BIXT Bioxytran Inc (QB)

CUSIP No.    903410 306

I.R.S. Identification Nos. of above persons (entities only):  82-3348344

Number of Shares Beneficially by Owned by Each Reporting Person With:

Limited Liability Company

ITEM 1.          SECURITY AND ISSUER

Common Stock, Par Value $0.001 of U.S. Rare Earth Minerals, Inc.

ITEM 2.         IDENTITY AND BACKGROUND

AFCC, LLC, Henry Casden, Attorney at Law

73-525 El Paseo, Ste. 2516

Palm Desert, CA 92260

855-447-4442

Holding Company

None of the Reporting Persons have been charged or convicted in a criminal proceeding during the last five years.

None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years where such person, as result of such proceeding, was or became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law.

ITEM 3.         SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Agreement between M Strata, LLC and U.S. Rare Earth Minerals, Inc. on November 18, 2017 described in Form 8-K filed on November 22, 2017 and attached hereto as exhibit I.

ITEM 4.         PURPOSE OF TRANSACTION

See attached Form 8-K

ITEM 5.          INTEREST IN SECURITIES OF THE ISSUER

67%

ITEM 6.         CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

See attached Form 8-K

ITEM 7.         MATERIAL TO BE FILED AS EXHIBITS

Form 8-K dated November 22, 2017

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT I

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 22, 2017

U.S. Rare Earth Minerals, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 800-920-7507

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12)

☐ Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))

☐ Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

1.01 Entry into a Material Definitive Agreement

On November 1, 2017, the Board of Directors of U.S. Rare Earth Minerals, Inc. (“Company”) adopted a Resolution to empower the Executive Committee, consisting of Chairman Larry Bonafide, Secretary/Treasurer Donita R. Kendig and President Quincy Farber, to negotiate a contract with M Strata, LLC for the acquisition of nine (9) unpatented Eagle Placer Mining Claims. The Resolution further authorized said Committee to offer up to 70,500,000 shares of unregistered common stock upon reaching a final Definitive Agreement with M Strata, LLC.

On November 18, 2017, the committee concluded a final Definitive Agreement with M Strata, LLC containing the following material points:

On November 20, 2017, the Board of Directors voted to ratify the Agreement of November 18, 2017 as signed by the Executive Committee and Seller. The Board also instructed the Chief Financial Officer to prepare a pro-forma, unaudited Balance Sheet reflecting the financial changes resulting from the terms of the Agreement to be dated November 20, 2017 and become an Exhibit to this 8-K.

1.02 – Termination of a Material Definitive Agreement

On November 20, 2017, the Board of Directors voted to accept Seller’s letter terminating the First Amended and Restated

Mining Agreement dated December 9, 2013, thereby eliminating the Company’s requirement to purchase a minimum of $10,800 of material per month.

2.01 – Completion of Acquisition or Disposition of Assets

On November 18, 2017, the Company completed the acquisition of nine (9) Unpatented Placer Mining Claims consisting of approximately 1,000 acres in the vicinity of Panaca, Nevada. These claims contain significant deposits of Montmorillonite clay and are valued at $675,000 by the Company on the Company’s balance sheet.

5.01 – Changes in Control of Registrant

Item 5.01(a): On November 18, 2017, the Company ordered the issuance of 70,500,000 shares of its Unregistered Common Stock to AFCC, LLC (a Wyoming LLC) co-managed by Robert T. Yarbray and Henry Casden as consideration for acquisition described in paragraph 2.01 above.. AFCC, LLC controls approximately 67% of the Company's outstanding shares.

9.01 – Financial Statements and Exhibits

Item 9.01(b): Any acquisition or disposition transaction reportable under Item 2.01

Attached as Exhibit “A” is the Company’s pro-forma (un-audited) Balance Sheet dated November 20, 2017 reflecting the financial changes incurred pursuant to 2.01 above.

SIGNATURES

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

EXHIBIT A

U.S. RARE EARTH MINERALS, INC.

BALANCE SHEETS

(UNAUDITED)