 COMPARED TO THREE MONTHS ENDED SEPT 30, 2016.

	Three Months Ended
	Sept 30,		Sept 30,
	2017		2016			$ Change			% Change

Revenues	$	111,979	$	101,140		$	10,839			11	%
Cost of sales		31,889		38,200			(6,311	)		(17	)%
Gross profit		80,090		62,940			17,150			27	%
Operating expenses		29,256		274,980			(245,724	)		(89	)%
Operating income (loss)	$	50,834	$	(212,040	)	$	262,874			(123	)%

The variance in the operating loss was primarily due to no shares issued for services in third quarter 2017 for a decrease of operating expenses of $245,724 when comparing the three month period ended September 30, 2017 to the same period last year.

NINE MONTHS ENDED SEPT 30, 2017 COMPARED TO NINE MONTHS ENDED SEPT 30, 2016.

	Nine Months Ended
	Sept 30,			Sept 30,
	2017			2016			$ Change			% Change

Revenues	$	158,887		$	188,295		$	(29,408	)		(16	)%
Cost of sales		65,194			73,835			(8,641	)		(12	)%
Gross profit		93,693			114,460			(20,767	)		(18	)%
Operating expenses		364,198			922,968			(558,770	)		(61	)%
Operating income (loss)	$	(270,505	)	$	(808,508	)	$	538,003			(67	)%

The variance in the operating income was primarily due to a decrease of revenue of $29,408 due to adverse weather conditions in the first quarter 2017 and less stock was issued for compensation for operating expenses. .

LIQUIDITY AND CAPITAL RESOURCES

	As of
	Sept 30,		December 31,
	2017		2016		$ Change		% Change

Cash	$	23,448	$	11,092	$	12,356		111	%
Accounts payable and accrued expenses		279,088		205,490		73,598		36	%
Total current liabilities		421,714		342,266		79,448		23	%

The variance in accounts payable and accrued expenses is primarily due to the decrease in revenue and an increase of cash on hand.

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.

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 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, 2017. 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, 2017.

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

None

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.

MINE SAFETY DISCLOSURES

None

ITEM 5.

OTHER INFORMATION

The Board of Directors, on July 11, 2017, accepted the resignation of Director Daniel Potente.

On July 11, 2017, the Board of Directors of the Company elected Nathan Marks a Director of the Company.

On July 11, 2017, Nathan Marks (47) was elected to the Board of Directors. He is owner of M&M Ag Supply in, Nampa, ID. M&M Ag Supply sells organic soil amendments and new & reconditioned spreaders to farmers throughout the United States. Excelerite® in M&M Ag’s number one selling soil amendment.

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.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	U.S. RARE EARTH MINERALS, INC

Dated: November 7, 2017	By	/s/ D. Quincy Farber
		D. Quincy Farber
		Chief Executive Officer, President and Director

Dated: November 7, 2017	By	/s/ Donita R. Kendig
		Donita R. Kendig
		Chief Financial Officer, Secretary-Treasurer and Director