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Form 10-Q U.S. RARE EARTH MINERALS For: Mar 31

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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 March 31, 2018

 

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 6th, 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 107,436,350 shares of common
stock outstanding as of May 15, 2018.

 

 

 

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 8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 11
ITEM 4 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. MINE SAFETY DISCLOSURES 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS 13
SIGNATURES 14

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. INTERIM FINANCIAL STATEMENTS

 

U.S. RARE EARTH MINERALS, INC.

BALANCE SHEET

  

    March 31,     December 31,  
    2018     2017  
    (Unaudited)        
ASSETS            
CURRENT ASSETS:            
Cash   $ 5,136     $ 15,274  
Accounts receivable     2,039       22,959  
Inventory     6,721       5,264  
Total current assets     13,896       43,497  
                 
Property and Equipment, Net of Accumulated Depreciation of $288,265 and $283,902 respectively     677,808       682,171  
                 
Total assets   $ 691,704     $ 725,668  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                
CURRENT LIABILITIES:                
Accounts payable and accrued expenses     10,903     $ 11,304  
Accounts payable- related party     9,198       9,898  
Shareholder Advance     22,300       22,700  
Deferred revenue           4,800  
Accrued interest     26,526       24,576  
10% Series A Senior (non-subordinated) debentures     5,000       5,000  
Loan payable     25,000       25,000  
Notes Payable     80,000       80,000  
Total current liabilities and total liabilities     178,927       183,278  
                 
STOCKHOLDERS’ EQUITY (DEFICIT):                
Class A Preferred stock: $0.001 par value; 50,000,000 authorized, 440,500 shares issued and outstanding as of March 31, 2018 and December 31, 2017     441       441  
Common stock: $0.001 par value; 300,000,000 authorized, 105,416,350 shares issued and outstanding as of March 31, 2018 and December 31, 2017     105,416       105,416  
Additional paid in capital     14,637,720       14,637,720  
Accumulated deficit     (14,230,800 )     (14,201,187 )
Total stockholders’ equity (deficit)     512,777       542,390  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)   $ 691,704     $ 725,668  

 

The accompanying notes are an integral part
of these unaudited financial statements.

 

 

U.S. RARE EARTH MINERALS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

    For the Three Months Ended March 31,  
    2018     2017  
             
REVENUES   $ 13,316     $ 7,436  
Cost of goods sold     15,249       13,673  
Gross Profit     (1,933 )     (6,237 )
                 
General, selling and administrative expenses     25,730       56,399  
Total operating expenses     25,730       56,399  
                 
Operating Loss     (27,663 )     (62,636 )
                 
Other income (expense):                
Interest expense     (1,950 )     (1,950 )
Total other income (expense)     (1,950 )     (1,950 )
                 
Loss before provision for income taxes     (29,613 )     (64,586 )
                 
Provision for income taxes            
                 
Net Loss   $ (29,613 )   $ (64,586 )
                 
Net loss per common share – basic and diluted   $ (0.01 )   $ (0.03 )
                 
Weighted average of common shares outstanding     105,416,350       24,438,017  

 

The accompanying notes are an integral part
of these unaudited financial statements.

 

 

U.S. RARE EARTH MINERALS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

    For the Three Months ended March 31,  
    2018     2017  
Cash Flows From Operating Activities:            
Net Loss   $ (29,613 )   $ (64,586 )
Adjustments to reconcile net loss to net cash provided By (used in) operations:                
Depreciation     4,363       4,363  
Changes in assets and liabilities:                
Decrease (Increase) accounts receivable     20,920       9,600  
Decrease (Increase) inventory     (1,457 )     440  
Increase (Decrease) accounts payable and accrued expenses     (401 )     (2,574 )
Increase (Decrease) accounts payable – related party     (700 )     42,766  
Increase (Decrease) accrued interest     1,950       1,949  
Increase in deferred revenue     (4,800 )      
Net cash provided by (used in) operating activities     (9,738 )     (8,042 )
                 
Cash Flows From Investing Activities:            
                 
Cash Flows From Financing Activities:                
Repayment of shareholder advances     (400 )      
Net cash provided (used) by financing activities     (400 )      
                 
Net increase (decrease) in cash     (10,138 )     (8,042 )
Cash, beginning of period     15,274       11,092  
Cash, end of period   $ 5,136     $ 3,050  
                 
Cash paid for:                
Income Taxes   $     $  
Interest   $     $  

 

The accompanying notes are an integral part
of these unaudited financial statements.

 

 

U.S. 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, 2017. 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 the three months ended March 31, 2018, 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, 2017.

 

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, 2018.

 

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 $165,031 as of March 31, 2018.
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.

 

 

U.S. RARE EARTH MINERALS, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 2. Capital Stock

 

On February 27, 2015, the Company filed
a Certificate of Change with the Nevada Secretary of State changing the number of authorized common shares from 6,000,000 to 300,000,000.
The Company is currently 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 Company formally filed a Certificate
of Designation authorizing 500,000 of the 50,000,000 authorized preferred shares to be designated as $0.001 par value, Class “A”
6% Cumulative, Convertible Voting Preferred Stock with the Nevada Secretary of State on December 31, 2013.

 

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 March 31,2018 and 2017, a total of
$126,618 and $94,517 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 March 31, 2018 and December 31, 2017,
there were 440,500 and 440,500 shares of Class “A” 6% Cumulative, Convertible Voting Preferred Stock issued and outstanding,
respectively.

 

 On January 13, 2017, 4,350,000 common
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 common stock 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.

 

On November 18, 2017, the Company issued
67,500,000 shares of its unregistered Common Stock to a related party as consideration for acquisition of nine (9) Unpatented Placer
Mining Claims valued at $675,000 by the Company and 3,000,000 shares of unregistered Common Stock as payment for outstanding accounts
payable- related party valued at $30,000 and the remaining balance of $224,372 of the debt was forgiven and recorded to additional
paid-in capital. 

 

As of March 31, 2018, and December 31,
2017, there were 105,416,350 shares of common stock issued and outstanding.

 

 

U.S. RARE EARTH MINERALS, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 3. Notes and Debentures Payable,
Loan Payable

 

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 as they both are in default.

 

We have two short-term loans totaling $25,000
at March 31, 2018 and December 31, 2017. These loans were due in 2012 and as of March 31, 2018 and December 31, 2017, are in default.
These notes are accruing interest at a rate of 10% per annum.

 

At March 31, 2018, the Company has recorded
accrued interest of $1,950 related to the debts above which is included in the $26,526 accrued interest balance on the balance
sheet.

 

Note 4. Related Party Transactions

 

The officers and directors for the Company
are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business
interest. The Company has not formulated a policy for the resolution of such conflicts.

 

As of March 31, 2018 and December 31, 2017,
the Company had an outstanding payable of $9,198 to a company owned by the CEO for packaging services provided in year 2017.

 

On July 11, 2017 Nathan Marks was appointed
as Director and his company is also a customer. The Company had no sales during the three months period ended March 31, 2018 and
2017 to this company. 

 

The Company made payments of $700 to M.
Strata, LLC during the three months ended March 31, 2018. As of March 31, 2018, and December 31, 2017, the Company owed M. Strata,
LLC $nil and $700 related to tonnage fees, respectively.

 

Shareholder Advance

 

During the year ended December 31, 2017,
various shareholders advanced $22,700 to the Company to help pay for operating expenses. The advances don’t have re-payment
terms.

 

During the three months ended March 31,
2018, the Company made payments of $400. The balance owed as of March 31, 2018 is $22,300.

 

Note 5. 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.  Management estimates that the cost
to be minimal and possibly zero. 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 March 31, 2018, 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.

 

 

U.S. RARE EARTH MINERALS, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 5. Commitments and Contingencies
(cont’d)

 

The Company’s Attorney continues
an on going dialogue with the Bureau of Land Management and hopes to reach an agreement over an alleged water diversion on U.S.
Rare Earth Minerals, Inc. Panaca, NV BLM mine site. It is hoped that the Army Corps of Engineer’s will soon visit the site
and render a decision.

 

Note 6. Subsequent Events

 

The Board of Directors, on April 12, 2018,
accepted the resignation of CFO, Secretary/Treasurer and Director Donita R. Kendig. Concurrently, the Board of Directors authorized
the issuance of 463,636 shares of the Company’s common stock, valued at $0.033 per share to Ms. Kendig as payment in
full for an outstanding payable of $15,300. The Board also voted to issue as a severance bonus for Ms. Kendig an additional
556,364 shares valued at $0.033 per share.

 

Also on April 12, 2018, the Board of Directors authorized the
issuance of 381,818 shares of the Company’s common stock, valued at $0.033 per share to D. Quincy Farber, Officer and
Director, as payment in full for an outstanding payable of $12,600.  The Board also voted to issue an additional 618,182
shares valued at $0.033 per share to Mr. Farber for past services rendered.

 

On April 12, 2018, the Board of Directors
of the Company elected current Chairman and Director of the Company, Larry Bonafide to Chief Financial Officer, Secretary/Treasurer.
Mr. Bonafide will also continue as Chairman.

 

Mr. Bonafide has served as a Director of
the Company since his election to the Board on February 10, 2014.

 

 

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 months ended March 31, 2018 and 2017.

 

    Three Months Ended              
    March 31,     March 31,              
    2018     2017     $ Change     % Change  
                         
Revenues   $ 13,316     $ 7,436     $ 5,880       79 %
Cost of sales     15,249       13,673       1,576       12 %
Gross (loss)     (1,933 )     (6,237 )     4,304       (69 )%
Operating expenses     25,730       56,399       (30,669 )     (54 )%
Operating (loss)   $ (27,663 )   $ (62,636 )   $ (34,973 )     (56 )%

 

The substantive reduction to operating
loss was primarily due to lack of revenue generating business in the current quarter, resulting in a reduction to general, administrative
and selling expenses over the comparative three month periods.

 

While gross revenue increased period over
period in the three months ended March 31, 2018 and 2017, the cost of sales also increased. Over each of the comparative periods
the cost of sales was more than the revenue recorded resulting in gross losses of $1,933 and $6,237 respectively during the three
months ended March 31, 2018 and 2017.

 

LIQUIDITY AND CAPITAL RESOURCES

 

    As of              
    March 31,     December 31,              
    2018     2017     $  Change     % Change  
                         
Total current assets   $ 13,896     $ 43,497     $ (29,601 )     (68 )%
Total current liabilities     178,927       183,278       (4,351 )     (2 )%
Working capital (deficit)     (165,031 )     (139,781 )     (25,250 )     18 %

 

The reduction to total current assets is
predominantly related to collection of accounts receivable in the current period which amounts were used for ongoing operations
and to reduce our outstanding accounts payable.

 

 

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 $165,031 as of March 31, 2018.
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.

  

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

 

Under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer, as of
March 31, 2018, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e)
and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive
officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls
and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or
submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified
in the Securities and Exchange Act Commission’s rules and forms and that our disclosure controls are not effectively designed to
ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act
is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our internal controls are not effective for the following reasons: (i) there is an inadequate segregation of duties consistent
with control objectives as management is comprised of only two persons, one of which is the Company’s principal executive officer
and principal financial officer and, (ii) the Company does not have a formal audit committee with a financial expert, and thus
the Company lacks the board oversight role within the financial reporting process.

 

In order to mitigate
the foregoing material weakness, we have engaged an outside accounting consultant with significant experience in the preparation
of financial statements in conformity with U.S. GAAP to assist us in the preparation of our financial statements to ensure that
these financial statements are prepared in conformity to U.S. GAAP. We will continue to monitor the effectiveness of this action
and make any changes that our management deems appropriate.

 

We would need
to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain
optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation
of duty is feasible. In addition, we would need to expand our board to include independent members.

 

Going forward,
we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have
more effective controls over financial reporting. 

 

Changes in Internal Control over
Financial Reporting

 

During the period
covered by this report, there were no changes in our internal controls over financial reporting that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting. 

 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

 

On April 12, 2018, the Board of Directors
authorized the issuance of 463,636 shares of the Company’s common stock, valued at $0.033 per share to Ms. Kendig, former
officer and director, as payment in full for an outstanding payable of $15,300. The Board also voted to issue as a severance
bonus for Ms. Kendig an additional 556,364 shares valued at $0.033 per share.

 

Also on April 12, 2018, the Board of Directors authorized the
issuance of 381,818 shares of the Company’s common stock, valued at $0.033 per share to D. Quincy Farber, Officer and
Director, as payment in full for an outstanding payable of $12,600.  The Board also voted to issue an additional 618,182
shares valued at $0.033 per share to Mr. Farber for past services rendered.

 

All
stock issuances discussed in this section under the heading Recent Sales of Unregistered Securities, were exempt from the registration
requirements of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) of the same Act since the issuances of the shares
were to persons well known to the Company and did not involve any public offerings. 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

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

 

None

 

ITEM 5. OTHER INFORMATION

 

The Board of Directors, on April 12, 2018,
accepted the resignation of CFO, Secretary/Treasurer and Director Donita R. Kendig.

 

On April 12, 2018, the Board of Directors
of the Company elected current Chairman and Director of the Company, Larry Bonafide to Chief Financial Officer, Secretary/Treasurer.
Mr. Bonafide will also continue as Chairman.

 

Mr. Bonafide has served as a Director of
the Company since his election to the Board on February 10, 2014.

 

 

 

  

 

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: May 15, 2018 By /s/ D. Quincy Farber
    D. Quincy Farber
    Chief Executive Officer, President and Director
     
Dated: May 15, 2018 By /s/ Larry Bonafide
    Larry Bonafide
    Chief Financial Officer, Secretary-Treasurer and Director

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002

(18 U.S.C. SECTION 1350)

 

I, D. Quincy Farber, certify that:

 

1. I have reviewed this Form 10-Q for the quarter ended March 31, 2018 of U.S. Rare Earth Minerals,
Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.

 

Date:  May 15, 2018  
   
/s/ D. Quincy Farber  
D. Quincy Farber  
Principal Executive Officer  

 

Exhibit 31.2

 

CERTIFICATION
PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002

(18 U.S.C. SECTION 1350)

 

I, Larry Bonafide, certify that:

 

1. I have reviewed this Form 10-Q for the quarter ended March 31, 2018 of U. S. Rare Earth Minerals,
Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.

 

Date:  May 15, 2018  
   
/s/ Larry Bonafide  
Larry Bonafide  
Principal Financial Officer  

 

Exhibit 32.1

 

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002

(18 U.S.C. SECTION 1350)

 

Pursuant to section 906 of the Sarbanes-Oxley
Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of U.
S. Rare Earth Minerals, Inc., a Nevada corporation (the “Company”), does hereby certify, to such officer’s knowledge,
that:

 

The annual report on Form 10-Q for the
quarter ended March 31, 2018 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K fairly presents, in all material respects,
the financial condition and results of operations of the Company.

 

Date: May 15, 2018

 

  /s/ D. Quincy Farber
  D. Quincy Farber
  Principal Executive Officer

 

A signed original of this written statement
required by Section 906 has been provided to U. S. RARE EARTH MINERALS, INC. and will be retained by U. S. RARE EARTH MINERALS,
INC. and furnished to the Securities and Exchange Commission or its staff upon request.

 

Exhibit 32.2

 

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002

(18 U.S.C. SECTION 1350)

 

Pursuant to section 906 of the Sarbanes-Oxley
Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of U.
S. Natural Nutrients & Minerals, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s
knowledge, that:

 

The annual report on Form 10-Q for the
quarter ended March 31, 2018 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K fairly presents, in all material respects,
the financial condition and results of operations of the Company.

 

Date: May 15, 2018

 

  /s/ Larry Bonafide
  Larry Bonafide
  Principal Financial Officer

 

A signed original of this written statement
required by Section 906 has been provided to U. S. RARE EARTH MINERALS, INC. and will be retained by U. S. RARE EARTH MINERALS,
INC. and furnished to the Securities and Exchange Commission or its staff upon request.

 





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