U.S. RARE EARTHS, INC - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - U.S. RARE EARTHS, INC	Financial_Report.xls
EX-32.1 - CERTIFICATION - U.S. RARE EARTHS, INC	uree_ex321.htm
EX-31.2 - CERTIFICATION - U.S. RARE EARTHS, INC	uree_ex312.htm
EX-31.1 - CERTIFICATION - U.S. RARE EARTHS, INC	uree_ex311.htm
EX-32.2 - CERTIFICATION - U.S. RARE EARTHS, INC	uree_ex322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 2014

mTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number 000-31199

U.S. RARE EARTHS, INC.

(Exact name of registrant as specified in its charter)

Nevada		87-0638338
(State or other jurisdiction of incorporation)		(IRS Employer File Number)

5600 Tennyson Parkway, Suite 240, Plano, Texas		75024
(Address of principal executive offices)		(zip code)

(972) 294-7116

(Registrant's telephone number, including area code)

_____________________________________________________

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. þYes oNo

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). þYes oNo

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. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes þNo

As of November 3, 2014, we had 32,690,934 shares of common stock outstanding.

TABLE OF CONTENTS

Heading		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)		3

	Consolidated Balance Sheets – September 30, 2014 and December 31, 2013 (audited)		3

	Consolidated Statements of Operations – Three and nine months ended September 30, 2014 and 2013		4

	Consolidated Statements of Cash Flows – Nine months ended September 30, 2014 and 2013		5

	Notes to Financial Statements		6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		27

Item 4.	Controls and Procedures		28

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		29

Item1A.	Risk Factors		29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		29

Item 3.	Defaults Upon Senior Securities		29

Item 4.	Mine Safety Disclosure		29

Item 5.	Other Information		29

Item 6.	Exhibits		30

	Signatures		31

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS.

U.S. RARE EARTHS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AN EXPLORATION STAGE COMPANY

	September 30,			December 31,
	2014			2013
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS:

Cash	$	451		$	2,216,102
Deposits		123,671			38,500
Deferred financing costs		103,330			-
Prepaid expenses		209,621			6,000
Other receivables		1,973			5,600

Total current assets		439,046			2,266,202

EQUIPMENT, NET		116,502			113,532

ASSETS FROM DISCONTINUED OPERATIONS		-			111,519

TOTAL ASSETS	$	555,548		$	2,491,253


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

Accounts payable and accrued expenses	$	2,186,911		$	1,682,226
Accounts payable and accrued expenses-related party		85,409			80,470
Accrued compensation-officers		82,000			267,597
Share repurchase obligation		1,144,000			2,268,999
Short-term note payable		169,430			-
Legal settlement liabilities		349,000			-

Total current liabilities		4,016,750			4,299,292

LIABILITIES FROM DISCONTINUED OPERATIONS		-			180,699

Total liabilities		4,016,750			4,479,991

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' DEFICIT:

Preferred stock; 10,000,000 shares authorized,
outstanding, respectively		-			-

Common stock; 100,000,000 shares authorized,
at $0.00001 par value, 31,500,934 and 30,847,918
shares issued and outstanding, respectively		315			308
Additional paid-in capital		68,965,776			64,645,686
Accumulated deficit		(72,427,293	)		(66,634,732	)

Total stockholders' deficit		(3,461,202	)		(1,988,738	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	555,548		$	2,491,253

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

U.S. RARE EARTHS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

AN EXPLORATION STAGE COMPANY

	Three Months Ended,						Nine Months Ended,
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
REVENUES

Revenues	$	-		$	-		$	-		$	-

Cost of revenues		-			-			-			-

Gross margin		-			-			-			-

OPERATING EXPENSES

Selling, general and administrative expenses		1,383,571			88,859			4,592,163			675,846
Exploration expense		307,312			655,029			845,611			1,201,790

Total operating expenses		1,690,883			743,888			5,437,774			1,877,636

(Loss) from operations		(1,690,883	)		(743,888	)		(5,437,774	)		(1,877,636	)

OTHER INCOME (EXPENSE)

Interest expense		(4,693	)		(14	)		(7,017	)		(25,581	)
Loss on debt settlement		-			(56,667	)		-			(1,282,650	)
Loss on legal settlement		(18,000	)		-			(349,000	)		(10,923,600	)
Gain (loss) on warrant derivative liability		-			266,500			-			(539,500	)

Total other income (expense)		(22,693	)		209,819			(356,017	)		(12,771,331	)

(LOSS) BEFORE INCOME TAXES		(1,713,576	)		(534,069	)		(5,793,791	)		(14,648,967	)
INCOME TAX EXPENSE		-			-			-			-

(LOSS) FROM CONTINUING OPERATIONS		(1,713,576	)		(534,069	)		(5,793,791	)		(14,648,967	)

INCOME (LOSS) FROM DISCONTINUED OPERATIONS		-			215,606			1,230			103,692

Net loss	$	(1,713,576	)	$	(318,463	)	$	(5,792,561	)	$	(14,545,275	)

PER SHARE DATA:

NET LOSS PER SHARE BEFORE DISCONTINUED OPERATIONS
ATTRIBUTABLE TO UREE COMMON SHAREHOLDERS	$	(0.05	)	$	(0.02	)	$	(0.19	)	$	(0.52	)

DISCONTINUED OPERATIONS ATTRIBUTABLE TO UREE
COMMON SHAREHOLDERS	$	0.00		$	0.01		$	0.00		$	0.00

NET LOSS PER SHARE ATTRIBUTABLE TO UREE COMMON
SHAREHOLDERS	$	(0.05	)	$	(0.01	)	$	(0.19	)	$	(0.52	)

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING - BASIC AND DILUTED		31,421,043			28,975,083			31,169,109			28,192,987

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

U.S. RARE EARTHS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

AN EXPLORATION STAGE COMPANY

	Nine Months Ended,
	September 30,			September 30,
	2014			2013
OPERATING ACTIVITIES:

Net loss	$	(5,792,561	)	$	(14,545,275	)
Adjustments to Reconcile Net Loss to
Net Cash Used in Operating Activities:
Depreciation and amortization		21,172			14,721
Common stock and warrants issued for services		129,500			300,000
Common stock and warrants issued for liabilities		-			536,128
Stock based compensation amortization		2,737,500			-
Loss on debt settlement		-			1,282,650
Loss on derivative liability option		-			539,500
Loss on legal settlement		349,000			10,923,600
Changes in Operating Assets and Liabilities:
Prepaid expenses		(203,621	)		(1,861	)
Other current assets and receivables		(81,544	)		(40,000	)
Accounts payable and accrued expenses		431,021			(586,565	)
Accrued compensation-officers		5,000			(133,319	)
Accrued interest		476			(11,109	)
Net cash used in discontinued operations		(69,181	)		(153,991	)
Net cash used in operating activities		(2,473,238	)		(1,875,521	)

INVESTING ACTIVITIES:

Purchase of fixed assets		(22,294	)		(45,411	)
Net cash used in investing activities		(22,294	)		(45,411	)

FINANCING ACTIVITIES:

Proceeds from the sale of common stock and warrants		1,492,500			4,205,000
Proceeds from note payable		190,251			-
Proceeds from note payable-related party		-			250,000
Repurchase of common stock		(1,354,999	)		(100,000	)
Payment of deferred financing costs		(27,050	)		-
Repayment of note payable		(20,821	)		-
Net cash provided by financing activities		279,881			4,355,000

INCREASE/(DECREASE) IN CASH		(2,215,651	)		2,434,068
CASH AT BEGINNING OF PERIOD		2,216,102			166,939

CASH AT END OF PERIOD	$	451		$	2,601,007

Supplemental Cash Flow Disclosures:

Cash paid for:
Interest expense	$	898		$	-
Income taxes	$	-		$	-

Non cash investing and financing activities:
Forgiveness of accrued compensation due to officers	$	190,596		$	-
Loss on debt settlement	$	-		$	1,282,650
Loss on legal settlement	$	-		$	10,923,600
Share repurchase liability	$	1,144,000		$	-

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

U.S. RARE EARTHS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AN EXPLORATION STAGE COMPANY

SEPTEMBER 30, 2014

NOTE 1. ORGANIZATION

The Company and Our Business

U.S. Rare Earths, Inc. (“UREE” or the “Company”) is a rare earth elements exploration and claims acquisition company based in Plano, Texas that seeks to create a completely independent American based rare earth supply chain solution within the continental United States.

Formerly Colorado Rare Earths, Inc., the Company holds approximately 1,250 mining claims for rare earth elements that cover approximately 22,000 acres of land in Colorado, Idaho and Montana. In Idaho and Montana, the Company’s claims are located in the Lemhi Pass mineral trend in Lemhi County, Idaho, and Beaverhead and Ravalli Counties, Montana. These claims are grouped into projects that include the Last Chance and Sheep Creek Projects in Montana and the North Fork, Lemhi Pass and Diamond Creek Projects in Idaho. In Colorado, the claims include the Powderhorn Project in Gunnison County and the Wet Mountain Project in Fremont County.

The Company’s operations are exploratory in nature. The Company currently does not have any producing properties and further exploration will be required before a final evaluation as to the economic and practical feasibility of any of the Company’s claims is determined.

The Company is considered an exploration stage company under criteria of the Securities and Exchange Commission (the “SEC”) because it has not demonstrated the existence of proven or probable reserves at its claims. Accordingly, as required under SEC guidelines and United States generally accepted accounting principles (“U.S. GAAP”) for companies in the exploration stage, all of the Company’s investments in mining properties to date have been expensed as incurred and therefore do not appear as assets on its balance sheet. The Company expects exploration expenditures will continue during 2014 and subsequent years. The Company expects to remain an exploration stage company for the foreseeable future. The Company will not exit the exploration stage until such time as the Company demonstrates the existence of proven or probable reserves that meet SEC guidelines. Likewise, unless mineralized material is classified as proven or probable reserves, all expenditures for mine exploration and construction will continue to be expensed as incurred.

The Company’s principal source of liquidity for the next several years will be the continued raising of capital through the issuance of equity or debt securities and the exercise of warrants. The Company plans to raise funds for each step of a project and, as each step is successfully completed, raise the capital for the next phase of the project. The Company believes this will reduce the cost of capital as compared to trying to raise all of the anticipated capital at once up front. However, since the Company’s ability to raise additional capital will be affected by many factors, most of which are not within the Company’s control, no assurance can be given that the Company will in fact be able to raise the additional capital as needed.

On January 28, 2014, the Company entered into a binding letter of intent to sell the common stock of Media Depot, Inc., the Company’s media business subsidiary, and certain related media assets of the Company to Michael D. Parnell, the Company’s former Chief Executive Officer, National Accounts Director and Director, or an affiliate of Mr. Parnell. On May 12, 2014, the Company completed the sale of the media business to an affiliate of Mr. Parnell effective January 1, 2014. See Note 4 and Note 10 for additional information regarding the sale of the media business.

On July 18, 2011, the Company entered into an agreement to acquire U.S. Rare Earths, Inc., a Delaware corporation, and the acquisition closed on August 22, 2011. In connection with the acquisition, the Company changed its corporate name to U.S. Rare Earths, Inc.

On December 15, 2010, the Company entered into an agreement to acquire certain mining claims located in Gunnison, Freemont and Saguache Counties, Colorado.

The Company was incorporated in the State of Delaware on July 27, 1999 and changed its domicile to the State of Nevada in December 2007. The Company’s principal executive offices are located at 5600 Tennyson Parkway, Suite 240, Plano, Texas 75024. The telephone number is 972-294-7116. The Company’s principal website address is located at www.usrareearths.com. The information contained on, or that can be accessed through, its website is not incorporated into and is not a part of this Quarterly Report on Form 10-Q. The Company has included its website address in this Quarterly Report on Form 10-Q solely as an inactive textual reference.

Liquidity and Going Concern

To date, the Company had no revenues from its rare-earth elements properties.

As of September 30, 2014, the Company had cash of $451 and a working capital deficit of $3,577,704. At December 31, 2013, the Company had cash of $2,216,102 and a working capital deficit of $2,033,090. This decrease in cash was due primarily to repurchases of shares and operating losses during the nine months ended September 30, 2014.

The Company’s business plan calls for significant expenses in connection with the exploration and development of the claims and it has budgeted expenditures for the next twelve months of approximately $7,158,000. To date, the Company has principally financed its operations through the sale of its common stock and the issuance of debt. The Company does not currently have sufficient funds to conduct continued exploration on its claims and requires additional financing in order to determine whether the claims contain economically viable quantities of reserves of rare-earth elements. The Company will also require additional financing if the costs of the exploration of the claims are greater than anticipated. The Company will also require additional financing to sustain its business operations if it is not successful in earning revenues once exploration is complete. Obtaining additional financing would be subject to a number of factors, including the market prices for rare-earth elements, investor acceptance of its properties and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to the Company.

Financing transactions may include the issuance of equity or debt securities of the Company, obtaining credit facilities, or other financing mechanisms. However, the Company cannot assure that additional financing will be available when needed on favorable terms, or at all. Even if the Company is able to raise the funds required, it is possible that the Company could incur unexpected costs and expenses or experience unexpected cash requirements that would force the Company to seek alternative financing. Furthermore, if the Company issues additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of its common stock. The inability to obtain additional capital will restrict the Company’s ability to grow and will impact its ability to continue to conduct business operations. If the Company is unable to obtain additional financing, it will have to curtail its plans and possibly cease its operations.

If reserves of rare earth elements are identified in economically-viable quantities, additional capital will be needed to actually develop and mine those reserves. Even if economic reserves are found, the Company will not be able to develop its mining operations should it be unable to obtain the necessary financing.

Going Concern

The Company’s accountants have expressed doubt about its ability to continue as a going concern as a result of the Company’s history of net losses. The Company’s ability to achieve and maintain profitability and positive cash flow is dependent upon its ability to successfully execute the above plans. The outcome of these matters cannot be predicted at this time. These condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue its business.

Unaudited Financial Statements

The accompanying unaudited financial statements of the Company have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Articles 8-03 and 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements for the periods ended September 30, 2014 and 2013 are unaudited and include all adjustments necessary to present a fair statement of the results of operations for the periods then ended. All such adjustments are of a normal, recurring nature. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for a full fiscal year. For further information, refer to the financial statements and footnotes thereto included in these condensed consolidated financial statements and the Company’s Amendment No. 1 to Annual Report on 10-K/A for the year ended December 31, 2013 as filed with the SEC on July 3, 2014.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s condensed consolidated financial statements. The condensed consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States, and have been consistently applied in the preparation of the condensed consolidated financial statements.

Accounting Method

The Company’s condensed consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.

Principles of Consolidation

These condensed consolidated financial statements include the Company’s condensed consolidated financial position, results of operations, and cash flows. All material intercompany balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.

Cash and Cash Equivalents

The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at U.S. banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. As of September 30, 2014, the Company had $0 in uninsured cash amounts.

Property and Equipment

Equipment consists of machinery, furniture, fixtures and software, which is stated at cost less accumulated depreciation and amortization. Depreciation is computed by the straight-line method over the estimated useful lives or lease period of the relevant asset, generally five to seven years.

Mineral Properties

Costs of acquiring mineral rights are capitalized by project area upon purchase of the associated claims. Costs to maintain the mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.

Long-Lived Assets

The Company reviews its long-lived assets for impairment annually or when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets held for disposal and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results.

Value Measurements and Financial Instruments

ASC Topic 820, Fair Value Measurement and Disclosures, 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. This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level 1—Quoted prices in active markets for identical assets and liabilities;

Level 2—Inputs other than level one inputs that are either directly or indirectly observable; and

Level 3—Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

The risk-free rate of return reflects the interest rate for the United States Treasury Note with similar time-to-maturity to that of the warrants.

The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, other current assets, and accounts payable and accrued expenses, approximate the fair value of the respective assets and liabilities at September 30, 2014 and December 31, 2013, based upon the short-term nature of the assets and liabilities.

Mineral Exploration and Development Costs

All exploration expenditures are expensed as incurred. Exploration expenditures include direct exploration costs, as well as certain indirect costs allocated to exploration expense. Significant acquisition payments for active exploration rights are capitalized. If no minable ore body is discovered, previously capitalized costs are expensed in the period the exploration right is abandoned.

Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to operations the allocable portion of capitalized costs attributable to exploration rights abandoned. Capitalized costs are allocated to rights sold based on the proportion of claims sold to the claims remaining within the project area.

Stock-Based Compensation

The Company has share-based compensation plans under which non-employees, consultants and suppliers may be granted restricted stock, as well as options to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date, based on the fair value of the award over the requisite service period. Grants of stock options and stock to non-employees and other parties are accounted for in accordance with ASC 505. The Company recorded equity-based costs for non-employees, consultants and suppliers of $129,500 during the nine month period ended September 30, 2014. The Company recorded equity-based costs for non-employees, consultants and suppliers of $0 during the nine month period ended September 30, 2013.

The Company applies ASC 718 for options, common stock and other equity-based grants to its employees and directors. ASC 718 requires measurement of all employee equity-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, the Company will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant. The Company recorded equity-based costs for employees and directors of $2,737,500 during the nine month period ended September 30, 2014. The Company recorded equity-based costs for employees and directors of $0 during the nine month period ended September 30, 2013.

Provision for Income Taxes

Income taxes are provided based upon the liability method of accounting. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes.

Net Loss per Share

Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. As of September 30, 2014, the Company had issued warrants for the purchase of 3,416,287 common shares and an option to purchase 3,000,000 shares that were not included in the computation of loss per share at September 30, 2014, because they would have been anti-dilutive. As of September 30, 2013, the Company had issued warrants for the purchase of 2,995,976 common shares and an option to purchase 3,000,000 shares that were not included in the computation of loss per share at September 30, 2013, because they would have been anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification

Management has determined certain costs should be reclassified between selling, general and administrative and exploration expense in 2014. Certain amounts from prior periods have been reclassified to make the prior periods comparable to the current periods. For the three months ended September 30, 2013, $3,066 was reclassified to selling, general and administrative expense from exploration expense. For the nine months ended September 30, 2013, $286,534 was reclassified to exploration expense from selling, general and administrative expense. These reclassifications have no impact on net income, earnings per share, retained earnings, or results of continuing operations.

Recent Accounting Pronouncements

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to its consolidated financial statements.

In February 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2013-04, Liabilities (Topic 405), which provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation, as well as other information about those obligations. ASU 2013-04 is effective for fiscal years beginning after December 15, 2013, which is effective for the Company’s first quarter of fiscal year 2014. The adoption of ASU 2013-04 did not have a material effect on the Company’s consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under ASU 2014-08, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Additionally, ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. ASU 2014-08 is effective for fiscal and interim periods beginning on or after December 15, 2014. The impact of the adoption of this ASU on the Company’s results of operation, financial position, cash flows and disclosures will be based on the Company’s future disposal activity.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides that an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, which is effective for the Company’s first quarter of fiscal year 2017. Currently, the Company is an Exploration Stage Company and does not have revenue or contracts with customers. Therefore, the Company does not believe the adoption of ASU 2013-09 will have a material effect on the Company’s consolidated financial statements. The Company will continue to assess any potential impact on its financial statements from the adoption of ASU 2014-09.

In June 2014, the FASB issued ASU No. 2014-10, which amended Accounting Standards Codification (“ASC”) Topic 915 Development Stage Entities. The amendment eliminates certain financial reporting requirements surrounding development stage entities, including an amendment to the variable interest entities guidance in ASC Topic 810, Consolidation. The amendment removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP. Consequently, the amendment eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

This amendment is effective for fiscal years beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company has made the election to early adopt this amendment effective June 30, 2014 and, as a result, the Company is no longer presenting or disclosing the information previously required under Topic 915. The early adoption was made to reduce data maintenance by removing all incremental financial reporting requirements for development stage entities. The adoption of this amendment alters the disclosure requirements of the Company, but it does not have any material impact on the Company’s financial position or results of operations for the current or any prior reporting periods.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Topic 205), which provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, in connection with the preparation of annual and interim financial statements, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued, or within one year after the date that the financial statements are available to be issued, when applicable. ASU 2014-15 is effective for annual reporting periods ending after December 15, 2016, which is effective for the Company’s first quarter of fiscal year 2016. The opinion of the Company's independent registered public accounting firm on our audited financial statements as of and for the year ended December 31, 2013 contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. The Company will continue to assess any potential impact on its financial statements from the adoption of ASU 2014-15.

NOTE 3. ACQUISITIONS

Idaho and Montana Assets-Part of the UREE (Delaware) Merger

On July 18, 2011, the Company entered into an Agreement of Plan and Merger (the “Merger Agreement”) to acquire U.S. Rare Earths, Inc., a Delaware corporation, and the acquisition closed on August 22, 2011. As part of the acquisition, the Company acquired rights to 583 unpatented lode mining claims located in Lemhi County, Idaho and 56 unpatented lode mining claims located in Beaverhead and Ravalli Counties, Montana. The mineral claims cover approximately 9,600 acres that are believed to be on, near or adjacent to anomalous values of rare earth elements.

Pursuant to the terms of the Merger Agreement, stockholders of the Delaware entity exchanged 100% of their outstanding common stock for 5,000,000 unregistered shares of the Company’s common stock valued at $2.85 per share. As part of the acquisition price, the Company also assumed a note payable in the amount of $1,418,719 and certain other accounts payable totaling $16,817. At closing, the Company paid $500,000 related to the notes payable.

The Company was not able to obtain a valuation of the properties, assigned a fair value to the claims of $0, and recorded an impairment expense of $15,678,000 for the year ended December 31, 2011.

Colorado Assets - Part of the Seaglass Holding Corp Merger

On December 15, 2010, the Company entered into an Agreement of Plan and Merger with Seaglass Holding Corp (the “Seaglass Merger Agreement”). As part of the acquisition of Seaglass, the Company acquired rights to 611 unpatented lode mining claims that cover approximately 12,200 acres of land in Fremont, Gunnison and Saguache Counties, Colorado. The Company believes the mineral claims are on, near or adjacent to anomalous values of rare earth elements. Pursuant to the terms of the Seaglass Merger Agreement, the stockholders of Seaglass exchanged 100% of the outstanding common stock of Seaglass for 5,900,000 unregistered shares of the Company’s common stock valued at $.50 per share, or $2,950,000. An independent evaluation was performed by a licensed professional engineer to estimate the fair market value of the claims on the date of acquisition. Based on this report, the Company assigned a fair value to the claims of $326,000 and recorded an impairment expense of $2,624,000 for the year ended December 31, 2010. An impairment expense of $326,000 was recorded for the year ended December 31, 2013.

The Company has no reported mineral reserves and all activities are exploratory in nature. Any mineral reserves will only come from extensive additional exploration, engineering, and evaluation of existing or future mineral claims. All costs have been recorded as exploration expenses.

NOTE 4. DISCONTINUED OPERATIONS

On January 28, 2014, the Company entered into a binding letter of intent to sell the common stock of Media Depot, Inc., the Company’s then media business subsidiary, and certain related media assets of the Company to Michael D. Parnell, the Company’s former Chief Executive Officer, National Accounts Director and a Director of the Company. On May 12, 2014, the Company completed the sale of the media business to an affiliate of Mr. Parnell effective January 1, 2014. See Note 10 for more detail regarding the sale of the media business. As a result of the completed sale, the financials of the media business have been excluded from the unaudited financial statements for the quarter ended September 30, 2014.

The Company has identified the assets and liabilities attributed to the media business. Assets and liabilities as of December 31, 2013 attributed to the business are as follows:

Assets from discontinued operations

	December 31, 2013
Accounts receivable, net	$	98,374
Equipment, net		13,145
Total assets from discontinued operations	$	111,519

Liabilities from discontinued operations

	December 31, 2013
Accounts payable and accrued expenses	$	180,178
Deferred revenue		521
Total liabilities from discontinued operations	$	180,699

Income (loss) attributed to the media business for the nine month period ended September 30, 2014 and 2013 were as follows:

Income from discontinued operations

	Nine Months Ended,
	September 30, 2014		September 30, 2013
Revenues from discontinued operations	$	-	$	1,429,929
Cost of revenues		-		(814,335	)
Selling, general and administrative expenses		-		(512,127	)
Other income (expense)		-		225
Gain on disposal of discontinued operations		1,230		-
Income from discontinued operations before taxes		1,230		103,692
Income tax expense		-		-
Income from discontinued operations	$	1,230	$	103,692

The Company does not believe there is an effect of income taxes on discontinued operations. Due to ongoing operating losses, the uncertainty of future profitability and limitations on the utilization of net operating loss carry-forwards under Internal Revenue Code Section 382, a valuation allowance has been recorded to fully offset the Company’s deferred tax asset.

NOTE 5. EQUIPMENT, NET

Equipment, net consists of the following:

	Estimated
	Useful Lives	September 30, 2014			December 31, 2013

Office equipment	5 years	$	50,496		$	26,354
Mining and other equipment	5-7 years		131,218			131,218
Less: accumulated depreciation			(65,212	)		(44,040	)
		$	116,502		$	113,532

Depreciation expense for the nine months ended September 30, 2014 and 2013 was $21,172 and $14,721, respectively.

NOTE 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts Payable

Accounts payable were $2,186,911 and $1,682,226 as of September 30, 2014 and December 31, 2013, respectively. Such liabilities consisted of amounts due to vendors for legal expenses, mining expenditures, external audit and other expenses incurred by the Company.

Related Party Payable and Accrued Expenses

Related party payable and accrued expenses as of September 30, 2014 and December 31, 2013 reflected the following:

	September 30, 2014		December 31, 2013
Related party payables due to Diane Cassidy
for amounts paid on behalf of UREE	$	3,612	$	-
Related party payables due to Kevin Cassidy
for amounts paid on behalf of UREE		903		-
Related party payables due to Lattimore Properties, Inc.
for amounts paid on behalf of UREE		17,520		80,470
Related party payables due to Logic International Consulting Group
for services		61,750		-
Related party payables due to CRE Cloud Solutions
for services		1,624		-
	$	85,409	$	80,470

Accrued Employee Taxes

During the years ended December 31, 2011 and 2012, the Company did not report stock-based compensation on Form 1099 or W-2, which amounted to $8,654,149 and $713,594 respectively. During the year ended December 31, 2013, the Company processed compensation to its chief executive officer as an independent contractor under Form 1099 instead of processing it as payroll under Form W-2. The Company recorded $271,602 as accounts payable as of September 30, 2014 for FICA costs for the years ended December 31, 2011, 2012 and 2013. The Company has not accrued any potential interest or penalties related to the taxes due to the Internal Revenue Service based on guidance in ASC 450-20-05-5 which requires a probability threshold for recognition of a loss contingency and that the amount of the loss be reasonably estimable. All stock-based compensation to officers, employees and independent contractors was recorded at their grant date fair market value in the financial statements for the years ended December 31, 2011, 2012 and 2013.

NOTE 7. SHORT-TERM NOTES PAYABLE

Short-term notes payable were $169,430 and $0 as of September 30, 2014 and December 31, 2013, respectively. Such notes payable for September 30, 2014 consisted of a note payable related to the Company’s prepaid D&O insurance coverage. The original loan amount was $190,251, and is to be repaid in monthly installments starting in September 2014 through May 2015 at an annual interest rate of 4.49%. For the nine months ended September 30, 2014, the Company has repaid $20,821 of the loan amount.

NOTE 8. SHARE REPURCHASE OBLIGATIONS

The Company had share repurchase obligations of $1,144,000 and $2,268,999 as of September 30, 2014 and December 31, 2013, respectively. During December 31, 2013, the Company acquired 2,268,999 shares of its common stock at $1.00 per share, with a portion of the payment in the amount of $1,344,999 made during the quarter ended March 31, 2014 and the balance of $924,000 currently due and payable. In addition, during the quarter ended September 30, 2014, the Company agreed to purchase from an existing stockholder 200,000 shares of the Company’s common stock for the amount of $220,000, which is currently due and payable. The Company intends to satisfy this balance from proceeds of future financings of the Company from time to time. All repurchased shares are cancelled. The Company does not have treasury shares.

NOTE 9. LEGAL SETTLEMENT LIABILITIES

Legal settlement liabilities were $349,000 and $0 as of September 30, 2014 and December 31, 2013, respectively. Such liabilities for September 30, 2014 consisted of $349,000 in amounts payable pursuant to the 2013 legal settlement.

NOTE 10. RELATED PARTY TRANSACTIONS

Properties

The Company’s principal executive offices were located at 5600 Tennyson Parkway, Suite 190, Plano, Texas 75024 during 2013. This office was shared with John Victor Lattimore, Jr., Chairman of the Company’s board of directors, and entities affiliated with Mr. Lattimore on a rent-free basis. On January 20, 2014, the Company leased 5600 Tennyson Parkway, Suite 240, Plano, Texas 75024 and no longer shares offices with Mr. Lattimore or his affiliates.

The Company maintained an office at 12 Gunnebo Drive, Lonoke, Arkansas 72086 for the Company’s former media business, which consisted of 4,000 sq. ft. of office space. The office was leased for $916 per month, and the Company leased the office on a month-to-month basis. The facilities were owned by the J.S. Parnell Trust, of which Mr. Parnell, the former Chief Executive Officer, National Account Director and a Director of the Company, was trustee. The Company also maintained an office at 12 North Washington Street, Montoursville, Pennsylvania 17754 for the former media business which consisted of 4,000 sq. ft. of office space. The office was leased from the Hoff Family Limited Partnership, which was controlled by the wife of Matthew Hoff, a stockholder and former employee of the Company. Lease payments were $2,000 per month, and the Company leased the office on a month-to-month basis. Both of these leases were assumed by an affiliate of Mr. Parnell in connection with the sale of the media business. See Note 4.

Since January 1, 2013, the Company has rented office space from Logic at 711 Fifth Avenue, 16th Floor, New York, New York 10022, which since May 1, 2013 has been on a month-to-month basis. Between January 1, 2013 and May 30, 2013, the Company paid rent of $3,750 per month, and as of June 1, 2013 the Company’s rent is $9,250 per month.

Notes with Affiliates of John Victor Lattimore, Jr.

Unique Materials September 13, 2012 Note

On September 13, 2012, the Company entered into a Secured Convertible Promissory Note (the “September Note”) with Unique Materials LLC (“Unique Materials”), a Texas LLC affiliated with John Victor Lattimore, Jr., Chairman of the Company’s board of directors, pursuant to which the Company borrowed $650,000 at 5% per annum interest from Unique Materials.

Under the terms of the September Note, the principal and unpaid accrued interest was due the earlier of September 15, 2015 or conversion into Company common stock at the demand of the holder at $2.85 per share. The September Note included a demand payment if the Chairman, President or Vice President or 20% or more of the Company’s board of directors was changed after September 13, 2012. The September Note was secured by all mineral claims, real properties, fixed assets, inventory and accounts receivable.

On June 28, 2013, Unique Materials converted the outstanding principal due under the September Note, together with interest of $25,644, into 675,644 shares of the Company’s common stock at $1.00 per share. The fair value of the stock on the date of conversion was $1.65, and the Company recorded the difference between the conversion price and the fair value of $439,169 as loss on settlement of debt.

Unique Materials November 20, 2012 Note

On November 20, 2012, the Company entered into an unsecured Promissory Note (the “November Note”) with Unique Materials maturing on November 20, 2015, pursuant to which the Company borrowed $250,000 at 5% per annum interest from Unique Materials.

On June 28, 2013, Unique Materials converted the outstanding principal due under the November Note, together with interest of $7,534, into 257,534 shares of the Company’s common stock at $1.00 per share. The fair value of the stock on the date of conversion was $1.65, and the Company recorded the difference between the conversion price and the fair value of $167,397 as loss on settlement of debt.

Unique Materials February 4, 2013 Note

On February 4, 2013, the Company entered into an unsecured Promissory Note (the “February Note”) with Unique Materials maturing on February 4, 2016, pursuant to which the Company borrowed $150,000 at 5% per annum interest from Unique Materials.

On June 28, 2013, Unique Materials converted the outstanding principal due under the February Note, together with interest of $2,950, into 152,950 shares of its common stock at $1.00 per share. The fair value of the stock on the date of conversion was $1.65, and the Company recorded the difference between the conversion price and the fair value of $99,418 as loss on settlement of debt.

John and Mark Family Limited Partnership Note

On May 21, 2013, the Company entered into an unsecured Promissory Note (the “May Note”) with the John and Mark Family Limited Partnership (the “Partnership”), a Texas limited partnership affiliated with John Victor Lattimore, Jr., Chairman of the Company’s board of directors, pursuant to which the Company borrowed $100,000 at 5% per annum interest from the Partnership. The May Note originally matured on June 30, 2013, and on June 30, 2013 the maturity date was extended to December 31, 2013.

In substitution of the May Note, on June 30, 2013, the Partnership entered into a secured Promissory Note in the principal amount of $100,000 bearing interest at 5% per annum and a maturity date of December 31, 2013 (the “June Note”). The June Note was secured by all mineral claims, real properties, fixed assets, inventory and accounts receivable, and the proceeds.

On August 22, 2013, the Partnership converted the June Note into 66,667 shares of the Company’s common stock at $1.50 per share and waived the interest due on the May Note. The fair market value of the Company common stock on August 22, 2013 was $2.35 per share, and the Company recorded a loss on debt settlement of $56,667, which equals the difference between the fair market value of the shares on the date of conversion and the conversion price. In connection with the conversion, the Partnership executed a Release of Mortgage and cancelled all security related to the Company’s real property and other assets.

Settlement Agreement

In August 2012 a dispute arose out of an attempt by a group of shareholders—H. Deworth Williams, Edward Cowle and an affiliated entity—to take control of the Company by a written consent by purportedly removing Daniel McGroarty, Greg Schifrin and Kevin Cassidy from the board of directors and purportedly re-electing John Victor Lattimore, Jr., H. Deworth Williams, Edward Cowle, Michael Parnell, and Harvey Kaye. At the time, Messrs. Williams and Cowle were members of the Company’s board and were affiliates of the Company prior to the time that the Company began acquiring its rare earth mining claims in 2010.

On September 12, 2012, the Company filed an action in the Eighth Judicial District Court, Clark County, Nevada (the “Nevada Action”) entitled U.S. Rare Earths, Inc. v. Williams et al., Case No. A668230-B, challenging the validity and effectiveness of the written consent. On September 17, 2012, the Court in the Nevada Action issued a Temporary Restraining Order, or TRO, prohibiting any meetings of the Company’s board of directors from taking place and prohibiting any persons from holding themselves out as members of its board of directors. On October 22, 2012, the Court in the Nevada Action issued a Preliminary Injunction mirroring the prohibitions of the TRO and appointing a Special Master to assist in (a) identifying those persons who are entitled to be considered stockholders, and (b) bringing about a stockholders meeting to address the composition of its board of directors. The Court further decreed that no person was entitled to take any action on the Company’s behalf other than in the ordinary course of business pending a meeting of stockholders to be effectuated by the Special Master to be appointed by the Court for purposes of establishing a board of directors and the composition thereof.

On February 6, 2013, all of the parties in the Nevada Action entered into a Stipulation and Order to Modify the Preliminary Injunction, (the “Stipulation”) to facilitate the interim operations of the Company. The Stipulation modified the Preliminary Injunction with respect to the Company’s board of directors as follows: (a) the parties agreed that Kevin Cassidy, Daniel McGroarty, John Victor Lattimore, Jr., Winston Marshall, and Michael Parnell would comprise the members of its board of directors (the “Provisional Board”), pending the election of directors by the stockholders at a duly called and held stockholders’ meeting; (b) Edward Cowle would be immediately reinstated as a member of the Provisional Board; (c) the Provisional Board would not ratify or approve any action of the purported board undertaken between August 23, 2012 and October 11, 2012; and (d) the Provisional Board would not issue any additional shares of its stock to any person without reasonable cash consideration unless all parties to the Nevada Action consented to such issuance.

In addition to the Nevada Action, a parallel action was filed by H. Deworth Williams and Edward F. Cowle against the Company (the “Utah Action”), entitled Williams et al. v. U.S. Rare Earths, Inc. (Case No. 2:12-cv-00905). The Utah Action sought a writ of mandamus directing the Company to immediately recognize the written consent.

On March 27, 2013, the parties in the Nevada Action and the Utah Action entered into a Settlement Agreement and General Release (the “Settlement Agreement”), which was approved on June 5, 2013 by the Eighth Judicial District Court, Clark County, Nevada, pursuant to which the parties agreed: (a) to dismiss the pending Nevada Action and Utah Action and to release all claims against one another in those actions; (b) to release any claims pertaining to its sale of 2,045,450 shares of Company common stock sold to Lattimore Properties, Inc. (“Lattimore Properties”) on September 12, 2012 at a price of $0.27 per share for a total of $550,000; (c) to release any claims pertaining to the issuance of a convertible secured promissory note to Unique Materials, LLC on September 13, 2012 for $650,000 at 5% interest, convertible into Company common stock at not less than $1.00 per share; (d) to enter into a Stock Purchase Agreement pursuant to which H. Deworth Williams, Edward Cowle and Geoff Williams, or the Sellers, will sell 1,000,000 shares of Company common stock owned by the Sellers to John Victor Lattimore, Jr. or his affiliates for a total purchase price of $1,000,000; (e) to compensate Kevin Cassidy and his affiliated companies, including Logic International Consulting Group, LLC, known as Logic, with which the Company has an ongoing relationship, for their consulting services in connection with the settlement by issuing to them 3,000,000 shares of Company common stock plus a convertible unsecured promissory note for $650,000, convertible into common stock at a conversion price of $1.00 per share; (f) to grant to defendants H. Deworth Williams, Edward Cowle, Geoff Williams, Blue Cap Development Corp. and their affiliated entity, Thorium Energy, Inc., a right of first refusal—consistent with the terms and conditions put forth by a bona fide third-party commercial bidder to be determined by the parties—for a period of 10 years with respect to a contract for the disposition of thorium in connection with the Company’s mining of rare earth elements on its Lemhi Pass claims; and (g) to issue to John Victor Lattimore, Jr. or one of his affiliated companies an option to purchase up to 3,000,000 shares of Company common stock at a price of $1.00 per share and upon such other terms as are determined by the Company’s board of directors.

The Settlement Agreement also contained certain contingent agreements, which were conditioned upon the Company’s completion of a stock offering and/or PIPE transaction of more than $6,000,000 in the aggregate by the end of 2015. If the Company successfully completes such a stock offering and/or PIPE transaction, it has agreed to: (a) assume and maintain the lease of certain offices of the Company located in Salt Lake City, Utah; (b) reimburse H. Deworth Williams for certain business costs and expenses incurred for the benefit of the Company in an amount not to exceed $145,000; (c) reimburse defendants H. Deworth Williams, Edward Cowle, Geoff Williams and Blue Cap Development Corp. for their costs and fees incurred in the Nevada Action and the Utah Action in an amount not to exceed $150,000; (d) to retrieve or “claw back” not less than 2.1 million shares of Company common stock that were authorized for issuance to Michael Parnell, Matthew Hoff, H. Deworth Williams, Winston Marshall, Greg Schifrin, Geoff Williams and Edward Cowle for non-cash consideration and future services; and (e) to employ Edward Cowle as a senior level executive with the company.

As part of the Settlement Agreement, the parties also agreed to enter into a Voting Shareholder Agreement pursuant to which the parties will vote their respective shares to ensure that the size of its board of directors will remain at seven members (unless increased pursuant to the Company’s bylaws or by applicable Nevada law), with (a) five members to be nominated by the Lattimore Shareholder Group (consisting of John Victor Lattimore Jr., Unique Materials LLC, Michael Parnell, Matthew Hoff, Kevin Cassidy, Daniel McGroarty and Winston Marshall), two of whom shall be independent directors; and (b) two members to be nominated by the Blue Cap Shareholder Group (consisting of Edward Cowle, H. Deworth Williams, Geoff Williams, Blue Cap Development Corp., and Children’s International Obesity Fund, Inc.).

Pursuant to the terms of the Settlement Agreement, the Company agreed to issue 3,000,000 shares of its common stock at a price of $1.00 per share to Kevin Cassidy, Logic, and James J. Cahill, the managing director and registered principal of Agincourt Capital, LLC, an affiliate of Logic, as compensation for the consulting services. On October 7, 2013, the Company issued 3,000,000 shares of common stock to Kevin Cassidy, controlling owner of Logic, as payment in full for the accrued liability associated with the consulting services. As a part of the audit of the Company’s financial statements for the year ended December 31, 2013, management determined that the issuance of shares for payment of services should have been recorded June 5, 2013. As a result, the Company valued the 3,000,000 shares at the June 5, 2013 closing price of Company common stock of $1.94 per share and expensed an additional $2,820,000 for a total liability of $5,820,000 during the three months ended June 30, 2013. The Company also reclassified the original accrual of $3,000,000 related to the transaction by reducing the amount of loss on debt settlement (where the value of the transaction had been booked) by $3,000,000 (from $4,225,983 to $1,225,983) and recorded $5,820,000 to loss on legal settlement.

Conversion of Liability with Logic International Consulting Group, LLC and Kevin Cassidy

On June 28, 2013, Logic converted liabilities of $800,000 into 800,000 shares of common stock at $1.00 per share. The fair value of the stock on the date of conversion was $1.65, and the Company recorded the difference between the conversion price and the fair value of $520,000 as loss on settlement of debt.

Lattimore Option

On March 8, 2013, the Company entered into an Option Purchase Agreement with Lattimore Properties, pursuant to which it granted Lattimore Properties a three-year option to purchase up to 3,000,000 shares of its common stock, at $1.00 per share, for a purchase price of $75,000. The effectiveness of the option was conditioned on approval of the Settlement Agreement. Subsequent to the approval of the Settlement Agreement, the option had not been exercised as of September 30, 2014.

Repurchase Options

The Company entered into repurchase option agreements with existing stockholders, including Harvey Kaye, Edward Cowle, H. Deworth Williams, Daniel McGroarty, Yuji Nishikawa and an affiliate of Michael Parnell, under which the Company (i) acquired 100,000 shares of its common stock at $1.00 per share during September 2013, (ii) acquired 952,001 shares of its common stock at $1.00 per share during October 2013, (iii) acquired 2,268,999 shares of its common stock at $1.00 per share during December 31, 2013 with a portion of the payment in the amount of $1,344,999 made during the quarter ended March 31, 2014 and the balance of $924,000 currently due and payable, and (iv) acquired 10,000 shares of its common stock at $1.00 per share during the nine months ended September 30, 2014. The Company also obtained the right from Mr. McGroarty, to acquire up to 800,000 shares of its common stock at $1.00 per share until April 30, 2014. The foregoing option was not exercised and on September 15, 2014, the Company agreed with Mr. McGroarty to repurchase 50,000 shares of its common stock by September 22, 2014 at $1.10 per share and 150,000 shares of its common stock by October 15, 2014 at $1.10 per share and were granted an option to repurchase 400,000 shares of its common stock at $1.10 per share on or before January 1, 2015. As of November 3, 2014, the Company had not repurchased these shares and the balance of $220,000 is currently due and payable. In addition, the Company obtained the right from Matthew Hoff and his affiliate to acquire up to 800,000 shares of our common stock at $1.10 per share until December 31, 2014 and the Company further obtained the right from an affiliate of Michael Parnell to acquire up to 800,000 shares of its common stock at $1.00 per share until December 15, 2014, 600,000 of which have expired. The Company intends to satisfy the remaining repurchase obligation balance of $1,144,000 from proceeds of future financings from time to time. All repurchased shares are cancelled. The Company does not have treasury shares.

Warrants or Other Rights Issued to Affiliates

On March 21, 2013, Diane Cassidy, sister of Kevin Cassidy, the Company’s Chief Executive Officer, exercised a warrant on a cashless basis resulting in the issuance of 194,445 shares of the Company’s common stock. The warrant was originally issued to Logic as compensation for services.

Forfeiture of Shares

On June 28, 2013, Mr. Parnell and Mr. Hoff each forfeited 750,000 shares of common stock. This 1,500,000 forfeiture is part of the retrieval or “claw back” of not less than 2,100,000 shares of common stock that was authorized for issuance to certain individuals on August 27, 2012 for non-cash consideration and future services in connection with the Settlement Agreement.

On September 26, 2013, McKim and Company LLC and James J. Cahill, an affiliate of Logic, forfeited 210,938 shares of the Company’s common stock.

NOTE 11. COMMON STOCK

The Company had the following equity transactions during the nine months ended September 30, 2014:

During January 2014, the Company issued 125,000 shares of its common stock to investors for $312,500.

On March 10, 2014, a holder of a warrant exercised the warrant on a cashless basis resulting in the issuance of 16,016 shares of the Company’s common stock. The warrant price was $.50 per share.

On March 17, 2014, the Company issued 50,000 shares of its common stock to a consultant in exchange for services. The shares were valued at $129,500 and were expensed as selling, general and administrative expenses during the three months ended March 31, 2014.

During April 2014, the Company issued 52,000 shares of its common stock to investors for $130,000.

On June 17, 2014, the Company issued 300,000 shares of its common stock and warrants to purchase 350,000 shares of common stock to an investor for $750,000. The warrant exercise price was $1.50 per share. The warrants expire on December 31, 2015.

On August 29, 2014, the Company issued 40,000 shares of its common stock and warrants to purchase 46,400 shares of common stock to an investor for $100,000. The warrant exercise prices was $1.50 per share. The warrants expire on December 31, 2015.

On September 3, 2014, the Company issued 80,000 shares of its common stock and warrants to purchase 92,800 shares of common stock to an investor for $200,000. The warrant exercise price was $1.50 per share. The warrants expire on December 31, 2015.

A summary of the warrants issued as of September 30, 2014 were as follows:

	September 30, 2014
				Weighted
				Average
				Exercise
	Shares			Price
Outstanding at 12/31/13		2,947,087		$	2.47
Issued		489,200		$	1.50
Exercised		(20,000	)	$	0.50
Forfeited		-		$	-
Expired		-		$	-
Outstanding at end of period		3,416,287		$	2.34
Exerciseable at end of period		3,416,287

A summary of the status of the warrants outstanding as of September 30, 2014 is presented below:

	September 30, 2014
	Weighted		Weighted				Weighted
	Average		Average				Average
Number of	Remaining		Exercise		Shares		Exercise
Warrants	Life		Price		Exerciseable		Price
2,080,311		1.72	$	0.74		2,080,311
1,335,976		1.68	$	4.85		1,335,976
3,416,287			$	2.34		3,416,287	$	2.34

Warrants convertible into 2,080,311 shares of Company common stock were “in the money” as the exercise price was less than the fair market value of a share of common stock on September 30, 2014. The intrinsic value of these warrants was $1,632,717 at September 30, 2014.

Authorization of Reverse Split

On July 17, 2014, the Company's board of directors adopted a resolution authorizing, but not requiring, it to amend its articles of incorporation to effect a reverse split of its common stock at a ratio of not less than 1-for-2 nor more than 1-for-3. On July 31, 2014, stockholders holding a majority of the outstanding shares of the Company's common stock have approved the reverse stock split by written consent. On October 2, 2014, the Company's board of directors authorized the ratio to be set at 1-for-3. As of November 3, 2014, the Company has not effected a reverse split of its common stock.

NOTE 12. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS

Legal Proceedings

There are no pending legal proceedings against the Company that are expected to have a material adverse effect on cash flows, financial condition or results of operations.

Employment and Consulting Agreements

Logic International Consulting Group LLC

On March 11, 2011, the Company signed an exclusive Services Agreement with Logic. Under the Services Agreement, Logic agreed to provide certain advisory services to the Company. On December 31, 2011, the Services Agreement was automatically extended to December 11, 2013 and can be renewed for additional 12-month periods unless either party gives the other 45 days written notice of termination. The Services Agreement can be cancelled with 90 days written notice. The Services Agreement provides for a monthly payment of $50,000 to Logic. As of September 30, 2014, the Company owed Logic the amount of $50,000 for accrued but unpaid service fees.

On March 10, 2011, the Company issued a warrant to Logic for the purchase of 1,300,000 shares of the Company’s common stock. The warrant was exercisable at $0.50 per share for a period of five years expiring on March 10, 2016. The warrant contains certain dilutive provisions related to subsequent equity sales and the issuance of additional common stock. The warrant contains certain piggyback registration rights.

On November 29, 2011, the Company issued a warrant to Logic for the purchase of 700,000 shares of the Company’s common stock. The warrant was exercisable at $0.50 per share on a cash or cashless basis for a period of five years expiring on November 29, 2016. The warrant contained certain dilutive provisions related to subsequent equity sales and the issuance of additional common stock. The warrant contains certain piggyback registration rights.

On December 31, 2011, Logic cancelled the warrant granted on March 10, 2011 for 1,300,000 shares and the warrant granted on November 29, 2011 for 700,000 shares.

On December 31, 2011, the Company issued a warrant to Logic for the purchase of 1,300,000 shares of the Company’s common stock. The warrant is exercisable at $0.50 per share for a period of five years expiring on March 9, 2016. In addition, on December 31, 2011, the Company issued a warrant to Logic for the purchase of 700,000 shares of the Company’s common stock. The warrant is exercisable at $0.50 per share for a period of five years expiring on November 28, 2016. The warrants may be called by the Company if it has registered the sale of the underlying shares with the SEC and a closing price of $7.00 or more for the Company’s common stock has been sustained for five trading days. The warrants contain certain piggyback registration rights.

On June 28, 2013, Logic converted liabilities of $800,000 into 800,000 shares of the Company’s common stock at $1.00 per share. The fair value of the stock on the date of conversion was $1.65 per share, and the Company recorded the difference between the conversion price and the fair value of $520,000 as loss on settlement of debt.

Since June 2013, the Company has also agreed to reimburse Logic for a portion of the compensation due to Mr. Cassidy’s administrative assistant in the amount of $2,500 per month. As of September 30, 2014, the Company owed Logic the amount of $2,500 for accrued but unpaid administrative fees.

Diane Cassidy

Since June 2013, the Company retained Diane Cassidy, the sister of the Company’s Chief Executive Officer and Director, Kevin Cassidy, as a consultant to perform certain management services. From June 2013 to October 2013, Ms. Cassidy was paid at the rate of $5,000 per month, increasing to $10,000 per month in November 2013 and December 2013. From February 2014 through May 2014, she was paid at the rate of $16,667 per month. On May 19, 2014, the Company entered into a Consulting Agreement with Ms. Cassidy whereby Ms. Cassidy will provide certain management services. Under the agreement, Ms. Cassidy is entitled to $17,000 per month. The agreement has an initial term of one year, with automatic renewal for one year periods unless terminated by either party on 90 days’ prior written notice. After the initial term, and during any additional term, either party can terminate the agreement as of the end of a calendar month on 60 days’ prior written notice.

Lattimore Properties

As of July 1, 2012, Lattimore Properties, an affiliate of John Victor Lattimore, Jr., the Company’s Chairman of the Board, entered into a Consulting Agreement with Logic pursuant to which Lattimore Properties is to provide executive management, strategic planning and general office administration to Logic for a fee of $25,000 per month. The agreement has a term of one year commencing on July 1, 2013, unless sooner terminated on 30 days’ prior written notice. The term of the agreement may be extended upon the mutual written agreement of the parties.

Mark Scott

On December 19, 2011, the Company entered into a Consulting Agreement with Mark Scott in connection with his service as the Company’s Chief Financial Officer. Under the agreement Mr. Scott was entitled to $4,000 per month plus $3,000 of shares of the Company’s common stock per month based on a $2.85 per share price. On August 31, 2012, the Company’s board of directors approved the issuance of 72,000 shares of common stock to Mr. Scott. The term of the Consulting Agreement expired on December 31, 2012, and the Company paid Mr. Scott $5,000 per month on a month-to-month basis during 2013 and $10,000 per month during 2014. On April 30, 2014, Mr. Scott was removed as Chief Financial Officer and between June 1, 2014 and August 13, 2014, the Company retained Mr. Scott as a consultant at a rate of $5,000 per month.

Michael Parnell

On December 10, 2010, the Company entered into a Revised Employment Agreement with Michael Parnell, its former Chief Executive Officer, Chief Operating Officer and a Director. Under the terms of the employment agreement, Mr. Parnell’s annual salary was $125,000 in year one, $137,500 in year two and $151,000 in year three. Mr. Parnell was awarded 300,000 shares of restricted common stock. In the event that the Company is sold or merged or there is a change in control, Mr. Parnell was entitled to receive at his discretion, severance of $500,000 in cash or restricted common stock at $0.50 per share. Mr. Parnell was eligible for vacation of six weeks, benefit programs and incentive bonuses as approved by the Company’s board of directors. The employment agreement had a three-year term and was automatically renewable for additional one-year periods unless 90 days’ notice is provided by either party.

On July 26, 2011, the Company entered into an Addendum to the Revised Employment Agreement with Mr. Parnell. The addendum extended the term of employment until December 10, 2015, subject to additional one-year renewal periods unless 90 days’ notice is provided by either party. The addendum provided, that Mr. Parnell’s annual salary for year four was $166,100 and $182,710 for year five. The Company also agreed to issue to Mr. Parnell 125,000 restricted shares of its common stock in years four and five. In the event of a change in control by merger, acquisition, takeover or otherwise, the share amounts due in years four and five would become immediately due and payable.

On June 26, 2013, Mr. Parnell resigned as the Chief Operating Officer and a Director of the Company and accepted the position of National Accounts Director for the media business.

On January 28, 2014, the Company entered into a binding letter of intent to sell the common stock of Media Depot, Inc., the then media subsidiary of the Company, and certain related media assets held by the Company to Mr. Parnell or a designated affiliate of Mr. Parnell. On May 12, 2014, the Company and an affiliate of Mr. Parnell entered into a Master Sale Agreement, and related Share Purchase Agreement and Asset Purchase Agreement, and completed the sale of the media business to an affiliate of Mr. Parnell effective January 1, 2014. In connection with this transaction, Mr. Parnell resigned as National Accounts Director on May 12, 2014 and the Revised Employment Agreement and addendum thereto were terminated immediately.

On May 12, 2014, the Company and Mach One Media Group, Inc. (“Mach One”) entered into a Master Sale Agreement, and related Share Purchase Agreement and Asset Purchase Agreement, pursuant to which Mach One acquired all of the outstanding stock of Media Depot, Inc., a wholly-owned subsidiary of the Company, and acquired the assets and assumed the liabilities of the Company related to the media business effective January 1, 2014. Mach One is an affiliate of Michael D. Parnell, the Company's former Chief Executive Officer, National Accounts Director and Director. In addition, the Company and the Michael D. Parnell Living Trust (the "Parnell Trust") entered into an amendment to the Repurchase Option Agreement dated January 28, 2014, whereby the Company has the option to repurchase up to 800,000 shares of its common stock from the trust at $1.00 per share. The amendment extended the date on which the Company may exercise the right to repurchase the first 200,000 shares from March 15, 2014 to June 15, 2014 such that the Company may, at its option, repurchase 400,000 shares on or before June 15, 2014 and a further 200,000 shares on each of September 15, 2014 and December 15, 2014. As of September 30, 2014, the Company’s option to repurchase 600,000 shares on or before September 15, 2014 had expired. The Company and Mr. Parnell also entered into a Termination and Release Agreement whereby Mr. Parnell resigned as National Accounts Director of the Company effective immediately, his employment agreement was terminated, and all compensation due to Mr. Parnell was extinguished. The agreement also provides for a mutual release of claims by the parties, and an indemnification by the Company of Mr. Parnell in certain circumstances.

Daniel McGroarty

On November 29, 2011, Daniel McGroarty was appointed the Company’s President. On January 1, 2012, the Company entered into an Executive Employment Agreement with Mr. McGroarty employing Mr. McGroarty as its President. Under the terms of the employment agreement, Mr. McGroarty’s salary was $120,000 in year one and was to be negotiated in years two and three. The employment agreement also provided for the grant to Mr. McGroarty of 650,000 shares of restricted Company common stock and further provided that 100,000 shares of common stock that were previously granted to Mr. McGroarty were fully vested as of November 30, 2011. The employment agreement had a three-year term and was automatically renewable for additional one-year periods unless 90 days’ notice is provided by either party.

On August 14, 2013, the Company accepted the resignation of Daniel McGroarty effective July 31, 2013 as President of the Company and its subsidiaries. The parties entered into a Stock Repurchase Option and Severance Agreement whereby: (i) the parties agreed to settle all back pay and compensation claims with a payment of $60,000; (ii) the Company agreed to repurchase 100,000 of shares of its common stock from Mr. McGroarty on or before September 30, 2013 for $100,000 or $1.00 per share, which was subsequently paid; and (iii) the Company paid $40,000 for an option to acquire up to 800,000 shares of our common stock from Mr. McGroarty for $1.00 per share on or before April 30, 2014. The foregoing option was not exercised and on September 15, 2014, the Company entered into a further agreement with Mr. McGroarty pursuant to which the Company agreed, among other things, to repurchase 50,000 shares of its common stock by September 22, 2014 at $1.10 per share and 150,000 shares of its common stock by October 15, 2014 at $1.10 per share and were granted an option to repurchase 400,000 shares of its common stock at $1.10 per share on or before January 1, 2015.

Leases

The Company is obligated under various non-cancelable operating leases for their various facilities.

The Company leases its principal executive offices at 5600 Tennyson Parkway, Suite 240, Plano, Texas 75024-3818. The lease of this 1,588 square foot space is for a term expiring on November 30, 2016, and provides for monthly rental payments of $3,441.

The Company leases a corporate apartment at 5721 Henry Cook Boulevard, Plano, Texas 75024. The lease of this 1,024 square foot space is for a term expiring on February 10, 2015, and provides for monthly rental payments of $1,730.

The Company also leases 5,000 square feet of office and storage space at 120 Vandervoot Street, Salmon, Idaho. The Salmon facility is used by our employees and contractors when they are involved in exploration or other activities relating to our Idaho or Montana claims, and is also used to store tools, materials used in our exploratory activities, and samples collected from the claim sites. This lease provides for monthly rentals of $1,200 and expires November 4, 2014, with an option to renew for an additional term at a rent to be negotiated.

In addition, pursuant to the Settlement Agreement and General Release dated March 15, 2013, and approved by the District Court of Clark County, Nevada, on June 5, 2013, the Company is obligated, under certain circumstances, to assume a lease of certain office space in Salt Lake City, Utah with a monthly rent of $6,000.

The aggregate unaudited future minimum lease payments, to the extent the leases have early cancellation options and excluding escalation charges, are as follows:

Years Ended September 30,	Total
2015	$	63,206
2016		41,288
2017		6,881
2018		-
2019		-
Beyond		-
Total	$	111,375

NOTE 13. SUBSEQUENT EVENTS

The Company evaluates subsequent events, for the purpose of adjustment or disclosure, up through the date the financial statements are available.

On October 23, 2014, the Company sold 40,000 shares of its common stock and warrants to purchase 46,400 shares of common stock to an investor for $100,000. The warrant exercise price was $1.50 per share. The warrants expire on December 31, 2015.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with our financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q.

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “may,” “could,” “should,” “expect,” “plan,” “project,” “strategy,” “forecast,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” or similar expressions help identify forward-looking statements. Additionally, statements concerning future matters such as revenue projections, projected profitability, growth strategies, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are largely based on the expectations of management, which reflect estimates and assumptions made by management. These estimates and assumptions reflect management’s best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Quarterly Report are not guarantees of future performance, and management cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will in fact occur. Our actual results may differ materially from those anticipated, estimated, projected or expected by management. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report.

Current Assets and Operations

U.S. Rare Earths, Inc. (“we”, “us”, “our” or the “Company”) is a rare-earth elements exploration company seeking to identify and ultimately mine commercially-viable sources of domestic rare-earth elements.

We hold approximately 1,250 unpatented lode mining claims that cover approximately 22,000 acres of land in Idaho, Montana and Colorado. In Idaho and Montana our claims are located in the Lemhi Pass Mineral Trend in Lemhi County, Idaho, and Beaverhead and Ravalli Counties, Montana. The claims are grouped into Prospects that include Lemhi Pass, Diamond Creek, North Fork, Last Chance and Sheep Creek. In Colorado, the claims include the Powderhorn Prospect in Gunnison County, and Wet Mountain Prospect in Fremont and Custer Counties.

Our operations are exploratory in nature. We currently do not have any producing properties and further exploration will be required before a final evaluation as to the economic and practical feasibility of any of our properties is determined. As a result, we are considered an exploration stage company under SEC criteria because we have not demonstrated the existence of proven or probable reserves at our properties. Accordingly, as required under SEC guidelines and U.S. GAAP for companies in the exploration stage, all of our investment in mining properties to date has been expensed as incurred and therefore does not appear as assets on our balance sheet. We expect exploration expenditures will continue during 2014 and subsequent years provided that sufficient working capital is available from financing sources. We expect to remain an exploration stage company for the foreseeable future. We will not exit the exploration stage until such time as we demonstrate the existence of proven or probable reserves that meet SEC guidelines. In addition, unless rare-earth elements mineralized material is classified as proven or probable reserves, all expenditures for exploration and development will continue to be expensed as incurred.

Our principal source of liquidity for the next several years will be the continued raising of capital through the issuance of equity or debt securities. We plan to raise funds for each step of our projects and as each step is successfully completed, raise the capital for the next phase. We believe this approach will reduce the cost of capital as compared to trying to raise all of the capital for our anticipated funding needs at once. However, since our ability to raise additional capital will be affected by many factors, most of which are not within our control, no assurance can be given that we will in fact be able to raise the additional capital as needed.

Sale of Media Business

On January 28, 2014, we entered into a binding letter of intent to sell the common stock of Media Depot, Inc., our then media business subsidiary, and certain related media assets of ours to Michael D. Parnell, our former Chief Executive Officer, National Accounts Director and Director, or an affiliate of Mr. Parnell. On May 12, 2014, we completed the sale of the media business to an affiliate of Mr. Parnell effective January 1, 2014.

Results of Operations

The following table presents certain consolidated statement of operations information and presentation of that data as a percentage of change from year-to-year.

Three Months Ended September 30, 2014 Compared to the Three Months Ended September 30, 2013

		Three Months Ended September 30,
		2014			2013			$ Variance			% Variance
Revenues		$	-		$	-		$	-			0%
Cost of revenues			-			-			-			0%
Gross margin			-			-			-			0%
Operating expenses:
Selling, general and administrative expenses			1,383,571			88,859			1,294,712			-1457%
Exploration expense			307,312			655,029			(347,717	)		53%
Total operating expenses			1,690,883			743,888			946,995			-127%
(Loss) from operations			(1,690,883	)		(743,888	)		(946,995	)		-127%
Other income (expense):
	Interest expense		(4,693	)		(14	)		(4,679	)		-33421%
	Loss on debt settlement		-			(56,667	)		56,667			100%
	Loss on legal settlement		(18,000	)		-			(18,000	)		-100%
	Gain on derivative liability		-			266,500			(266,500	)		100%
Total other (expense)			(22,693	)		209,819			(232,512	)		111%
(Loss) before income taxes			(1,713,576	)		(534,069	)		(1,179,507	)		-221%
Income tax expense			-			-			-			0%
(Loss) from continuing operations			(1,713,576	)		(534,069	)		(1,179,507	)		-221%
Income (loss) from discontinued operations			-			215,606			(215,606	)		100%
Net loss		$	(1,713,576	)	$	(318,463	)	$	(1,395,113	)		-438%

Operating Expenses

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended September 30, 2014 and 2013 consisted primarily of expenses related to employees and independent contractors, equity awards, rent, audit, overhead, amortization and depreciation, professional and consulting fees, sales and marketing costs, investor relations, legal, and other general and administrative costs. Selling, general and administrative expenses for the three months ended September 30, 2014 increased $1,294,712 to $1,383,571 as compared to $88,859 for the three months ended September 30, 2013. The increase is primarily related to (i) increased stock-based compensation expense of $912,500; and (ii) increased legal expense of $381,719.

Exploration expenses

Exploration expenses for the three months ended September 30, 2014 consisted of payments to our independent geologist, geoanalysis, claim permit expenses and staking of claims in the North Fork Project in Idaho and the Last Chance Project in Montana. For the three months ended September 30, 2014, expenses consisted primarily of payments to our independent geologist. Exploration expenses for the three months ended September 30, 2014 decreased $347,717 to $307,312 as compared to $655,029 for the three months ended September 30, 2013. The decrease is primarily attributable to decreases in drilling and exploration activities.

Other Expenses

Interest expense for the three months ended September 30, 2014 is related primarily to the financing of our directors’ and officers’ insurance and third party consulting services. Interest expense for the three months ended September 30, 2013 consisted primarily of interest on note payable-related party. Interest expense for the three months ended September 30, 2014 increased $4,679 to $4,693 as compared to $14 for the three months ended September 30, 2013. The increase is primarily attributable to interest expense incurred on the financing of our directors’ and officers’ insurance and payments due to consultants.

In addition, during the three months ended September 30, 2014, we incurred other expense of $18,000 related to loss on legal settlement. During the three months ended September 30, 2013, we incurred losses on debt settlement and derivative liability of $56,667 and $266,500, respectively. During the three months ended September 30, 2013, we also had income from discontinued operations of $215,606.

Net Loss

As a result of the increase in selling, general and administrative expense, increase in interest expense, increase in loss on legal settlement, decrease in gain on derivative liability and decrease in income from continuing operations, offset by decreases in exploration expense and loss on debt settlement the net loss for the three months ended September 30, 2014, was $1,713,576 as compared to a net loss of $318,463 for the three months ended September 30, 2013.

Nine Months Ended September 30, 2014 Compared to the Nine Months Ended September 30, 2013

		Nine Months Ended September 30,
		2014			2013			$ Variance			% Variance
Revenues		$	-		$	-		$	-			0%
Cost of revenues			-			-			-			0%
Gross margin			-			-			-			0%
Operating expenses:
Selling, general and administrative expenses			4,592,163			675,846			3,916,317			-579%
Exploration expense			845,611			1,201,790			(356,179	)		30%
Total operating expenses			5,437,774			1,877,636			3,560,138			-190%
(Loss) from operations			(5,437,774	)		(1,877,636	)		(3,560,138	)		-190%
Other income (expense):
	Interest expense		(7,017	)		(25,581	)		18,564			73%
	Loss on debt settlement		-			(1,282,650	)		1,282,650			100%
	Loss on legal settlement		(349,000	)		(10,923,600	)		10,574,600			97%
	Loss on derivative liability		-			(539,500	)		539,500			100%
Total other (expense)			(356,017	)		(12,771,331	)		12,415,314			97%
(Loss) before income taxes			(5,793,791	)		(14,648,967	)		8,855,176			60%
Income tax expense			-			-			-			0%
(Loss) from continuing operations			(5,793,791	)		(14,648,967	)		8,855,176			60%
Income (loss) from discontinued operations			1,230			103,692			(102,462	)		99%
Net loss		$	(5,792,561	)	$	(14,545,275	)	$	8,752,714			60%

Operating Expenses

Selling, general and administrative expenses

Selling, general and administrative expenses for the nine months ended September 30, 2014 and 2013 consisted primarily of expenses related to employees and independent contractors, equity awards, rent, audit, overhead, amortization and depreciation, professional and consulting fees, sales and marketing costs, investor relations, legal, and other general and administrative costs. Selling, general and administrative expenses for the nine months ended September 30, 2014 increased $3,916,317 to $4,592,163 as compared to $675,846 for the nine months ended September 30, 2013. The increase related to (i) increased stock-based compensation expense of $2,737,500; (ii) increased legal expense of $525,651; (iii) increased consulting expense of $405,611; (iv) increased compensation of $238,967; and (v) other increases in selling, general and administrative expenses of $8,558.

Exploration expenses

Exploration expenses for the nine months ended September 30, 2014 consisted of payments to our independent geologist, geoanalysis, claim permit expenses and staking of claims in the North Fork Project in Idaho and the Last Chance Project in Montana. For the nine months ended September 30, 2014, expenses consisted primarily of payments to our independent geologist. Exploration expenses for the nine months ended September 30, 2014 decreased $356,179 to $845,611 as compared to $1,201,790 for the nine months ended September 30, 2013. The decrease is primarily attributable to decreases in drilling and exploration activities.

Other Expenses

Interest expense for the nine months ended September 30, 2014 is related primarily to the financing of our directors’ and officers’ insurance and third party consulting services. Interest expense for the nine months ended September 30, 2013 consisted primarily of interest on note payable-related party and convertible debentures-related party. Interest expense for the nine months ended September 30, 2014 decreased $18,564 to $7,017 as compared to $25,581 for the nine months ended September 30, 2013. The decrease is primarily attributable to the conversion of the note payable-related party and convertible debentures-related party into equity during 2013.

In addition, during the nine months ended September 30, 2014, we incurred other expense of $349,000 in non-cash items related to loss on legal settlement, offset by gain on disposition of the media subsidiaries of $1,230. During the nine months ended September 30, 2013, we incurred losses on debt settlement, legal settlement, and derivative liability of $1,282,650, $10,923,600, and $539,500, respectively. During the nine months ended September 30, 2013, we also had income from discontinued operations of $103,692.

On March 8, 2013, we entered into an Option Purchase Agreement with Lattimore Properties, pursuant to which we granted Lattimore Properties a three-year option to purchase up to 3,000,000 shares of our common stock for a purchase price of $75,000. The effectiveness of the option was conditioned on settlement of litigation pending in the District Court of Clark County, Nevada and the U.S. District Court for Utah. On June 5, 2013, the District Court of Clark County, Nevada approved the Settlement Agreement and General Release by and among the Company, on the one hand, and H. Deworth Williams, Edward F. Cowle, Geoff Williams, and Blue Cap Development Corp., on the other hand. We valued the option at $1.73 per share using Black Scholes methodology and expensed $5,103,600, net of the $75,000 paid by Lattimore Properties as loss on legal settlement during the nine months ended September 30, 2013.

Pursuant to the terms of the Settlement Agreement, we agreed to issue 3,000,000 shares of our common stock at a price of $1.00 per share to Kevin Cassidy, and certain affiliates as compensation for the consulting services. On October 7, 2013, we issued 3,000,000 shares of common stock to Kevin Cassidy, as payment in full for the accrued liability associated with the consulting services. We valued the 3,000,000 shares at the June 5, 2013 closing price of our common stock of $1.94 per share and expensed $5,820,000 as loss on legal settlement during the nine months ended September 30, 2013.

Net Loss

As a result of the decreases in exploration expense, interest expense, losses on debt settlement, legal settlement, and derivative liability, offset by the increase in selling, general and administrative expenses, and a decrease in income from continuing operations, the net loss for the nine months ended September 30, 2014, was $5,792,561 as compared to a net loss of $14,545,275 for the nine months ended September 30, 2013.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable, and capital expenditures.

To date, we had no revenues from our rare-earth elements properties. At September 30, 2014, we had cash of $451 and a working capital deficit of $3,577,704. At December 31, 2013, we had cash of $2,216,102 and a working capital deficit of $2,033,090. This decrease in cash was due primarily to repurchases of shares and operating losses during the nine months ended September 30, 2014. During the nine months ended September 30, 2014, we raised approximately $1,492,500 through the sale of our common stock and warrants. We expect the discontinuation of the media business to provide an immaterial improvement to our cash flow since our operating expenses exceeded revenues for each of the last two fiscal years.

The opinion of our independent registered public accounting firm on our audited financial statements as of and for the year ended December 31, 2013 contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon raising capital from financing transactions.

Operating Activities. Net cash used in operating activities for the nine months ended September 30, 2014 was $2,473,238. This amount was primarily related to a net loss of $5,792,561 offset by $3,237,172 in non-cash expenses related to: (i) stock-based compensation and shares issued to directors and consultants for services of $2,867,000; (ii) a loss on legal settlement of $349,000; and (iii) other non-cash expenses of $21,172. Net cash used in operating activities for the nine months ended September 30, 2013 was $1,875,521. This amount was primarily related to a net loss of $14,545,275, decreases in accounts payable and accrued expenses of $730,993, offset by $13,596,599 in non-cash expenses related to: (i) a loss on legal settlement of $10,923,600; (ii) a loss on debt settlement of $1,282,650; (iii) a loss on derivative liabilities of $539,500; (iv) common shares issued for services and liabilities of $836,128; and (v) other non-cash expenses of $14,721.

Investing Activities. Net cash used in investing activities for the nine months ended September 30, 2014 was $22,294, related to the purchase of fixed assets. Net cash used in investing activities for the nine months ended September 30, 2013 was $45,411, related to the purchase of fixed assets.

Financing Activities. Net cash provided by financing activities for the nine months ended September 30, 2014 was $279,881. This amount was primarily related to: (i) proceeds from our sale of common stock and warrants of $1,492,500; and (ii) proceeds from short-term notes payable of $190,251. This was offset by: (i) cash paid for common stock repurchases of $1,354,999, primarily pursuant to shares of common stock acquired during December 31, 2013; (ii) cash paid for deferred financing costs of $27,050; and (iii) cash paid for repayment of short term notes payable of $20,821. Net cash provided by financing activities for the nine months ended September 30, 2013 was $4,355,000. This amount was related to proceeds from the sale of common stock and options of $4,205,000, and proceeds from related party notes payable of $250,000. This was offset by cash paid for common stock repurchases of $100,000.

Our business plan calls for significant expenses in connection with the exploration of our claims and we have budgeted expenditures for the next twelve months of approximately $7,158,000. To date, we have principally financed our operations through the sale of shares of our common stock and the issuance of debt. We do not currently have sufficient funds to conduct continued exploration on our claims and require additional financing in order to determine whether the claims contain economically viable quantities of reserves of rare-earth elements mineralization. We will also require additional financing if the costs of the exploration of the claims are greater than anticipated. We will also require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. Our recent efforts to generate additional liquidity, including through sales of our common stock and the issuance of secured convertible debentures, are described in more detail in the financial statement notes. Obtaining additional financing would be subject to a number of factors, including the market prices for rare-earth elements, investor acceptance of our properties and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, we cannot assure you that additional financing will be available when needed on favorable terms, or at all. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders will experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will have to curtail our plans and possibly cease our operations.

If commercially viable rare-earth element reserves are proven, additional capital will be needed to actually develop and mine those reserves. Even if such reserves are found, we will not be able to develop our mining operations should we be unable to obtain the necessary financing.

Our contractual cash obligations as of September 30, 2014 are summarized in the table below:

			Less Than						Greater Than
Contractual Cash Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years
Operating leases	$	111,375	$	63,206	$	48,169	$	-	$	-
Capital lease obligations		-		-		-		-		-
Short term note payable		169,430		169,430		-		-		-
Payments under Stock Repurchase Option Agreements (1)		1,144,000		1,144,000		-		-		-
	$	1,424,805	$	1,376,636	$	48,169	$	-	$	-

(1)

We entered into repurchase option agreements with existing stockholders, including Harvey Kaye, Edward Cowle, H. Deworth Williams, Daniel McGroarty, and an affiliate of Michael Parnell, under which we (i) acquired 100,000 shares of our common stock at $1.00 per share during September 2013, (ii) acquired 952,001 shares of our common stock at $1.00 per share during October 2013, and (iii) acquired 2,268,999 shares of our common stock at $1.00 per share during December 2013 with a portion of the payment in the amount of $1,344,999 made during the quarter ended March 31, 2014 and the balance of $924,000 currently due and payable. In addition, we have agreed with Mr. McGroarty to repurchase 50,000 shares of our common stock by September 22, 2014 at $1.10 per share and 150,000 shares of our common stock by October 15, 2014 at $1.10 per share. As of November 3, 2014, we had not repurchased these shares and the balance of $220,000 is currently due and payable. We intend to satisfy the remaining repurchase obligation of $1,144,000 from proceeds of future financings from time to time.

Off-Balance Sheet Arrangements

We have no 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 stockholders.

Critical Accounting Policies and Estimates

The application of U.S. GAAP involves the exercise of varying degrees of judgment. On an ongoing basis, we evaluate our estimates and judgments based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe that of our significant accounting policies (see summary of significant accounting policies more fully described in Note 2 to the financial statements set forth in this report), the following policies involve a higher degree of judgment and/or complexity:

Cash and Cash Equivalents

We classify highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. We maintain cash balances at various financial institutions. Balances at U.S. banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. As of September 30, 2014, we had $0 deposited in uninsured cash accounts.

Property and Equipment

Equipment consists of machinery, furniture, fixtures and software, which are stated at cost less accumulated depreciation and amortization. Depreciation is computed by the straight-line method over the estimated useful lives or lease period of the relevant asset, generally five to seven years.

Mineral Properties

Costs of acquiring mineral properties are capitalized by project area upon purchase of the associated claims. Costs to maintain the mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.

Long-Lived Assets

We review our long-lived assets for impairment annually or when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to us are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results.

Mineral Exploration and Development Costs

All exploration expenditures are expensed as incurred. Exploration expenditures include direct exploration costs, as well as certain indirect costs allocated to exploration expense. Significant property acquisition payments for active exploration properties are capitalized. If no minable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned.

Should a property be abandoned, its capitalized costs are charged to operations. We charge to operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

Value Measurements and Financial Instruments

Recently Issued Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We have no investments in any market risk sensitive instruments either held for trading purposes or entered into for other than trading purposes.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

As of September 30, 2014, our management conducted an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based on this evaluation, management concluded that our disclosure controls and procedures were not effective at September 30, 2014.

Changes in Internal Controls

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the three months ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURE.

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities from the Federal Mine Safety and Health Administration, or MSHA, under the Federal Mine Safety and Health Act of 1977, or the Mine Act. During the quarter ended September 30, 2014, we did not have any projects that were in production and as such, were not subject to regulation by MSHA under the Mine Act.

ITEM 5. OTHER INFORMATION.

Authorization of Reverse Split

On July 17, 2014, our board of directors adopted a resolution authorizing, but not requiring, it to amend its articles of incorporation to effect a reverse split of our common stock at a ratio of not less than 1-for-2 nor more than 1-for-3. On July 31, 2014, stockholders holding a majority of the outstanding shares of our common stock have approved the reverse stock split by written consent. On October 2, 2014, our board of directors authorized the ratio to be set at 1-for-3. As of November 3, 2014, the Company has not effected a reverse split of our common stock.

Unregistered Sale of Securities

On October 23, 2014, we sold 40,000 shares of our common stock and a warrant to purchase 46,400 shares of our common stock exercisable at $1.50 per share expiring December 31, 2015, for $100,000 to an accredited investor. The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), since, among other things, the transaction did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof. The investor represented that it was an accredited investor, was acquiring the securities for its own account for investment purposes only and not with a view to resale or distribution to others and that it could bear the risks of the investment. The sale of the foregoing securities was made without any form of general solicitation or advertising and all of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

ITEM 6. EXHIBITS.

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

Exhibit No.		Description
31.1		Certification by Chief Executive Officer pursuant to Rule 13a-14(a).

31.2		Certificate by Chief Financial Officer pursuant to Rule 13a-14(a).

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

101		The following materials from U.S. Rare Earth’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 are formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flow, and (iv) Notes to Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, U.S. Rare Earths, Inc. (the "Registrant") has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	U.S. RARE EARTHS, INC.


Date: November 4, 2014	By:	/s/ Kevin M. Cassidy
		Kevin M. Cassidy
		Chief Executive Officer and Director (Principal Executive Officer)


	By:	/s/ F. Scott Chrimes
		F. Scott Chrimes
		Chief Financial Officer (Principal Financial and Accounting Officer)

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