10-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2012

o Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934

for the transition period from _______________ to _______________

Commission File Number: 333-154912

U.S. RARE EARTH MINERALS, INC.

(formerly known as U.S. Natural Nutrients and Minerals, Inc.)

(Exact name of small Business Issuer as specified in its charter)

Nevada	26-2797630
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
6460 Medical Center St. Ste 230
Las Vegas, NV	89148
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number, including area code: (702) 888-1450, ext 281

n/a

Former address if changed since last report

Securities registered under Section 12(b) of the Exchange Act:   None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share

Check whether the issuer (1) 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 x  No o

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 x  No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o  (Do not check if a smaller reporting company) Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes x No

Registrant’s revenues for its most recent fiscal year: $312,903.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 183,365,578.

TABLE OF CONTENTS

	PART I
ITEM 1	BUSINESS	3
ITEM 1A	RISK FACTORS	4
ITEM 1B	UNRESOLVED STAFF COMMENTS	4
ITEM 2	PROPERTIES	4
ITEM 3	LEGAL PROCEEDINGS	4
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	4
	PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	5
ITEM 6.	SELECTED FINANCIAL DATA	8
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	8
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	11
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	12
ITEM 9A(T).	CONTROLS AND PROCEDURES	12
ITEM 9B	OTHER INFORMATION	13
	PART III
ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	13
ITEM 11.	EXECUTIVE COMPENSATION	14
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	14
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	15
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	15
	PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	16
	SIGNATURES	17

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FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Report”), including ”Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the future results of U. S. Natural Nutrients & Minerals, Inc. and its consolidated subsidiaries (the “Company”) that are based on management’s current expectations, estimates, projections and assumptions about the Company’s business. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in the “Risk Factors” section in Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

PART I

ITEM 1. BUSINESS.

Overview

U.S. Rare Earth Minerals (formerly U.S. Natural Nutrients and Minerals, Inc.) (the “Company”), was organized on June 9, 2008. The Company changed its name in April, 2011. The Company’s focus is on sales and distribution of certain products derived from the Company’s mining activities relating to 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 product.  The Company commenced its mining activities in 2009, the Company entered into an agreement with M Strata, LLC whereby M Strata granted the Company permission and consent to mine certain mining claims owned or controlled by M Strata located on land located in the southwestern part of southern Nevada not far from the town of Panaca.  Fifty percent (50 %) of the beneficial ownership of M-Strata is owned by Paul Hait and Dennis Cullison.  Dennis Cullison is a director of the Company.  Paul Hait was formerly a director of the Company but he resigned in February of 2013 to take care of an ailing wife.  Paul Hait owns or controls more than 10% of the outstanding stock of the Company and is therefore deemed to be a control person as that term is defined by the Securities and Exchange Act of 1933, as amended.   A copy of the agreement between M-Strata, LLC and the Company is set forth on a Form 8K filed in November, 2009.

The Company has commenced a sales and marketing program of the product extracted in the mining process under the name “Exceleriteâ”.  Engineers employed by the Company estimate that the claims, which are the subject of the M Strata Agreement may contain as much as one hundred million tons of Calcium Montmorillonite material and perhaps more.  The Company believes that Exceleriteâ may have broad applications for plants, animals and humans.  Specifically, the Company believes that by adding Exceleriteâ 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 Exceleriteâ are seeing higher yields and larger and more nutritious crops. In addition, studies suggest that animals whose feed is supplemented with Exceleriteâ grow healthier and produce more. The naturally chelated nutrients and minerals in Exceleriteâ may enhance the production of enzymes. Without enzymes living things cannot build protein and other vital processes. Micro “Excelerite", a supplement form of Exceleriteâ, 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.

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The Company intends to market the product 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.   Dennis Cullison,  President and a director of the Company, has been marketing the product to agricultural customers in Oregon.  Mr. Cullison has also devoted substantial focus on the marketing of a human supplement utilizing the product named “Micro-Excelerite”.  The human supplement business was transferred into a wholly owned subsidiary called Bio-Multimin, Inc. in 2010.

The Company’s wholly owned subsidiary “Bio Multimin, Inc.” (a Nevada corporation) was formed on July 31, 2010.  Bio Multimin, Inc. has the same address and the same Officers and Directors as its parent company USNNM.  Its’ e-commerce website is:  www.biomultimin.com.  Bio-Multimin, Inc. was the subject of a spin-off to the Company’s shareholders in January, 2013.

Employees

As of December 31, 2012, the Company had two employees.

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 this information.

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company rents office space at 6460 Medical Center St., Suite 230, Las Vegas, Nevada 89148

ITEM 3. LEGAL PROCEEDINGS.

The Company is involved in a legal proceeding concerning the ownership of four million five hundred thousand shares of common stock paid for certain financial public relations services which were not adequately performed or not performed at all.  The shares are being held in abeyance pending the court determination of whether or not the service provider performed the services for which it was hired.  The Company expects an outcome favorable to the Company.

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

None.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

Common Stock

Our Articles of Incorporation authorizes the issuance of up to 300,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”).  The Common Stock trades over the counter bulletin board.   As of December 31, 2012, there were 161,303,196 shares outstanding.

Preferred Stock

Our Certificate of Incorporation authorizes the issuance of up to 50,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).  The Preferred Stock is not publicly traded.    As of December 31, 2012, there were 37,500 shares outstanding.

Dividend Policy

The Company has not declared or paid any cash dividends on its common stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.

Securities Authorized for Issuance under Equity Compensation Plans

On January 19, 2010, the Company established a 2010 Employee, Director and Consultant Stock Plan(the “2010 Plan”). The 2010 Plan was approved by the Company’s board of directors and the consent of the majority of its outstanding shareholders.  The material features of the 2010 Plan are described below.

Administration

A designated Administrator, or in the absence of such, our Board of Directors, Compensation Committee or both, in the sole discretion of our Board, administers the 2010 Plan, which was approved by the Company’s Board of Directors on January 19, 2010. The Board, subject to the provisions of the 2010 Plan, has the authority to determine and designate officers, employees, directors and consultants to whom awards shall be made and the terms, conditions and restrictions applicable to each award (including, but not limited to, the option price, any restriction or limitation, any vesting schedule or acceleration thereof, and any forfeiture restrictions). The Board may, in its sole discretion, accelerate the vesting of awards. The Board of Directors must approve all grants of Options and Stock Awards issued to our officers or directors.

Types of Awards

The 2010 Plan is designed to enable us to offer certain officers, employees, directors and consultants of us and our subsidiaries equity interests in us and other incentive awards in order to attract, retain and reward such individuals and to strengthen the mutuality of interests between such individuals and our stockholders.  In furtherance of this purpose, the 2010 Plan contains provisions for granting incentive and non-statutory stock options, stock wards and stock appreciation rights.

Stock Options. A "stock option" is a contractual right to purchase a number of shares of Common Stock at a price determined on the date the option is granted. The option price per share of Common Stock purchasable upon exercise of a stock option and the time or times at which such options shall be exercisable shall be determined by the Board at the time of grant. Such option price shall not be less than 100% of the fair market value of the Common Stock on the date of grant. The option price must be paid in cash, money order, check or Common Stock of the Company.  The Options may also contain at the time of grant, at the discretion of the Board, certain other cashless exercise provisions.

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Options shall be exercisable at the times and subject to the conditions determined by the Board at the date of grant, but no option may be exercisable more than ten years after the date it is granted. If the Optionee ceases to be an employee of our company for any reason other than death, any option granted as an Incentive Stock Option exercisable on the date of the termination of employment may be exercised for a period of thirty days or until the expiration of the stated term of the option, whichever period is shorter. In the event of the Optionee’s death, any granted Incentive Stock Option exercisable at the date of death may be exercised by the legal heirs of the Optionee from the date of death until the expiration of the stated term of the option or six months from the date of death, whichever event first occurs.  In the event of disability of the Optionee, any granted Incentive Stock Options shall expire on the stated date that the Option would otherwise have expired or 12 months from the date of disability, whichever event first occurs.  The termination and other provisions of a non-statutory stock option shall be fixed by the Board of Directors at the date of grant of each respective option.

Common Stock Award. “Common Stock Award” is shares of Common Stock that will be issued to a recipient at the end of a restriction period, if any, specified by the Board if he or she continues to be an employee, director or consultant of us. If the recipient remains an employee, director or consultant at the end of the restriction period, the applicable restrictions will lapse and we will issue a stock certificate representing such shares of Common Stock to the participant. If the recipient ceases to be an employee, director or consultant of us for any reason (including death, disability or retirement) before the end of the restriction period unless otherwise determined by the Board, the restricted stock award will be terminated.

Eligibility

The Company’s officers, employees, directors and consultants of U.S. Natural Nutrients and Minerals, Inc. and its subsidiaries are eligible to be granted stock options, and Common Stock Awards.  Eligibility shall be determined by the Board; however, all Options and Stock Awards granted to officers and directors must be approved by the Board.

Termination or Amendment of the 2010 Plan

The Board may at any time amend, discontinue, or terminate all or any part of the 2010 Plan, provided, however, that unless otherwise required by law, the rights of a participant may not be impaired without his or her consent, and provided that we will seek the approval of our stockholders for any amendment if such approval is necessary to comply with any applicable federal or state securities laws or rules or regulations.

Awards

For the calendar year ending December 31, 2012, no awards had been made under the 2010 Plan to pay for services rendered to the Company in lieu of cash.  These awards are made when the Company does not have sufficient cash to pay for the services provided to the Company.

Shares Subject to the 2010 Plan

Subject to adjustment, the aggregate number of shares of Stock which may be delivered under the 2010 Plan shall not exceed a number equal to 15% of the total number of shares of Stock outstanding immediately following the Effective Time, assuming for this purpose the conversion into Stock of all outstanding securities that are convertible by their terms (directly or indirectly) into Stock;provided, however, that, as of January 1 of each calendar year, commencing with the year 2011, the maximum number of shares of Stock which may be delivered under the 2010 Plan shall automatically increase by a number sufficient to cause the number of shares of Stock covered by the 2010 Plan to equal 15% of the total number of shares of Stock then outstanding, assuming for this purpose the conversion into Stock of all outstanding securities that are convertible by their terms (directly or indirectly) into Stock.

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Federal Tax Consequences

The Federal income tax discussion set forth below is intended for general information only. State and local income tax consequences are not discussed, and may vary from locality to locality.

Incentive Stock Options.  Incentive stock options granted under the 2010 Plan are designed to qualify for the special tax treatment for incentive stock options provided for in the Internal Revenue Code (the “Code”).  Under the provisions of the Code, an optionee who at all times from the date of grant until three months before the date of exercise is an employee of the Company, and who holds the shares of Common Stock obtained upon exercise of his incentive stock option for two years after the date of grant and one year after exercise, will recognize no taxable income on either the grant or exercise of such option and will recognize capital gain or loss on the sale of the shares.  If such shares are held by the optionee for the required holding period, the Company will not be entitled to any tax deduction with respect to the grant or exercise of the option.  If such shares are sold by the optionee prior to the expiration of the holding periods described above, the optionee will recognize ordinary income upon such disposition.  Upon the exercise of an incentive stock option, the optionee will incur an item of tax preference equal to the excess of the fair market value of the shares at the time of exercise over the exercise price, which may subject the optionee to the alternative minimum tax.

    Non-Qualified Options. Under present Treasury regulations, an optionee who is granted a non-qualified option will not realize taxable income at the time the option is granted. In general, an optionee will be subject to tax for the year of exercise on an amount of ordinary income equal to the excess of the fair market value of the shares on the date of exercise over the option price, and the Company will receive a corresponding deduction. Income tax withholding requirements apply upon exercise. The optionee's basis in the shares so acquired will be equal to the option price plus the amount of ordinary income upon which he is taxed. Upon subsequent disposition of the shares, the optionee will realize capital gain or loss, long-term or short-term, depending upon the length of time the shares are held after the option is exercised.

Common Stock Awards. Recipients of shares of restricted Common Stock that are not "transferable" and are subject to "substantial risk of forfeiture" at the time of grant will not be subject to Federal income taxes until lapse or release of the restrictions on the shares. The recipient's income and the Company's deduction will be equal to the fair market value of the shares on the date of lapse or release of such restrictions.  It has been the Company’s policy to value the cost of the issuance of said unregistered shares at the then bid price of the stock when issued.

The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Recent Sales of Unregistered Securities

During 2012, 40,428,843 unregistered restricted shares were issued for the payment for goods and services. 31,001,652 shares were issued to M Strata pursuant to the terms of the agreement between M Strata and the Company.  Another 7,575,578 shares were issued to multiple individuals for various services.

Issuer Purchases of Equity Securities

None.

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OTHER INFORMATION

On October 26, 2009, U.S. Rare Earth Minerals, Inc.(USMN) (formerly known as  U.S. Natural Nutrients and Minerals, Inc., a Nevada corporation (entered into an Agreement with M Strata, LLC, a Nevada limited liability company (“M Strata”) (“M Strata Agreement”) whereby M Strata granted to USMN permission and consent to mine the certain mineral products (the “Product”) from certain mining claims owned or controlled by M Strata located in Panaca, Nevada.  Pursuant to the terms of the M Strata Agreement, M Strata will designate which claims may be mined and USMN shall have the right to mine the Product and remove the Product from the mining claims so designated.

The M Strata Agreement further provided that it was granting USMN the exclusive right to mine and purchase the Product from M Strata (“Exclusive Right”) and M Strata agreed that it will not sell Product or permit any other person or entity to purchase Product or mine on the claims controlled by M Strata other than USMN, on condition that USNNM meets certain Purchase Minimums (as defined in the agreement) (“Purchase Minimums”) and makes timely payments therefor.  In the event USMN fails to meet the Purchase Minimums for a period of one year, then such Exclusive Right shall terminate and M Strata shall be entitled to either (i) terminate the M Strata Agreement and cause USMN to terminate all mining operations on M Strata’s claims or (ii) sell Product to other purchasers in addition to USMN.   USMN may cure any default in the Purchase Minimum by paying for the difference between the amount actually purchased in any one calendar year which was less than the Purchase Minimum and the amount actually ordered and paid for. Nothing in the M Strata Agreement conferred on USMN or its agents any rights of ownership in any mining claims owned or controlled by M Strata now or in the future.  In addition, USMN agreed that it would only purchase Calcium Montmorillonite clay from M Strata and from no other source for the term of the M Strata Agreement or any extensions thereof..  No default has been declared by M Strata of any of the terms of the Agreement as of the date hereof.

The term of the M Strata Agreement is five (5) years and there is a provision for automatic extensions of the term for additional one (1) year terms thereafter.  The M Strata Agreement provides for payments by USMN of $24.00 per ton of Product removed from M Strata’s claims, subject to periodic adjustment for cost of living in accordance with the terms of the M Strata Agreement.  Payments for Product are to be made by USNNM to M Strata on a monthly basis, upon presentation of invoices and in accordance with the terms of the M Strata Agreement.  There are monthly minimum purchases of Product that are required to be made during the term of the M Strata Agreement.  M Strata has agreed to accept unregistered shares of common stock of USMN in consideration for the obligations of the Company pursuant to the terms of the M Strata Agreement.

Twenty-five percent (25 %) of the beneficial ownership of M Strata is owned by Dennis Cullison, who is a director of the Company.

A copy of the Agreement was attached to the filing of a Form 8K in November, 2009.

The Agreement was supplemented in 2011 to include the right of the Company to mine various rare earth minerals on the mining claims.

ITEM 6.  SELECTED FINANCIAL DATA.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The following discussion should be read in conjunction with our audited financial statements and the notes thereto.

Forward-Looking Statements

This annual 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.

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RESULTS OF OPERATIONS

The following table shows the financial data of the consolidated statements of operations of the Company and its subsidiaries for the year ended December 31, 2012 and December 31, 2011.   The data should be read in conjunction with the audited consolidated financial statements of the Company and related notes thereto.

YEAR ENDED DECEMBER 31, 2012 COMPARED TO YEAR ENDED DECEMBER 31, 2011.

	December 31, 2012			December 31, 2011 Restated			$ Change			% Change
Revenues	$	312,903		$	76,295		$	236,608			310	%
Cost of sales		(121,919	)		(19,074	)		(102,845	)		-539	%
Gross profit		190,984			57,221			133,763			234	%
General and administrative expenses		(2,480,696	)		(4,485,049	)		2,004,353			45	%
Operating Loss	$	(2,289,712	)	$	(4,427,828	)	$	2,138,116			48	%

During the year ended December 31, 2012, we recognized expenses of $2,480,696, a decrease of 45% from the year ended December 31, 2011.  A decrease of $617,375 for legal fees and $848,759 in professional services was partly offset by the increase of $1,525,155 for the land lease. During the year ended December 31, 2012, we have incurred approximately $293,000 in employee compensation expense, a decrease of approximately $1,950,000.

LIQUIDITY AND CAPITAL RESOURCES

	December 31, 2012		December 31, 2011 Restated		$ Change			% Change
Cash	$	5,523	$	16,513	$	(10,990	)		(67	%)
Accounts payable and accrued expenses	$	28,188	$	10,143	$	(18,045	)		(178	%)
Total current liabilities	$	74,371	$	52,810	$	(21,561	)		(41	%)
Cash proceeds from the sale of common stock	$	17,250	$	548,747	$	(531,497	)		(97	)%

As of December 31, 2012, cash totaled $5,523.  This cash position was the result of net cash provided by financing activities in the amount of $58,266, offsetting by net cash used in operating activities in the amount of $67,196 and cash flows used in investing activities of $2,060.  

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 our financial position, facilitate growth and provide us with additional flexibility to take advantage of business opportunities.  The Company is in the process of an offering of shares of preferred stock to be designated by the Company.  There is no guarantee that this offering will be completed, and if completed, the specific terms and conditions.   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 which are beneficial to the Company.

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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 consolidated 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 business operates 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.

Stock Based Compensation

Stock based compensation is accounted for using the Equity-Based Payments to Non-Employee Topic of the FASB ASC, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. We determine the value of stock issued at the date of grant. We also determine at the date of grant the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable.

Stock based compensation for employees is account for using the Stock Based Compensation Topic of the FASB ASC.  We use the fair value method for equity instruments granted to employees and will use the Black Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

Going Concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenues sufficient to cover its operational costs and allow it to continue as a 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.  As of December 31, 2012, the Company’s current assets exceeded its current liabilities by $225,004 due to the increase in prepaid expenses of $248,100, the Company generated minimal revenue and has experienced recurring net operating losses. 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 from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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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 secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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.

Contractual Obligations

We have one short-term promissory note was due in 2012 with an aggregate principal balance of $25,000.  The note is now in default.

The Company has a contractual obligation appertaining to its mining activities on mining claims owned by M Strata, LLC.  Dennis Cullison, a director of the Company, is also an Owner of 25% of M-Strata. See Item 5 above. 

ITEM 7A.  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 this information.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Audited financial statements begin on the following page of this report.

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U.S. RARE EARTH MINERALS, INC.

 (formerly known as U.S. NATURAL NUTRIENTS AND MINERALS, INC.)

FINANCIAL STATEMENTS

DECEMBER 31, 2012

DECEMBER 31, 2011

CONTENTS

	Page
REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON THE CONSOLIDATED FINANCIAL STATEMENTS	F-1
CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets	F-2
Statements of Operations	F-3
Statement of Stockholders’ Deficit	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

We have audited the accompanying consolidated balance sheets of U.S. Rare Earth Minerals, Inc. (formerly U.S. Natural Nutrients and Minerals, Inc.) as of December 31, 2012 and 2011 and the related statements of operations, stockholders' equity and cash flows for the years ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of U.S. Rare Earth Minerals, Inc. (formerly U.S. Natural Nutrients and Minerals, Inc.)  as of December 31, 2012 and 2011 and the results of its operations and its cash flows for the years ended December 31, 2012 and December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred a loss since inception, has a net accumulated deficit of $7,960,479 and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Paritz & Company, P.A.

Paritz & Company, P.A.

Hackensack, New Jersey

April 12, 2013

F-1

U.S. RARE EARTH MINERALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

				December 31,
	December 31,			2011
	2012			(Audited)
	(Audited)			Restated
ASSETS
CURRENT ASSETS
Cash	$	5,523		$	16,513
Accounts receivable		27,406			-
Prepaid expenses		254,600			6,500
Inventory		11,846			25,427
Total current assets		299,375			48,440
Property and Equipment, Net		129,063			167,646
Total assets		428,438			216,086
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	28,188		$	10,143
10% Series A Senior (non-subordinated) debentures		10,000			10,000
Accrued interest		11,183			7,667
Loan payable, current		25,000			25,000
Total current liabilities		74,371			52,810
Total liabilities		74,371			52,810
STOCKHOLDERS' EQUITY
Common stock: $0.001 par value; 300,000,000 authorized,
161,303,196 and 113,941,494 shares issued and outstanding
as of December 31, 2012 and December 31, 2011, respectively		161,303			113,941
Additional paid-in capital - common stock		8,115,743			5,118,697
Preferred stock: $1.00 par value; 500,000 authorized,
37,500 shares issued and outstanding as of December 31, 2012		38			-
Additional paid in capital - preferred stock		37,462			-
Accumulated deficit		(7,960,479	)		(5,069,362	)
Total stockholders' equity		354,067			163,276
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	428,438		$	216,086

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

F-2

U.S. RARE EARTH MINERALS, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(AUDITED)

	For the Years Ended
				December 31,
	December 31,			2011
	2012			Restated
REVENUES	$	312,903		$	76,295
Cost of goods sold		121,919			19,074
Gross Profit		190,984			57,221
General, selling and administrative expenses		2,480,696			4,485,049
Total operating expenses		2,480,696			4,485,049
Operating Loss		(2,289,712	)		(4,427,828	)
Other income (expense):
Interest income		-			2,052
Interest expense		(3,546	)		(6,447	)
		(3,546	)		(4,395	)
Net Loss	$	(2,293,258	)	$	(4,432,223	)
Net loss per common share - basic and diluted	$	(0.02	)	$	(0.06	)
Weighted average of common shares outstanding		131,907,134			70,399,290

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

F-3

U.S. RARE EARTH MINERALS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

For the year ended December 31, 2012 and 2011

									Additional		Common
	Common Stock				Preferred Stock				Paid-In		Stock		Accumulated
	Shares		Amount		Shares		Amount		Deficit		Payable		Deficit			Total
Balance December 31, 2010		41,067,196	$	41,067		-	$	-	$	1,137,913	$	-	$	(1,234,998	)	$	(56,018	)
Sale of stock for cash		6,664,141		6,664						542,083		-		-			548,747
Issuance of stock for services		72,527,996		72,528						4,013,989		-		-			4,086,517
Issuance of stock for debt		325,020		325						15,926		-		-			16,251
Net loss		-		-						-		-		(4,432,223	)		(4,432,223	)
Balance December 31, 2011 Restated		120,584,353	$	120,584		-	$	-	$	5,709,911	$	-	$	(5,667,221	)	$	163,274
Sale of stock for cash		290,000		290		37,500		38		54,422		-		-			54,750
Issuance of stock for services		40,428,843		40,429						2,388,872		-		-			2,429,301
Net loss		-		-						-		-		(2,293,258	)		(2,293,258	)
Balance December 31, 2012		161,303,196	$	161,303		37,500	$	38	$	8,153,205	$	-	$	(7,960,479	)	$	354,067

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

F-4

U.S. RARE EARTH MINERALS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(AUDITED)

	For the Twelve Months Ended
				December 31,
	December 31,			2011
	2012			Restated
Cash Flows from Operating Activities:
Net Loss	$	(2,293,258	)	$	(4,432,223	)
Depreciation		40,641			30,656
Stock for services		2,429,301			4,086,517
Changes in assets and liabilities:
Decrease(Increase) accounts receivable		(27,406	)		-
Decrease(Increase) notes receivable		-			200
Decrease(Increase) decrease prepaids		(248,100	)		(6,500	)
Decrease(Increase) inventory		13,581			(17,940	)
Increase (decrease) accounts payable and accrued expenses		18,045			(59,472	)
Net cash used in operating activities		(67,196	)		(398,762	)
Cash flows used in Investing Activities:
Capital expenditures		(2,060	)		(148,013	)
Net cash used in investing activities		(2,060	)		(148,013	)
Cash flows from Financing Activities:
Payment of loan payable and debentures		-			(15,881	)
Accrued interest		3,516			7,667
Common stock issued for cash		17,250			548,747
Preferred stock issued for cash		37,500			-
Net cash provided by financing activities		58,266			540,533
Net increase (decrease) in cash		(10,990	)		(6,242	)
Cash, beginning of year		16,513			22,755
Cash, end of year	$	5,523		$	16,513
Cash paid for:
Interest	$	30		$	-
Supplemental schedule of non-cash activities:
Common stock issued for convertible debt, debentures, including accrued interest	$	-		$	16,251

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

F-5

U.S. RARE EARTH MINERALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation and Organization and Significant Accounting Policies

Basis of Presentation and Organization

Basis of Presentation

U.S. Natural Nutrients and Minerals, Inc. was incorporated in the state of Nevada on June 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. Natural Nutrients and Minerals, Inc.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Bio Multimin, Inc All significant intercompany accounts and transactions have been eliminated.

BUSINESS DESCRIPTION

U.S. Natural Nutrients and Minerals, Inc. (the “Company”), formerly known as America’s Driving Ranges, Inc. was originally organized on June 9, 2008 to develop a high-tech driving range in the Coachella Valley of California and to eventually develop or license other sites with a unique combination of facilities and services. On October 23, 2009, the Company changed its business plan in order to primarily focus on sales and distribution of certain products derived from the Company’s mining activities relating to 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 product.

During 2012, the Company determined that it is conducting substantial business activities and is no linger primarily seeking to raise capital or develop a business plan and accordingly, is no longer a development stage company.

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.

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

F-6

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Fair Value Measurements

We adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

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.

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.  As of December 31, 2012, the Company generated minimal revenue and has experienced recurring net operating losses. 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 among other things, 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.

F-7

Note 3. Loans and Debentures Payable

The Company issued two debenture in March 2010 for $10,000 inclusive  of accrued interest.

We have one short-term promissory note was due in 2012 with an aggregate principal balance of $25,000.  The note is now in default.

Note 4. 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.

During 2012, 40,428,843 shares of common stock were issued in exchange for services.  31,001,652 shares were issued to M Strata for the lease of the mine.  Another 7,575,578 shares were issued to multiple individuals for various services.

As of December 31, 2012, the Company has 161,303,196 shares of common stock issued and outstanding.

In August 2012, the Company paid a stock dividend of one share for every twenty (20) shares of common stock outstanding as of July 31, 2012.  The dividend is reflected as a stock split in the accompanying financial statements to the earliest date contained therein.

Note 5. 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. See Item 5 above

Note 6. Subsequent Events

In preparing the financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through March 15, 2013, the date that the financial statements were available to be issued.

Subsequent to December 31, 2012, the Company issued 22,062,382 shares of common stock, valued at $55,282 in exchange for services.

The Company completed the announced "spin-off" of its wholly owned subsidiary, Bio-Multimin, Inc. to the shareholders in January, 2013.  Shares were distributed to each shareholder based on one share of Bio-Multimin, Inc. for each 5 shares of Company owned.

F-8

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9AT.  INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

·   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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2010, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures may not be effective to detect the inappropriate application of US GAAP rules as more fully described below.  This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matter involving internal controls and procedures that our management considered may be a material weakness under the standards of the COSO was the lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in the potential for ineffective oversight in the establishment and monitoring of required internal controls and procedures.  The aforementioned material weakness was identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2010.

Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

-12-

Management’s Remediation Initiatives

In an effort to remediate the identified material weakness and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully-functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2011.  Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2011.

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.

ITEM 9B. OTHER INFORMATION

None.

PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below are the names of our directors and executive officers, their ages, all positions and offices that they held with us, the period during which they have served as such, and their business experience during at least the last five years.

Name	Age	Position
Dennis Cullison	53	Chairman of the Board, President, Secretary and Director
Michael Tague	54	Chief Financial Officer and Director

Dennis Cullison (53)Mr. Cullison has been the President, Treasurer, and a director of the Company since 2009.  Upon the retirement of Paul Hait, Mr. Cullison has become also Chairman of the Board of Directors.   Mr. Cullison resides in Bend, Oregon. Mr. Cullison graduated in 1978 from Benson Polytechnic High School.  Mr. Cullison attended Portland State University and Portland Community College where he received his Business Degree, Certificate in Computer Programming and Certificate in Graphic Arts.  Prior to joining the Company he was the Secretary and Chief Financial Officer and a Director of HERB-VITA, Inc. and the co-founder of US Organic Marketing, LLC, the company that brought the EXCELERITE product opportunity to the our Company. He is active in developing the operations systems for controlling product production, tracking product sales and overseeing the Web design to promote and sell our products world-wide.  Prior to becoming involved with Herb Vita and US Organics, Mr. Cullison co-designed, patented and developed the third brake light (above the rear window) innovation for automobiles. This product afforded Mr. Cullison the opportunity to travel world-wide promoting his and become familiar with a host of foreign customs and business practices.

Paul Hait, 73, Chairman of the Board of Directors of the U.S. Rare Earth Minerals, Inc. (“Company”) has retired effective as of February 6, 2013, as it is necessary to attend to the caring for his wife who is quite ill.   Caring for his wife will require all of his attention and time and will mean that he will have no time available any longer to devote to the Company’s business activities.

Dennis Cullison, President and Treasurer, will also assume the position of Chairman of the Board and will continue as a Director.   He will perform all of the duties of Chairman of the Board as well as continuing to perform the duties of President and Secretary.

The Board of Directors of the Company has appointed Michael Tague, 54, as Chief Financial Officer and a Director of the Company in order to fill the vacancy created by the retirement of Paul Hait.  Mr. Tague has devoted a substantial part of his business career in the mortgage brokerage and mortgage banking business.  Since, April, 2011, he has been the area sales manager for Interbank Mortgage Company, of Lincolnshire, Illinois.  His duties include the managing of highly successful wholesale account  executives  who sell mortgage loan services for Interbank Mortgage Company throughout California which have resulted in the closing of over $5 billion of residential loans.   Previously  from  September, 2005 up until April, 2011, he was the West Coast Regional Manager for PMAC Lending Services, located in Chino Hills, California.  PMAC Lending Servies was a retail residential mortgage lender and prior to his position with PMAC Lending Services he was President and Chief Executive Officer and owner of Mortgageline, a wholesale mortgage lender specializing in jumbo mortgage loans of one million dollars or more on residential mortgage loans in Bend, Oregon and throughout the United States.  Previously, he was the owner and President of Integrity Funding Group, Inc., Bend, Oregon, which also was in the business of wholesale and retail mortgage lending.  Integrity Funding Group, Inc. operated in Oregon, California, Idaho and Hawaii.  Mr. Tague resides in Bend, Oregon.  He attended Saddleback College, in California.  He is a successful mortgage banker and  mortgage broker with substantial financial experience in finance matters and the financial requirements of successful companies.

Audit Committee and Audit Committee Financial Expert

We do not currently have an audit committee financial expert, nor do we have an audit committee.  Our entire board of directors handles the functions that would otherwise be handled by an audit committee.  We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert.  As our business expands and as we appoint others to our board of directors we expect that we will seek a qualified independent expert to become a member of our board of directors.  Before retaining any such expert our board would make a determination as to whether such person is independent.

-13-

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities Act of 1934 requires the Company's officers and directors, and greater than 10% stockholders, to file reports of ownership and changes in ownership of its securities with the Securities and Exchange Commission. Copies of the reports are required by SEC regulation to be furnished to the Company. Based on management's review of these reports during the fiscal year ended December 31, 2012, all reports required to be filed were filed on a timely basis.

Code of Ethics

Our board of directors has adopted a code of ethics that our officers, directors and any person who may perform similar functions are subject to. The Code of Ethics does not indicate the consequences of a breach of the code.  If there is a breach, the board of directors would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal of the employee who breached the code. The board of directors is responsible for reviewing their own conduct under the Code of Ethics and determining what action to take in the event of a breach of the Code of Ethics by any director(s).  

ITEM 11.  EXECUTIVE COMPENSATION.

No past officer or director of the Company has received any salary and none is due or payable. We currently have no formal written salary arrangement with any of our officers or directors. Notwithstanding, any or all of our officers and /or directors may receive a salary or other compensation for services that they provide to the Company in the future.  No retirement, pension, profit sharing or insurance programs or other similar programs have been adopted by the Company for the benefit of the Company’s employees. The Company did adopt its 2010 Employee, Director and Consultant Stock Plan in January 2010 (see Item 5, above).  

Mr. Michael Tague has been awarded 10 million shares of unregistered common stock as compensation for the calendar years 2013 and 2014 in lieu of any salary or other compensation and such shares shall vest monthly over said period.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial stock ownership as of December 31, 2011 of (i) all persons known to us to be beneficial owners of more than 5% of our outstanding common stock; (ii) each director of our company and our executive officers, and (iii) all of our officers and directors as a group.  Each of the persons in the table below has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them, except as otherwise indicated.

The following table sets forth information regarding beneficial ownership of our common stock as of December 31, 2011 (i) by each person who is known by us to beneficially own more than five percent of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group:

Title of Class	Name & Address of Beneficial Owner	Office, If Any	Amount & Nature of Beneficial Ownership (1)	Percent of Class (2)
Common Stock $0.001 par value	Cede & Co P.O. Box 20 Bowling Green Station New York, NY 10274	N/A	32,190,169	28.25
Common Stock $0.001 par value	Michael Tague 18614 Riverwoods Dr. Bend, OR 97702	Chief Financial Officer and Director	10,000,000	6.21
Common Stock $0.001 par value	Dennis Cullison 18614 Riverwoods Dr. Bend, OR 97702	Treasurer, Director	20,408,674	12.68
Common Stock $0.001 par value	All officers and directors as a group (2 persons named above)		40,303,500	25.40
Common Stock $0.001 par value	Paul Hait		21,000,000	13.04

-14-

(1)

Beneficial Ownership is determined in accordance with Rule 13d-3 of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.  For each Beneficial Owner above, any options exercisable within 60 days have been included in the denominator.

(2)

Based on 161,303,196 shares of our Common Stock outstanding as of December 31, 2012.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related 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.

The Company has commenced its mining activities.  The Company entered into an agreement in 2009 with M Strata, LLC whereby M Strata granted the Company permission and consent to mine certain mining claims owned or controlled by M Strata located in Panaca, Nevada.  M Strata’s principal owners are Paul Hait and Dennis Cullison.   Dennis Cullison is director of the Company. See item 5 above.

Director Independence

As of December 31, 2012, Mr. Cullison is not considered "independent" in accordance with rule 4200(a)(15) of the NASDAQ Marketplace Rules. We are currently traded on the Over the Counter Bulletin Board. The Over the Counter Bulletin Board does not require that a majority of the board be independent.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

The aggregate fees billed by our auditors, Paritz & Co., P.A., for professional services rendered for the audit of our annual financial statements for fiscal year ended December 31, 2012 and review of our interim financial statements for the first, second and third quarters of 2012 was approximately $12,685. The aggregate fees billed by our auditors for professional services rendered for the audit of our annual financial statements for fiscal year ended December 31, 2011 and review of our interim financial statements for the first, second and third quarters of 2011 was approximately $12,030.

AUDIT-RELATED FEES

During the last two fiscal years, no fees were billed or incurred for assurance or related services by our auditors that were reasonably related to the audit or review of financial statements reported above.

TAX FEES

Tax preparation fees billed for the fiscal years ended December 31, 2012 and 2011wereapproximately $750 and $310, respectively.

-15-

ALL OTHER FEES

During the last two fiscal years, no other fees were billed or incurred for services by our auditors other than the fees noted above. Our board, acting as an audit committee, deemed the fees charged to be compatible with maintenance of the independence of our auditors.

THE BOARD OF DIRECTORS PRE-APPROVAL POLICIES

We do not have a separate audit committee. Our full board of directors performs the functions of an audit committee. Before an independent auditor is engaged by us to render audit or non-audit services, our board of directors pre-approves the engagement. Board of directors pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by our board of directors regarding our engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, our board of directors is informed of each service provided, and such policies and procedures do not include delegation of our board of directors' responsibilities under the Exchange Act to our management. Our board of directors may delegate to one or more designated members of our board of directors the authority to grant pre-approvals, provided such approvals are presented to the board of directors at a subsequent meeting. If our board of directors elects to establish pre-approval policies and procedures regarding non-audit services, the board of directors must be informed of each non-audit service provided by the independent auditor. Board of directors pre-approval of non-audit services, other than review and attest services, also will not be required if such services fall within available exceptions established by the SEC. For the fiscal year ended December 31, 2012, 100% of audit-related services, tax services and other services performed by our independent auditors were pre-approved by our board of directors.

Our board has considered whether the services described above under the caption "All Other Fees", which are currently none, is compatible with maintaining the auditor's independence.

The board approved all fees described above.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this 10-K:

1.  FINANCIAL STATEMENTS

The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:

· Report of Paritz & Co., P.A., Independent Registered Certified Public Accounting Firm

· Balance Sheets as of December 31, 2012 and 2011

· Statements of Operations for the years ended December 31, 2012 and 2011

· Statements of Stockholders’ Deficit for the year ended December 31, 2012 and 2011 (audited)

· Statement of Cash Flows for the years ended December 31, 2012 and 2011

· Notes to Financial Statements (audited)

2.  FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

3.  EXHIBITS

The exhibits listed below are filed as part of or incorporated by reference in this report.

Exhibit No. 

Identification of Exhibit

31.1.  

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2.  

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

-16-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 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.

(Registrant)

By  /s/ Dennis Cullison

Dennis Cullison

Chairman of the Board, Principal Operating Officer, and Director

Date  April 12, 2013

By /s/ Michael Tague

Michael Tague

Principal Financial Officer and Director

Date   April 12, 2013

-17-

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

I, Dennis Cullison, certify that:

1.  I have reviewed this Form 10-K for the year ended December 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: April 12, 2013

By  /s/ Dennis Cullison                                                                               

Dennis Cullison

Chairman of the Board, Principal Operating Officer, and Director

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

I, Michael Tague, certify that:

1.  I have reviewed this Form 10-K for the year ended December 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: April 12, 2013

By /s/ Michael Tague                                                            

Michael Tague

Principal Financial Officer and Director

EX-32.1

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-K for the fiscal year ended December 31, 2012 (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: April 12, 2013

By  /s/ Dennis Cullison                                                                               

Dennis Cullison

Chairman of the Board, Principal Operating Officer, and Director

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.

EX-32.2

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-K for the fiscal year ended December 31, 2012 (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: April 12, 2013

By /s/ Michael Tague                                                            

Michael Tague

Principal Financial Officer and Director

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.

XML

Common Stock

12 Months Ended

Dec. 31, 2012

Common Stock [Abstract]

Common Stock

Note 4. 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.

During 2012, 40,428,843 shares of common stock were issued in exchange for services.  31,001,652 shares were issued to M Strata for the lease of the mine.  Another 7,575,578 shares were issued to multiple individuals for various services.

As of December 31, 2012, the Company has 161,303,196 shares of common stock issued and outstanding.

In August 2012, the Company paid a stock dividend of one share for every twenty (20) shares of common stock outstanding as of July 31, 2012.  The dividend is reflected as a stock split in the accompanying financial statements to the earliest date contained therein.

XML

Loans and Debentures Payable

12 Months Ended

Dec. 31, 2012

Loans and Debentures Payable [Abstract]

Loans and Debentures Payable

Note 3. Loans and Debentures Payable

The Company issued two debenture in March 2010 for $10,000 inclusive  of accrued interest.

We have one short-term promissory note was due in 2012 with an aggregate principal balance of $25,000.  The note is now in default.

XML

Condensed Consolidated Balance Sheets (USD $)	Dec. 31, 2012	Dec. 31, 2011
CURRENT ASSETS
Cash	$ 5,523	$ 16,513
Accounts receivable	27,406
Prepaid expenses	254,600	6,500
Inventory	11,846	25,427
Total current assets	299,375	48,440
Property and Equipment, Net	129,063	167,646
Total assets	428,438	216,086
CURRENT LIABILITIES
Accounts payable and accrued expenses	28,188	10,143
10% Series A Senior (non-subordinated) debentures	10,000	10,000
Accrued interest	11,183	7,667
Loan payable, current	25,000	25,000
Total current liabilities	74,371	52,810
Total liabilities	74,371	52,810
STOCKHOLDERS' EQUITY
Common stock: $0.001 par value; 300,000,000 authorized, 161,303,196 and 113,941,494 shares issued and outstanding as of December 31, 2012 and December 31, 2011, respectively	161,303	113,941
Additional paid-in capital - common stock	8,115,743	5,118,697
Preferred stock: $1.00 par value; 500,000 authorized, 37,500 shares issued and outstanding as of December 31, 2012	38
Additional paid in capital - preferred stock	37,462
Accumulated deficit	(7,960,479)	(5,069,362)
Total stockholders' equity	354,067	163,276
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 428,438	$ 216,086

XML

Condensed Consolidated Statement of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Cash Flows from Operating Activities:
Net Loss	$ (2,293,258)	$ (4,432,223)
Depreciation	40,641	30,656
Stock for services	2,429,301	4,086,517
Changes in assets and liabilities:
Decrease(Increase) accounts receivable	(27,406)
Decrease(Increase) notes receivable		200
Decrease(Increase) decrease prepaids	(248,100)	(6,500)
Decrease(Increase) inventory	13,581	(17,940)
Increase (decrease) accounts payable and accrued expenses	18,045	(59,472)
Net cash used in operating activities	(67,196)	(398,762)
Cash flows used in Investing Activities:
Capital expenditures	(2,060)	(148,013)
Net cash used in investing activities	(2,060)	(148,013)
Cash flows from Financing Activities:
Payment of loan payable and debentures		(15,881)
Accrued interest	3,516	7,667
Common stock issued for cash	17,250	548,747
Preferred stock issued for cash	37,500
Net cash provided by financing activities	58,266	540,533
Net increase (decrease) in cash	(10,990)	(6,242)
Cash, beginning of year	16,513	22,755
Cash, end of year	5,523	16,513
Cash paid for:
Interest	30
Supplemental schedule of non-cash activities:
Common stock issued for convertible debt, debentures, including accrued interest		$ 16,251

XML

Basis of Presentation and Organization and Significant Accounting Policies

12 Months Ended

Dec. 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

U.S. Natural Nutrients and Minerals, Inc. was incorporated in the state of Nevada on June 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. Natural Nutrients and Minerals, Inc.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Bio Multimin, Inc All significant intercompany accounts and transactions have been eliminated.

BUSINESS DESCRIPTION

U.S. Natural Nutrients and Minerals, Inc. (the “Company”), formerly known as America’s Driving Ranges, Inc. was originally organized on June 9, 2008 to develop a high-tech driving range in the Coachella Valley of California and to eventually develop or license other sites with a unique combination of facilities and services. On October 23, 2009, the Company changed its business plan in order to primarily focus on sales and distribution of certain products derived from the Company’s mining activities relating to 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 product.

During 2012, the Company determined that it is conducting substantial business activities and is no linger primarily seeking to raise capital or develop a business plan and accordingly, is no longer a development stage company.

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.

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Fair Value Measurements

We adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

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.

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.  As of December 31, 2012, the Company generated minimal revenue and has experienced recurring net operating losses. 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 among other things, 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.

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Balance Sheets [Abstract]
Series A Senior (non-subordinated) debentures (in percentage)	10.00%
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	161,303,196	113,941,494
Common stock, shares outstanding	161,303,196	113,941,494
Preferred stock, par value	$ 1.00	$ 1.00
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issue	37,500
Preferred Stock, shares outstanding	37,500

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Apr. 12, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	U.S. RARE EARTH MINERALS, INC
Entity Central Index Key	0001445815
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Voluntary Filers	No
Entity Well-Known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float	$ 0
Entity Common Stock, Shares Outstanding		183,365,578

XML

Condensed Consolidated Statement of Operations (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Statement Of Operations [Abstract]
REVENUES	$ 312,903	$ 76,295
Cost of goods sold	121,919	19,074
Gross Profit	190,984	57,221
General, selling and administrative expenses	2,480,696	4,485,049
Total operating expenses	2,480,696	4,485,049
Operating Loss	(2,289,712)	(4,427,828)
Other income (expense):
Interest income		2,052
Interest expense	(3,546)	(6,447)
Total Other income (expense)	(3,546)	(4,395)
Net Loss	$ (2,293,258)	$ (4,432,223)
Net loss per common share - basic and diluted	$ (0.02)	$ (0.06)
Weighted average of common shares outstanding	131,907,134	70,399,290

XML

Basis of Presentation and Organization and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Basis Of Presentation and Organization and Significant Accounting Policies [Abstract]

Revenue Recognition

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.

Income Taxes

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Fair Value Measurements

Fair Value Measurements

We adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Recent Accounting Pronouncements

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.

Going Concern

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.  As of December 31, 2012, the Company generated minimal revenue and has experienced recurring net operating losses. 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 among other things, 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.

XML

Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

Subsequent Events

Note 6. Subsequent Events

In preparing the financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through March 15, 2013, the date that the financial statements were available to be issued.

Subsequent to December 31, 2012, the Company issued 22,062,382 shares of common stock, valued at $55,282 in exchange for services.

The Company completed the announced "spin-off" of its wholly owned subsidiary, Bio-Multimin, Inc. to the shareholders in January, 2013.  Shares were distributed to each shareholder based on one share of Bio-Multimin, Inc. for each 5 shares of Company owned.

XML

Subsequent Events (Details) (USD $)	1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2013	Mar. 13, 2013	Dec. 31, 2012	Dec. 31, 2011
Subsequent Events (Textual)
Common stock shares issued in exchange for services		22,062,382	40,428,843
Value of common stock shares issued in exchange for services		$ 55,282	$ 2,429,301	$ 4,086,517
Description of share issued during "spin-off" of wholly owned subsidiary, Bio-Multimin, Inc	Shares were distributed to each shareholder based on one share of Bio-Multimin, Inc. for each 5 shares of Company owned.

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Loans and Debentures Payable (Details) (USD $)	1 Months Ended
	Mar. 31, 2010 Debenture	Dec. 31, 2012	Dec. 31, 2011
Loans and Debentures Payable (Textual)
Number of debentures issued	2
Proceeds from issuance of debentures inclusive of accrued interest	$ 10,000
Short-term promissory note was due in 2012		$ 25,000	$ 25,000

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Common Stock (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 13, 2013	Dec. 31, 2012	Dec. 31, 2011
Common Stock (Textual)
Preferred stock, shares authorized		500,000	500,000
Preferred stock, par value		$ 1.00	$ 1.00
Common stock, shares authorized		300,000,000	300,000,000
Common stock, par value		$ 0.001	$ 0.001
Common stock shares issued in exchange for services	22,062,382	40,428,843
Shares issued to M Strata for the lease of the mine		31,001,652
Shares issued to multiple individuals for various services		7,575,578
Common stock, shares issued		161,303,196	113,941,494
Common stock, shares outstanding		161,303,196	113,941,494
Description of common stock dividend issued in August 2012		One share for every twenty (20) shares of common stock outstanding as of July 31, 2012.

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Consolidated Statement Of Changes In Stockholders' Deficit (USD $)	Total	Common Stock	Preferred Stock	Additional Paid-In Deficit	Common Stock Payable	Accumulated Deficit
Beginning Balance at Dec. 31, 2010	$ (56,018)	$ 41,067		$ 1,137,913		$ (1,234,998)
Beginning Balance, Shares at Dec. 31, 2010		41,067,196
Sale of stock for cash	548,747	6,664		542,083
Sale of stock for cash, Shares		6,664,141
Issuance of stock for services	4,086,517	72,528		4,013,989
Issuance of stock for services, Shares		72,527,996
Issuance of stock for debt	16,251	325		15,926
Issuance of stock for debt, Shares		325,020
Net Loss	(4,432,223)					(4,432,223)
Balance at Dec. 31, 2011	163,276	120,584		5,709,911		(5,667,221)
Balance, Shares at Dec. 31, 2011		120,584,353
Sale of stock for cash	54,750	290	38	54,422
Sale of stock for cash, Shares		290,000	37,500
Issuance of stock for services	2,429,301	40,429		2,388,872
Issuance of stock for services, Shares	40,428,843	40,428,843
Net Loss	(2,293,258)					(2,293,258)
Balance at Dec. 31, 2012	$ 354,067	$ 161,303	$ 38	$ 8,153,205		$ (7,960,479)
Balance, Shares at Dec. 31, 2012		161,303,196	37,500

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Related Party Transactions

12 Months Ended

Dec. 31, 2012

Related Party Transactions [Abstract]

Related Party Transactions

Note 5. 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. See Item 5 above