Nevada
|
26-2797630
|
|
(State or jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
6460 Medical Center St. Suite 230
Las Vegas, NV
|
89148
|
|
(Address of principal executive offices)
|
(Zip code)
|
Large Accelerated Filer
|
£
|
Accelerated Filer
|
£
|
|
Non-Accelerated Filer
|
£
|
Smaller Reporting Company
|
T
|
Page
|
|
PART I - FINANCIAL INFORMATION
|
|
ITEM 1. FINANCIAL STATEMENTS
|
3
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
10
|
|
|
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
13
|
ITEM 4A (T). CONTROLS AND PROCEDURES
|
14
|
PART II - OTHER INFORMATION
|
|
ITEM 1. LEGAL PROCEEDINGS
|
14
|
ITEM 1A. RISK FACTORS
|
14
|
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
15
|
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
|
15
|
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
15
|
ITEM 5. OTHER INFORMATION
|
15
|
ITEM 6. EXHIBITS
|
16
|
SIGNATURES
|
17
|
March 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
Restated
|
(Audited)
Restated
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$ | 13,708 | $ | 16,513 | ||||
Accounts Receivable
|
88,032 | - | ||||||
Note Receivable
|
- | - | ||||||
Inventory
|
9,107 | 25,427 | ||||||
Prepaid Expenses
|
3,750 | 6,500 | ||||||
Total current assets
|
114,597 | 48,440 | ||||||
Property and Equipment, Net
|
158,801 | 167,646 | ||||||
Total assets
|
$ | 273,398 | $ | 216,086 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$ | 72,874 | $ | 10,143 | ||||
10% Series A Senior (non-subordinated) debentures
|
10,000 | 10,000 | ||||||
Accrued interest
|
9,170 | 7,667 | ||||||
Loan payable, current
|
25,000 | 25,000 | ||||||
Total current liabilities
|
117,044 | 52,810 | ||||||
Total liabilities
|
117,044 | 52,810 | ||||||
STOCKHOLDERS' EQUITY
|
||||||||
Common stock: $0.001 par value; 300,000,000 authorized,
|
||||||||
119,161,493 and 113,941,494 shares issued and outstanding
|
||||||||
as of March 31, 2012 and December 31, 2011, respectively
|
119,161 | 113,941 | ||||||
Additional paid-in capital
|
5,573,477 | 5,118,697 | ||||||
Deficit Accumulated during the development stage
|
(5,536,284 | ) | (5,069,362 | ) | ||||
Total stockholders' equity
|
156,354 | 163,276 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 273,398 | $ | 216,086 |
Three Months ended
|
From inception
|
|||||||||||
March 31,
|
March 31,
|
June 9, 2008 to
|
||||||||||
2012
|
2011
|
March 31, 2012
|
||||||||||
Restated
|
Restated
|
Restated
|
||||||||||
REVENUES
|
$ | 137,678 | $ | 7,931 | $ | 230,105 | ||||||
Cost of goods sold
|
38,986 | 1,983 | 62,093 | |||||||||
98,692 | 5,948 | 168,012 | ||||||||||
General, selling and administrative expenses
|
574,111 | 1,392,193 | 5,696,655 | |||||||||
Operating Loss
|
(475,419 | ) | (1,386,245 | ) | (5,528,643 | ) | ||||||
Other income (expense):
|
||||||||||||
Interest income
|
- | - | 3,895 | |||||||||
Payment under distributorship agreement
|
10,000 | - | 10,000 | |||||||||
Interest expense
|
(1,503 | ) | (3,970 | ) | (21,536 | ) | ||||||
8,497 | (3,970 | ) | (7,639 | ) | ||||||||
Net Loss
|
$ | (466,922 | ) | $ | (1,390,215 | ) | $ | (5,536,284 | ) | |||
Net loss per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.01 | ) | ||||||
Weighted average of common shares outstanding
|
117,242,812 | 53,377,802 |
From inception
|
||||||||||||
March 31,
|
March 31,
|
June 9, 2008 to
|
||||||||||
2012
|
2011
|
March 31, 2012
|
||||||||||
Restated
|
Restated
|
Restated
|
||||||||||
Cash Flows from Operating Activities:
|
||||||||||||
Net Loss
|
$ | (466,922 | ) | $ | (1,390,215 | ) | $ | (5,536,284 | ) | |||
Adjustments to reconcile net loss to net cash used
|
||||||||||||
by operating activities:
|
||||||||||||
Depreciation
|
10,145 | 4,541 | 44,212 | |||||||||
Stock for services
|
450,000 | 1,366,251 | 4,815,674 | |||||||||
Stock issued for intangible asset
|
- | - | - | |||||||||
Accretion of debt premium and interest
|
- | - | 2,869 | |||||||||
Contributed capital to COGS
|
- | - | 690 | |||||||||
Expenses paid by stockholder contribution
|
- | - | 5,807 | |||||||||
Changes in assets and liabilities:
|
||||||||||||
Increase accounts receivable
|
(88,032 | ) | - | (88,032 | ) | |||||||
Decrease notes receivable
|
- | - | 200 | |||||||||
(Increase) decrease prepaids
|
2,750 | - | (1,263 | ) | ||||||||
(Increase) decrease inventory
|
16,320 | (984 | ) | (9,107 | ) | |||||||
Increase (decrease) in accounts payable & accrued expenses
|
62,731 | (5,103 | ) | 87,888 | ||||||||
Net cash used in operating activities
|
(13,008 | ) | (25,510 | ) | (677,346 | ) | ||||||
Cash flows used in Investing Activities:
|
||||||||||||
Capital expenditures
|
(1,300 | ) | (40,589 | ) | (203,013 | ) | ||||||
Net cash used in investing activities
|
(1,300 | ) | (40,589 | ) | (203,013 | ) | ||||||
Cash flows from Financing Activities:
|
||||||||||||
Proceeds from Convertible debt
|
- | - | 15,000 | |||||||||
Proceeds from Series A Debentures
|
- | - | 52,250 | |||||||||
Payment of loan payable and debentures
|
- | (17,132 | ) | (44,132 | ) | |||||||
Accrued interest
|
1,503 | - | 9,170 | |||||||||
Proceeds from Loans payable
|
- | - | 39,000 | |||||||||
Proceeds from Loan payable, related party
|
- | - | 2,232 | |||||||||
Proceeds from the sale of common stock
|
10,000 | 138,745 | 820,547 | |||||||||
Net cash provided by financing activities
|
11,503 | 121,613 | 894,067 | |||||||||
Net increase (decrease) in cash
|
(2,805 | ) | 55,514 | 13,708 | ||||||||
Cash, beginning of period
|
16,513 | 22,755 | - | |||||||||
Cash, end of period
|
$ | 13,708 | $ | 78,269 | $ | 13,708 |
Cash paid for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | 1,337 | ||||||
Supplemental schedule of non-cash investing and Financing Activities:
|
||||||||||||
Loan payable, related party reclassified as loan payable
|
$ | - | $ | - | $ | 100 | ||||||
Loan reclassified to accounts payable
|
$ | - | $ | - | $ | 2,000 | ||||||
Loan receivable reclassified to accounts payable
|
$ | - | $ | - | $ | 15,721 | ||||||
Series A Debentures reclassified to Convertible Debenture
|
$ | - | $ | - | $ | 5,000 | ||||||
Common stock issued for intangible - customer list
|
$ | - | $ | - | $ | 25,000 | ||||||
Common stock issued for equipment
|
$ | - | $ | - | $ | 40,600 | ||||||
Common stock issued for convertible debt, debentures
|
$ | - | $ | - | $ | 30,000 | ||||||
Warrants issued for prepaid consulting services
|
$ | - | $ | - | $ | 24,750 | ||||||
Stock payable issued
|
$ | - | $ | - | $ | 25,000 | ||||||
Contributed capital by shareholder, used to pay expenses
|
$ | - | $ | - | $ | 5,807 |
BALANCE SHEETS
|
||||||||||||||||||||||||
March 31, 2012 (Unaudited)
|
December 31, 2011 (Audited)
|
|||||||||||||||||||||||
As Reported
|
Adjustments
|
Restated
|
As Reported
|
Adjustments
|
Restated
|
|||||||||||||||||||
Common stock
|
119,161 | - | 119,161 | 113,942 | 1 | 113,941 | ||||||||||||||||||
Additional paid-in capital
|
3,056,669 | (2,516,808 | ) | 5,573,477 | 3,044,889 | (2,073,808 | )b | 5,118,697 | ||||||||||||||||
Deficit accumulated during the development stage
|
(3,019,476 | ) | 2,516,808 | (5,536,284 | ) | (2,995,555 | ) | 2,073,807 | b | (5,069,362 | ) |
a - To adjust the common stock and addit ional paid in capital to reflect the 3 for 1 stock split which occurred on May 11, 2011.
|
b - To adjust stock issued for services to reflect the market value of those shares on the date of issuance.
|
Three months ended March 31, 2012
|
March 31, 2011
|
|||||||||||||||||||||||||
As Reported
|
Adjustments | Restated |
As Reported
|
Adjustments
|
Restated
|
|||||||||||||||||||||
General, selling and administrative expenses
|
131,110 | (443,001 | ) | b | 574,111 | 728,734 | (663,459 | ) | b | 1,392,193 | ||||||||||||||||
Operating Loss
|
(32,418 | ) | 443,001 | b | (475,419 | ) | (722,786 | ) | 663,459 | b | (1,386,245 | ) | ||||||||||||||
Net Loss
|
(23,921 | ) | 443,001 | b | (466,922 | ) | (726,756 | ) | 663,459 | b | (1,390,215 | ) | ||||||||||||||
Net loss per common share - basic and diluted
|
0.00 | 0.00 | a, b | 0.00 | (0.01 | ) | 0.00 | a, b | (0.01 | ) | ||||||||||||||||
Weighted average of common shares outstanding
|
117,164,137 | (78,675 | ) | a, b | 117,242,812 | 58,926,999 | 5,549,197 | a, b | 53,377,802 |
From Inception June 9, 2008 to March 31, 2012
|
||||||||||||
|
As Reported
|
Adjustments
|
Restated
|
|||||||||
Continued | ||||||||||||
General, selling and administrative expenses
|
3,179,849 | (2,516,805 | ) b | 5,696,654 | ||||||||
Operating Loss
|
(3,011,837 | ) | 2,516,806 | b | (5,528,643 | ) | ||||||
Net Loss
|
(3,019,476 | ) | 2,516,808 | b | (5,536,284 | ) | ||||||
Net loss per common share - basic and diluted
|
- | - | ||||||||||
Weighted average of common shares outstanding
|
- | - |
a - To adjust the common stock and additional paid in capital to reflect the 3 for 1 stock split which occurred on May 11, 2011.
|
b - To adjust stock issued for services to reflect the market value of those shares on the date of issuance.
|
For the three months ended March 31, 2012
|
From Inception June 9, 2008 to March 31, 2012 | |||||||||||||||||||||||
As Reported
|
Adjustments
|
Restated
|
As Reported
|
Adjustments
|
Restated
|
|||||||||||||||||||
Net Loss
|
(23,921 | ) | 443,001 | b | (466,922 | ) | (3,019,476 | ) | 2,516,808 | b | (5,536,284 | ) | ||||||||||||
Stock for services
|
5,000 | (445,000 | ) b | 450,000 | 2,229,275 | (2,586,399 | ) b | 4,815,674 | ||||||||||||||||
Net cash used in operating activities
|
(15,007 | ) | (1,999 | ) b | (13,008 | ) | (746,936 | ) | (69,590 | ) b | (677,346 | ) | ||||||||||||
Common stock issued for cash
|
11,999 | 1,999 | b | 10,000 | 849,536 | 28,989 | b | 820,547 | ||||||||||||||||
Net cash used in investing activities
|
(1,300 | ) | - | b | (1,300 | ) | (162,413 | ) | 40,600 | b | (203,013 | ) | ||||||||||||
Net cash provided by financing activities
|
13,502 | 25,005 | b | (11,503 | ) | 923,057 | 28,990 | b | 894,067 |
a - To adjust the common stock and additional paid in capital to reflect the 3 for 1 stock split which occurred on May 11, 2011.
|
b - To adjust stock issued for services to reflect the market value of those shares on the date of issuance.
|
March 31,
|
March 31,
|
|||||||||||||||
2012
|
2011
|
$ Change
|
% Change
|
|||||||||||||
REVENUES
|
$ | 137,678 | $ | 7,931 | $ | 129,747 | 1636 | % | ||||||||
Cost of sales
|
(38,986 | ) | (1,983 | ) | (37,003 | ) | 1866 | % | ||||||||
98,692 | 5,948 | 92,744 | 1559 | % | ||||||||||||
General and administrative expenses
|
(574,111 | ) | (1,392,193 | ) | 818,082 | 58 | % | |||||||||
Operating Loss
|
$ | (475,419 | ) | $ | (1,386,245 | ) | $ | 910,826 | 65 | % |
March 31,
|
December 31,
|
|||||||||||||||
2012
|
2011
|
$ Change
|
% Change
|
|||||||||||||
Cash
|
$ | 13,708 | $ | 16,513 | $ | (2,805 | ) | (17 | )% | |||||||
Accounts payable and accrued expenses
|
$ | 72,874 | $ | 10,143 | $ | 62,731 | 618 | % | ||||||||
Total current liabilities
|
$ | 117,044 | $ | 52,810 | $ | 64,234 | 122 | % | ||||||||
Cash proceeds from the sale of common stock
|
$ | 10,000 | $ | 138,745 | $ | (128,745 | ) | (93 | )% |
●
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
●
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS.
|
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.
|
Dated: January 18, 2013
|
|||
|
By
|
/s/ Paul Hait | |
Paul Hait
|
|||
Chief Executive Officer and Director
|
|||
Dated: January 18, 2013
|
/s/ Dennis Cullison | ||
Dennis Cullison
|
|||
Principle Financial Officer, President and Director
|
Date: January 18, 2013
|
|
/s/ Paul Hait
|
|
Paul Hait
|
|
Principal Executive Officer
|
I, Dennis Cullison, certify that:
|
||
1.
|
I have reviewed this Form 10-Q for the period ended March 31, 2012 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 consolidated 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: January 18, 2013
|
|
/s/ Dennis Cullison
|
|
Dennis Cullison
|
|
Principal Financial Officer
|
Date: January 18, 2013
|
|||
/s/ Paul Hait
|
|||
Paul Hait
|
|||
Principal Executive Officer
|
Date: January 18, 2013
|
/s/ Dennis Cullison | ||
Dennis Cullison
|
|||
Principal Accounting Officer
|
Distributorship Agreement
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Distributorship Agreement [Abstract] | |
Distributorship Agreement | Note 4. Distributorship Agreement
In February 2012, the Company entered into a distributor agreement with a company to market its products in various countries. Under the terms of the agreement, the Company will receive payments upon the attaining of certain sales goals by the distributor. The agreement is for a period of 36 months and can be canceled by either party upon 30 days written notice.
|
Recent Accounting Pronouncements
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | Note 3. 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.
|
Basis of Presentation and Organization and Significant Accounting Policies
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Basis Of Presentation and Organization and Significant Accounting Policies [Abstract] | |
Basis of Presentation and Organization and Significant Accounting Policies | Note 1. Basis of Presentation and Organization and Significant Accounting Policies
Basis of Presentation and Organization
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, 2011. 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 March 31, 2012 and the three months ended March 31, 2012 and 2011 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, 2011.
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, 2012.
U.S. Rare Earth Minerals, Inc. (Formerly U.S. Natural Nutrients and Minerals, Inc.) was incorporated in the state of Nevada on June 9, 2008.
The Company currently has limited operations and, in accordance with Financial Accounting Standard Board Codification (“FASB ASC”), Development Stage Entities, is classified as a development stage company.
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. (Formerly U.S. Natural Nutrients and 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 generated minimal revenue, is considered a development stage company, has experienced recurring net operating losses, had a net loss of $466,922 for the three months ended March 31, 2012, and a working capital deficiency of $2,447 at March 31, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. We will need to raise funds or implement our business plan to continue operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital sufficient to meet its minimal operating expenses by seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually
begin operations in accordance with our business plan. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
|
9D U[)?(7&'X^X[X#')GR)$UJQW16V&<-&ET`_BEKR3,&Y[/!00O*OG
M22A/Y[N;<)9$2W]`-X7G#>G3'4(M'JE'6/WBE@):X6\W)KAH*[^Y'&O-Y+JM
MUZV3,7R<1`*>=N\G02=^W.
MFTKC0)PU;8M9F>;/-ILLO<^S\)_W3P'Y;#>[G.XJHIN9U'/^2D6["P!J#'TS
MZTP+,+4%*!1!0]/AXH`5/)87#C3B3+**H-(:1X]U@%<,1[DWC'$$)GFU6ZQ+
M%O[KW^YS0DS:+[I97\1ID(8QZ1QE.![<]F"B;F7G@Q&>;KA5:N!F#2I%4&HZ
MW?PP$;#,$)B=_0_F45AO@3#0M4VK)<8PQQH$Z@I:I(K@HS#QQ@0\B/UA3^_O
MSQ_N74:P_(-W8[4CY28J^=A!.S@%>>LQ*GHL#]4%*,=UOL3LL.>G7^[NSJ\?
M@"\AW!,=\DCN"ML.Z-,`/RGBM_BSQ7#E_@C?F/S:51S:=&DK[%\?X]8"?(:/
M<9J2[C#X'"3T,,A,GM:G`\;Y><[Z['U.VN1NDPA=JK*_66]JPC#;I3F^@R&,
MGX-5`J]ASM.%JL51JMEL>-3^"^T/%P>U_`(0C:I%
R@[N^[
M>$M7J]3]0K6:U19.Z;^8@@OQ!6`*Q:GK4L5I7W(D$!L(-!O!B3]$3ZMH31W/@,Z?"6>=O";V:Q0Z;KHW@_T:!QV:WIZ,VPY,;W_`?8_%T#7[711U
MW\1Z[%_%P2I.XCQFTV9L)]I3ED0084K)_$5C:X"^"8O\,<#5C9>&:I5Y2>OO
M?A_!/I@NEY\OKRX?+L_OP?+Z#-P_W)S^[;]NKL[.[^[_!,[_^\OEPZ\NN6$:
MAEWV:.L[Y)?^9AN5DAL.#6]>:0C[M/?&"$.Y`:?!%D](H;D51Z'A:M7_-GBA
M*S"$E>0W:`
+>^$,0EAB3.3!J
MI:.]0(II*!R&_3KRC3EI6WG&0'V6_$)W!FPW?9>7#2NYS")-WW431Z7C3:;0
M0"&P!,Z&8G0N4,&X:%%_$)1?9!88,LC?6F,6RG;*^-1]%!,**XRXI+0*FR[%
MNU6G%G.6KAG+^A%`!<)TNND$Z(SE/48G!A.D^OV$)O;7VU$8I/)@KNFWL'?N
M^25`*$AS7#V+7[%&'HEW"7W)9)#T'(?]B$@JVL8X2J&Y^EQS(G\8R"TE8G8C/%O#
4!4Q<.>@<8*LWJ\TMXU5Q[JVHM.'3B\V07,Y1.A53#VQZ=F6.A2;B'#Z
MT)G#AL@V!@N]?T5UW066AQ;N\$38+&+Q\:8,D-T]&$D1%?OVDIP^=%:PKA-4
MQ`R]%JGPA4RJN^`.C]N(AW2!V2-17%]O)<'I0V]^K,N])5;H944+SF5:(G[Y
MW8;F327G&OH$^2&8W84'O39H069N&]VVK[(A5RG$N8;>?G@(LO5PH5,P"O+7
MUVUM4*1'4^63X9$O;;.^A4O%O+D$YQIZUV%=VBVQGNB4/'UI.8XR-2_1%I9T
MKJ$W#]:.OHHQ'?#&ZGJ=<_ZVHB_O\07<<^H+A>4:\BL5:-*CY)K^V4Z.(([%__P/4$L#!!0````(`/0R-D(5B:GMN`8``'8P
M```1`!P`=7-M;BTR,#$R,#,S,2YX
"+ text.join( "
\n" ) +"
" + text[p] + "
\n"; } } }else{ formatted = '' + raw + '
'; } html = ''+ "\n"+''+ "\n"+''+ "\n"+' formatted: '+ ( this.Default == 'raw' ? 'as Filed' : 'with Text Wrapped' ) +''+ "\n"+' | '+ "\n"+'
'+ "\n"+' | '+ "\n"+' '+ "\n"+'
'+ "\n"+' | '+ "\n"+' '+ "\n"+'
Common Stock
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Common Stock [Abstract] | |
Common Stock | Note 2. Common Stock
The Company’s authorized preferred stock is 50,000,000 with a $0.001 par value and common stock is 300,000,000 common shares with $0.001 par value.
There were 119,161,493 shares of common stock outstanding as of March 31, 2012.
On April 12, 2011, the Company announced that the board of directors approved a 3 for 1 forward split of the shares of common stock issued and outstanding effective May 2, 2011.
|
Consolidated Balance Sheets (Parenthetical) (USD $)
|
Mar. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Statement Of Financial Position [Abstract] | ||
Series A Senior (non-subordinated) debentures, stated interest percentage | 10.00% | 10.00% |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 119,161,493 | 113,941,494 |
Common stock, shares outstanding | 119,161,493 | 113,941,494 |
Document and Entity Information
In Thousands, unless otherwise specified |
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Document and Entity Information [Abstract] | |
Entity Registrant Name | U.S. RARE EARTH MINERALS, INC |
Entity Central Index Key | 0001445815 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2012 |
Amendment Flag | true |
Amendment Description | The purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, originally filed with the Securities and Exchange Commission on May 15, 2012, is reflected changes made to the valuation of stock issued to consultants and professionals on prior amended 10-Q/A's for the Periods ending March 31, 2011, June 30, 2011 & September 30, 2011 and the December31, 2011 10-K/A and presentation of the previously disclosed stock split. No changes have been made to the Form 10-Q other than the information described above. This amendment does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q. |
Document Fiscal Year Focus | 2012 |
Document Fiscal Period Focus | Q1 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 119,161,493 |
Consolidated Statement of Operations (Unaudited) (USD $)
|
3 Months Ended | 46 Months Ended | |
---|---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
Mar. 31, 2012
|
|
Income Statement [Abstract] | |||
REVENUES | $ 137,678 | $ 7,931 | $ 230,105 |
Cost of goods sold | 38,986 | 1,983 | 62,093 |
Gross Profit | 98,692 | 5,948 | 168,012 |
General, selling and administrative expenses | 574,111 | 1,392,193 | 5,696,655 |
Operating Loss | (475,419) | (1,386,245) | (5,528,643) |
Other income (expense): | |||
Interest income | 3,895 | ||
Payment under distributorship agreement | 10,000 | 10,000 | |
Interest expense | (1,503) | (3,970) | (21,536) |
Nonoperating Income (Expense), Total | 8,497 | (3,970) | (7,639) |
Net Loss | $ (466,922) | $ (1,390,215) | $ (5,536,284) |
Net loss per common share - basic and diluted | $ 0.00 | $ (0.01) | |
Weighted average of common shares outstanding | 117,242,812 | 53,377,802 |
Restatements
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Restatements [Abstract] | |
Restatements | Note 6. Restatements
The tables below show the effects of the restatements on (i) the Company's consolidated balance sheets as of March 31, 2012 and December 31, 2011, (ii) the consolidated statements of operations for the three months ended March 31, 2012, and (iii) the consolidated statement of cash flows for the three months ended March 31, 2012.
|
Subsequent Events
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Subsequent Events [Abstract] | |
Subsequent Events | Note 5.Subsquent Events
Management evaluated all activity of the Company through the issue date of the Financial Statements and noted that no subsequent events that would have a material impact on the financial statements as of and for the period ended March 31, 2012.
|