SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) November 22, 2017
Earth Minerals, Inc.
(Exact name of registrant as specified in
or other jurisdiction
South Sixth, Panaca, Nevada
of principal executive offices)
telephone number, including area code: 800-920-7507
name or former address, if changed since last report.)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12)
communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))
communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company ☐
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Entry into a Material Definitive Agreement
November 1, 2017, the Board of Directors of U.S. Rare Earth Minerals, Inc. (“Company”) adopted a Resolution to empower
the Executive Committee, consisting of Chairman Larry Bonafide, Secretary/Treasurer Donita R. Kendig and President Quincy Farber,
to negotiate a contract with M Strata, LLC for the acquisition of nine (9) unpatented Eagle Placer Mining Claims. The Resolution
further authorized said Committee to offer up to 70,500,000 shares of unregistered common stock upon reaching a final Definitive
Agreement with M Strata, LLC.
November 18, 2017, the committee concluded a final Definitive Agreement with M Strata, LLC containing the following material points:
LLC (“Seller”) agreed to forgive all of the outstanding debt owed to it by
Company due to the fact that Company was unable to pay said debt. Said outstanding debt
owed by Company to Seller exceeded $254,000.|
will transfer to Company the ownership and title to nine mining claims located in or
near Panaca, Nevada known as Eagle 3,4,5,6,7,8 9,10, and 11 upon closing of the transaction
which is scheduled prior to the end of November, 2017.|
will issue to Seller or its assigns, 67,500,000 shares of unregistered common stock from
the treasury of Company. Seller made no representation or warranty to Company as to the
value of any of the mining claims transferred to Company. Any value assigned to the mining
claims by Company, for financial reporting purposes, are based on evaluations of Company
and its officers and directors only and not based on any evaluation made by Seller. Company
acknowledged that Seller has advised it that Seller has not conducted any evaluations
of the value of the said mining claims transferred and has also advised Company that
Seller has not formed an opinion as to the value of said nine mining claims transferred.
(This transaction eliminates the Company from having to pay $10,800 per month for a minimum
purchase of Excelerite each month, which the Company is unable to pay.|
shall issue to Seller, or its assigns, 3,000,000 shares of unregistered common stock
and Seller shall agreed to cancel outstanding debt owed by Company to Seller (which Company
does not have the ability to pay) and which amounts to in excess of $254,000.|
November 20, 2017, the Board of Directors voted to ratify the Agreement of November 18, 2017 as signed by the Executive Committee
and Seller. The Board also instructed the Chief Financial Officer to prepare a pro-forma, unaudited Balance Sheet reflecting the
financial changes resulting from the terms of the Agreement to be dated November 20, 2017 and become an Exhibit to this 8-K.
– Termination of a Material Definitive Agreement
November 20, 2017, the Board of Directors voted to accept Seller’s letter terminating the First Amended and Restated
Agreement dated December 9, 2013, thereby eliminating the Company’s requirement to purchase a minimum of $10,800 of material
– Completion of Acquisition or Disposition of Assets
November 18, 2017, the Company completed the acquisition of nine (9) Unpatented Placer Mining Claims consisting of approximately
1,000 acres in the vicinity of Panaca, Nevada. These claims contain significant deposits of Montmorillonite clay and are valued
at $675,000 by the Company on the Company’s balance sheet.
– Changes in Control of Registrant
5.01(a): On November 18, 2017, the Company ordered the issuance of 70,500,000 shares of its Unregistered Common Stock to AFCC,
LLC (a Wyoming LLC) co-managed by Robert T. Yarbray and Henry Casden as consideration for acquisition described in paragraph 2.01
above.. AFCC, LLC controls approximately 67% of the Company's outstanding shares.
– Financial Statements and Exhibits
9.01(b): Any acquisition or disposition transaction reportable under Item 2.01
as Exhibit “A” is the Company’s pro-forma (un-audited) Balance Sheet dated November 20, 2017 reflecting the
financial changes incurred pursuant to 2.01 above.
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
RARE EARTH MINERALS, INC. |
November 22, 2017
D. Quincy Farber|
President and Director
Chief Financial Officer and Director