form10ka.htm

0001013762-10-002458.txt : 20101015 0001013762-10-002458.hdr.sgml : 20101015 20101015170834 ACCESSION NUMBER: 0001013762-10-002458 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 19 CONFORMED PERIOD OF REPORT: 20100630 FILED AS OF DATE: 20101015 DATE AS OF CHANGE: 20101015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Rare Earths & Materials, Corp. CENTRAL INDEX KEY: 0000797662 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 880218411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15260 FILM NUMBER: 101126306 BUSINESS ADDRESS: STREET 1: 200 QUEENS QUAY EAST STREET 2: UNIT 1 CITY: TORONTO, STATE: A6 ZIP: M5A 4K9 BUSINESS PHONE: 416-362-2121 MAIL ADDRESS: STREET 1: 200 QUEENS QUAY EAST STREET 2: UNIT 1 CITY: TORONTO, STATE: A6 ZIP: M5A 4K9 FORMER COMPANY: FORMER CONFORMED NAME: ELEMENT 21 GOLF CO DATE OF NAME CHANGE: 20040219 FORMER COMPANY: FORMER CONFORMED NAME: BRL HOLDINGS INC DATE OF NAME CHANGE: 20011212 FORMER COMPANY: FORMER CONFORMED NAME: BIORELEASE CORP DATE OF NAME CHANGE: 19930809 10-K/A 1 form10ka.htm AMERICAN RARE EARTHS & MATERIALS, CORP. FORM 10K/A form10ka.htm

UNITED STATES

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K/A

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2010

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to __________________

Commission File No. 000-15260

American Rare Earths and Materials, Corp.

(Name of Small Business Issuer in its Charter)

Nevada		98-0669413
(State or Other Jurisdiction of incorporation or organization)		(I.R.S. Employer I.D. No.)

200 Queens Quay East, Unit #1, Toronto, Ontario, Canada, M5A 4K9

(Address of Principal Executive Offices)

Registrant’s Telephone Number: 416-362-2121

Element 21 Golf Company

(Former name and former address, if changed since last Report)

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

Securities Registered under Section 12(g) of the Exchange Act: Common Stock, one-cent ($0.01) Par Value

Indicate by check mark if the issuer is not required to give reports pursuant to Section 13 or 15(d) of the Exchange Act. o

Indicate by check mark whether the Issuer (1) 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.

Yes x No o

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- K or any amendment to this Form 10-K. x

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 “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨	Smaller reporting company x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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

Issuer’s revenues for its most recent fiscal year: June 30, 2010 = $4,341,362

As of December 31, 2009 there were approximately 11,294,573 shares of our common voting stock held by non-affiliates having a market value of approximately $8,470,930 on such date. Without asserting that any director or executive officer of the issuer, or the beneficial owner of more than five percent of the issuer’s common stock, is an affiliate, the shares of which they are the beneficial owners have been deemed to be owned by affiliates solely for this calculation.

As of September 24, 2010, there were 22,636,657 shares of common stock of the Issuer outstanding.

EXPLANATORY NOTE

The annual report of American Rare Earths and Materials, Corp. (“Registrant” or the “Company”)), for the fiscal year ended June 30, 2010, filed on Form 10-K with the Securities and Exchange Commission (the “SEC”) on September 24, 2010, is hereby amended solely for the purpose of filing the attached exhibits.

ITEM 15 EXHIBITS

Exhibit No.		Exhibit Description
3(i)(1)		Amended Certificate of Incorporation of the Company, incorporated herein by reference to the Company’s Registration Statement on Form S-1, as amended, File No. 33-43976 filed on November 14, 1991.

3(i)(2)		Certificate of Amendment to Amended Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K dated May 12, 2006.

3(i)(3)		Certificate of the Powers, Designations, Preferences and Rights of the Series A Convertible Preferred Stock, $0.10 par value per share, incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K dated February 24, 2006.

3(i)(4)		Certificate of the Powers, Designations, Preferences and Rights of the Series B Convertible Preferred Stock, $0.10 par value per share, incorporated herein by reference to Exhibit 3(i) to the Company’s Form 8-K dated August 3, 2006.

3(i)(5)		Certificate of the Powers, Designations, Preferences and Rights of the Series B Convertible Preferred Stock, $0.10 par value per share, incorporated herein by reference to Exhibit 3(i) to the Company’s Form 8-K dated June 18, 2007.

3(i)(6)		Amended and Restated Certificate of the Powers, Designations, Preferences and Rights of the Series B Convertible Preferred Stock, $0.10 par value per share, dated July 10, 2009, incorporated herein by reference to Exhibit 4.12 to the Company’s Form 8-K filed on August 3, 2009.

3(ii)(1)		Amended and Restated Bylaws of the Company, incorporated herein by reference to the Company’s Registration Statement on Form S-1, as amended, File No. 33-43976 filed on November 14, 1991.

3(ii)(2)		Certificate of Amendment to the Certificate of Incorporation of the Company to effectuate a 1 for 20 reverse stock split of the Company’s issued and outstanding shares of common stock, incorporated herein by reference to the Company’s Form 8-K dated April 24, 2008.

3(iii)		Audit Committee Charter, incorporated by reference to Exhibit 3(iii) to the Company’s Form 10-K, filed on September 24, 2010.

4.1		Form of Element 21 Golf Company 10% Convertible Promissory Note, incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K dated February 24, 2006.

4.2		Element 21 Golf Company 10% Convertible Promissory Note issued to Oleg Muzyrya, incorporated herein by reference to Exhibit 4.3 to the Company’s Form 8-K dated February 24, 2006.

4.3		Common Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.4 to the Company’s Form 8-K dated February 24, 2006.

4.4		Form of Element 21 Golf Company 10% Convertible Promissory Note, incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K dated May 23, 2006.

4.5		Common Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K dated May 23, 2006.

4.6		Form of Warrant for Purchase of 3,750,000 Shares of Common Stock dated July 31, 2006, incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K dated August 3, 2006.

4.7		Form of Warrant for Purchase of 5,073,530 Shares of Common Stock dated July 31, 2006, incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K dated August 3, 2006.

4.8		Form of Warrant for Purchase of 3,750,000 Shares of Common Stock dated July 31, 2006, incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K dated December 1, 2006.

4.9		Form of Warrant for Purchase of 5,073,530 Shares of Common Stock dated July 31, 2006, incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K dated December 1, 2006.

4.10		Common Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K dated June 18, 2006.

4.11		Form of Warrant for Purchase of 5,882,400 Shares of Common Stock dated June 15, 2007, incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K dated June 18, 2007.

10.1		Series A Convertible Preferred Stock Exchange Agreement and Acknowledgement dated as of February 22, 2006, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated February 24, 2006.

10.2		Element 21 Golf Company 2006 Equity Incentive Plan, incorporated herein by reference to Annex C to the Company’s Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed on April 7, 2006.

10.3		Form of Subscription Agreement for Shares of Series B Convertible Preferred Stock dated as of July 31, 2006, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated August 3, 2006.

10.4		Form of Subscription Agreement for Shares of Series B Convertible Preferred Stock dated as of November 30, 2006, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated August 3, 2006.

10.5		Form of Subscription Agreement for Shares of Series B Convertible Preferred Stock dated as of June 15, 2007, incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K dated June 18, 2007.

10.6		Form of Subscription Agreement for Shares of Common Stock dated as of June, 2007, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated June 18, 2007

10.7		License Agreement with Advanced Light Alloys Corporation dated as of June 21, 2007 incorporated by reference to exhibit 10.1 to the Company’s Form 10K dated June 21, 2007.

10.8		Consulting Agreement with Nataliya Hearn dated as of January 4, 2006 incorporated by reference to exhibit 10.4 to the Company’s Form 10K dated October 13, 2006.

10.9		Consulting Agreement with John Grippo dated as of November 10, 2005 incorporated by reference to exhibit 10.5 to the Company’s Form 10K dated October 13, 2006.

10.10		Extension and Modification of Promissory Note, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on April 22, 2009.

10.11		Investment Banking Agreement with Legend Securities, Inc., incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on December 15, 2009.

10.12		Trademark License and Product Distribution Agreement, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on January 20, 2010.

10.13		Management Agreement with Zeroloft Corp., incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on January 20, 2009

10.14		Consulting Agreement with Gaynell Douglas dated May 1, 2010.++

10.15		Consulting Agreement with Yell Services, dated October 1, 2009.++

10.16		Consulting Agreement with Altaf Kassam, dated October 1, 2009.++

10.17		Consulting Agreement with Tolkun Salieva, dated October 1, 2009.++

10.18		Consulting Agreement with Charles E. Fitzgerald, dated May 1, 2010.++

10.19		Employment Agreement with Nataliya Hearn, Ph.D., dated January 1, 2009.++

10.20		Consulting Agreement with Dorset Solutions, Inc, dated November 19, 2009.++

10.21		Consulting Agreement with Dorset Solutions, Inc, dated January 1, 2010.++

14.1		Code of Conduct and Ethics, incorporated by reference to Exhibit 14.1 to the Company’s Form 10-K, filed on September 24, 2010.

31.1		Rule 13a-14(a)/15a-14(a) Certifications of Chief Executive Officer ++

31.2		Rule 13a-14(a)/15a-14(a) Certifications of Chief Financial Officer ++

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ++

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ++

++ filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	AMERICAN RARE EARTHS AND MATERIALS, CORP.


Date: October 15, 2010	By:	/s/ Nataliya Hearn
		Nataliya Hearn, Ph.D.
		President and Chairperson

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Each person whose signature appears below hereby authorizes Nataliya Hearn and Werner Zapfe, or any of them, as attorneys-in-fact to sign on his behalf, individually, and in each capacity stated below, and to file all amendments and/or supplements to this Annual Report on Form 10-K.

Date: October 15, 2010	By:	/s/ Nataliya Hearn
		Nataliya Hearn, Ph.D.
		President, Chief Executive Officer and Chairperson


Date: October 15, 2010	By:	/s/ Werner Zapfe+
		Werner Zapfe
		Director

Date: October 15, 2010	By:	/s/ Mary Bryan+
		Mary Bryan
		Director

Date: October 15, 2010	By:	/s/ Errol Farr+
		Errol Farr
		Director

Date: October 15, 2010	By	/s/ Philip Clark
		Philip Clark, CA, CPA, CFA
		Chief Financial Officer

+ by Nataliya Hearn, Ph.D. as attorney-in-fact

EX-10.14 2 ex1014.htm EXHIBIT 10.14 ex1014.htm

EXHIBIT 10.14

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement"), effective as of May 1, 2010 is entered into by and between, Element 21 Golf Company, a Delaware corporation (herein referred to as the "Company"), and Gaynell Douglas, (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

RECITALS

WHEREAS, the Company desires to engage the Consultant to perform the Consulting Services (as such term is defined below) pursuant to and in accordance with the terms of this Agreement;

WHEREAS, the Consultant wishes to provide the Consulting Services to the Company pursuant to and in accordance with the terms of this Agreement;

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. Term of Consultancy. The Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide the Consulting Services to the Company during the period commencing on the date first above written and ending on January 31, 2011, unless this Agreement is earlier terminated by either party hereto.

2. Duties of Consultant. The Consultant agrees that it will generally provide the following specified consulting services to the Company (the "Consulting Services") related to Zeroloft applications in Greenhouses and other agricultural uses.

3. Allocation of Time and Energies. The Consultant hereby promises to perform the Consulting Services and discharge faithfully the responsibilities which may be assigned to the

Consultant from time to time by the officers and duly authorized representatives of the Company pursuant to this Agreement, so long as such activities are in compliance with applicable laws and regulations. Consultant and its staff, if any, shall diligently and thoroughly provide the Consulting Services required hereunder. Although no specific hours-per-day requirement will be required. Consultant and the Company agree that Consultant will perform its duties hereunder in a diligent and professional manner. It is explicitly understood that Consultant's performance of its duties hereunder will in no way be measured by the price of the Company's common stock, nor the trading volume of the Company's common stock.

4. Remuneration. As full and complete compensation for services described in this Agreement, the Company shall compensate the Consultant as follows:

(a) For agreeing to undertake this engagement and for performance of the services described above, the Consultant shall be paid $10,000 per month paid in S-8 registered shares of the Company's Common Stock. $.01 par value per share (the "Shares") with issue price based on the last 5 day weighted average. The issued shares would have been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the Securities. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company will derive a substantial benefit from the execution of this A greement and the ability to announce its relationship with Consultant. The Shares therefore, constitute payment in full for Consultant's agreement to provide the Consulting Services to the Company and represent a nonrefundable, non-apportionable. and non-ratable retainer. The Shares are not a prepayment for future services. If and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares, it is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Company's shares or assets, the Consultant shall retain and will not be requested by the Company to return any of the Shares.

(b) Upon the Company's transfer to the Consultant of the Shares, the Company shall cause to be issued a certificate representing the Shares. The Company hereby represents and warrants to the Consulting that the Shares shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of the shares to Consultant shall have been duly authorized by the Company's board of directors.

(c) In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of his, her or its knowledge, as follows:

(i) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested.

(ii) Consultant's investment in the Shares is reasonable in relation to the Consultant's net worth, which is in excess often (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulat ion D promulgated under the Securities Act of 1933 and (ii) a purchaser described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, as amended.

(iii) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

(iv) Consultant is not receiving any of the Shares in exchange for assisting the Company in any fundraising activities.

5. Non-Assignabilitv of Services. Consultant's services under this Agreement are offered to Company only and may not be assigned by Company to any entity with which Company merges or which acquires the Company or substantially all of its assets.

6. Expenses. Consultant expenses related to the Companies' work (phone, mailing, labor. etc.), are full responsibility of the consultant.

7. Representations. Consultant represents that it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the services set forth herein. Consultant acknowledges that, to the best of its knowledge, the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Consultant. Consultant acknowledges that, to the best of its knowledge, Consultant and its officers and directors are not the s ubject of any investigation, claim. decree or judgment involving any violation of the Securities and Exchange Commission ("SEC") or applicable securities laws. Consultant further acknowledges that it is not securities Broker-Dealer or a registered investment advisor. Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company.

8. Termination. This Agreement may be terminated by either party hereto upon 30 days advance written notice to the other party hereto.

9. Legal Representation. The Company acknowledges that it has been represented by independent legal counsel in the preparation of this Agreement. Consultant represents that it has consulted with independent legal counsel and/or tax, financial and business advisors, to the extent the Consultant deemed necessary.

10. Status as Independent Contractor. Consultant's engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or other agent of the Company. Neither party to this Agreement shall represent or hold itself out to be the employer or employee of the other. Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the Company will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll taxes. All such income taxes and other such payment shall be made or provided for by Consultant and the Company shall have no responsibility or duties regarding such matters. Neither the Company nor the Consultant possesses the authority to bind each other in any agreements without the express written consent of the entity to be bound.

11. Attorney's Fees. If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

12. Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party.

13. Choice of Law. Jurisdiction and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware. The parties agree that Delaware will be the venue of any dispute and will have jurisdiction over all parties.

14. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the alleged breach thereof, or relating to Consultant's activities or remuneration under this Agreement, shall be settled by binding arbitration in Delaware, in accordance with the applicable rules of arbitration, and judgment on the award rendered by the arbitrators) shall be binding on the parties and may be entered in any court having jurisdiction as provided by Paragraph 13 herein.

15. Complete Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change. modification, extension or discharge is sought.

AGREED TO:

ELEMENT 21 GOLF COMPANY

_____________________________

By: Nataliya Hearn, President, CEO

Date: May 1, 2010

CONSULTANT

_____________________________

By: Gaynell Douglas

Date: May 1, 2010

EX-10.15 3 ex1015.htm EXHIBIT 10.15 ex1015.htm

EXHIBIT 10.15

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement"), effective as of October 1, 2009 is entered into by and between, Element 21 Golf Company, a Delaware corporation (herein referred to as the "Company"), and Yell Services, a Texas corporation (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

RECITALS

WHEREAS, the Company desires to engage the Consultant to perform the Consulting Services (as such term is defined below) pursuant to and in accordance with the terms of this Agreement;

WHEREAS, the Consultant wishes to provide the Consulting Services to the Company pursuant to and in accordance with the terms of this Agreement;

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. Term of Consultancy. The Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide the Consulting Services to the Company during the period commencing on the date first above written and ending on September 30, 2010, unless this Agreement is earlier terminated by either party hereto.

2. Duties of Consultant. The Consultant agrees that it will generally provide the following specified consulting services to the Company (the "Consulting Services"):

•	Assist the Company in sourcing of materials;

•	Consult and assist the Company in developing and implementing appropriate plans and means for presenting the Company and its business plans, strategy and personnel to the financial community, establishing an image for the Company ;

•	Introduce the Company to manufacturers and producers;

•	With the cooperation of the Company, maintain an awareness during the term of this Agreement of the Company's plans, strategy and personnel, as they may evolve during such period, and consult and assist the Company in communicating appropriate information regarding such plans;

•	At the Company's request, review the purpose of advising the Company thereof; and. production, design and manufacturing plans

•	Otherwise perform as the Company's consultant for manufacturing.

3. Allocation of Time and Energies. The Consultant hereby promises to perform the Consulting Services and discharge faithfully the responsibilities which may be assigned to the Consultant from time to time by the officers and duly authorized representatives of the Company pursuant to this Agreement, so long as such activities are in compliance with applicable laws and regulations. Consultant and its staff if any, shall diligently and thoroughly provide the Consulting Services required hereunder. Although no specific hours-per-day requirement will be required. Consultant and the Company agree that Consultant will perform its duties hereunder in a diligent and professional manner. It is explicitly understood that Consultant's performance of its duties hereunder will in no way be measured by the price of the Company's common stock, nor the trading volume of the Company's common stock.

4. Remuneration. As full and complete compensation for services described in this Agreement, the Company shall compensate the Consultant as follows:

(a) For agreeing to undertake this engagement and for performance of the services described above, the Consultant shall be issued Rule 144 70,000 shares per month of the Company's Common Stock. $.01 par value per share (the "Shares") with issue price based on 5 day closing average as of October 1. 2009. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company will derive a substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Shares therefore, constitute payment in full for Consultant's agreement to provide the Consulting Services to the Company and represent a nonrefundable, non-apportionable. and non-ratable retainer. The Shares are not a prepayment for future services. If and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares, it is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Company's shares or assets, the Consultant shall retain and will not be requested by the Company to return any of the Shares.

(c) Consultant acknowledges that the Shares have NOT been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the Securities.

(d) In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of his, her or its knowledge, as follows:

(ii) Consultant's investment in the Shares is reasonable in relation to the Consultant's net worth, which is in excess often (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933. and (ii) a purchaser described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, as amended.

(iv) Consultant is not receiving any of the Shares in exchange for assisting the Company in any fundraising activities.

6. Expenses. Consultant expenses related to the Companies' work (phone, mailing, labor. etc.), will be reimbursed. For travel to Russia and Asia, the consultant will receive $300 per day stipend.

7. Representations. Consultant represents that it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the services set forth herein. Consultant acknowledges that, to the best of its knowledge, the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Consultant. Consultant acknowledges that, to the best of its knowledge, Consultant and its officers and di rectors are not the subject of any investigation, claim. decree or judgment involving any violation of the Securities and Exchange Commission ("SEC") or applicable securities laws. Consultant further acknowledges that it is not a securities Broker-Dealer or a registered investment advisor. Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company.

8. Termination. This Agreement may be terminated by either party hereto upon 30 days advance written notice to the other party hereto.

10. Status as Independent Contractor. Consultant's engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or other agent of the Company. Neither party to this Agreement shall represent or hold itself out to be the employer or employee of the other. Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the Company will not withhold from such consideration any amounts as to income taxes, social security p ayments or any other payroll taxes. All such income taxes and other such payment shall be made or provided for by Consultant and the Company shall have no responsibility or duties regarding such matters. Neither the Company nor the Consultant possesses the authority to bind each other in any agreements without the express written consent of the entity to be bound.

12. Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party.

AGREED TO:

ELEMENT 21 GOLF COMPANY

____________________________

By: Nataliya Hearn, President, CEO

YELL SERVICES Inc.

_____________________________

By: D. Sindalovsky

EX-10.16 4 ex1016.htm EXHIBIT 10.16 ex1016.htm

EXHIBIT 10.16

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement"), effective as of October 1, 2009 is entered into by and between. Element 21 Golf Company, a Delaware corporation (herein referred to as the "Company"), and Altaf Kassam (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

RECITALS

WHEREAS, the Company desires to engage the Consultant lo perform the Consulting Services (as such term is denned below) pursuant to and in accordance with the terms of this Agreement:

WHEREAS, the Consultant wishes to provide the Consulting Services to the Company pursuant to and in accordance with the terms of this Agreement:

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. Term of Consultancy. The Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide the Consulting Services to the Company during the period commencing on the date first above written and ending on September 30, 2010, unless this Agreement is earlier terminated by cither party hereto.

3. Allocation of Time and Energies. The Consultant hereby promises to perform the Consulting Services and discharge faithfully the responsibilities which may be assigned to the Consultant from time to lime by the officers and duly authorized representatives of the Company pursuant to this Agreement, so long as such activities are in compliance with applicable laws and regulations. Consultant and its staff if any shall diligently and thoroughly provide the Consulting Services required hereunder. Although no specific hours-per-day requirement will be required. Consultant and the Company agree that Consultant will perform its duties hereunder in a diligent and professional manner, it is explicitly understood that Consultant's performance of its duties hereunder will in no way be measured by the price of the Company's common stock, nor the trading volume of the Company's common stock.

4. Remuneration. As full and complete compensation for services described in this Agreement, the Company shall compensate the Consultant as follows:

(a) For agreeing to undertake this engagement and for performance of the services described above, the Consultant shall be paid 50,000 shares per quarter paid in S-8 registered shares of the Company's Common Stock. $.01 par value per share (the "Shares") with issue price based on $0.45. The issued shares would have been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the Securities. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company will derive a substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Shares therefore, constitute payment in full for Consultant's agreement to provide the Consulting Services to the Company and represent a nonrefundable, non-apportionablc and non-ratable retainer. The Shares are not a prepayment for future services. If and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares. it is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the C ompany that results in a change in control of substantially all of the Company's shares or assets, the Consultant shall retain and will not be requested by the Company to return any of the Shares.

(b) Upon the Company's transfer to the Consultant of the Shares, the Company shall cause to be issued a certificate representing the Shares. The Company hereby represents and warrants to the Consulting that the Shares shall have been validly issued. fully paid and non-assessable and that the issuance and any transfer of the shares to Consultant shall have been duly authorized by the Company's board of directors.

(c) In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of his. her or its knowledge, as follows:

(ii) Consultant's investment in the Shares is reasonable in relation to the Consultant's net worth, which is in excess often (10) limes the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933 and (ii) a purchaser described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, as amended.

(iv) Consultant is not receiving any of the Shares in exchange for assisting the Company in any fundraising activities.

6. Expenses. Consultant expenses related to the Companies' work (phone, mailing, labor, etc.), are full responsibility of the consultant, unless any of the expenses have been pre-approved.

7. Representations. Consultant represents that it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the services set forth herein. Consultant acknowledges that, to the best of its knowledge, the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Consultant. Consultant acknowledges that, to the best of its knowledge. Consultant and its officers and directors are not the subject of any investigation, claim. decree or judgment involving any violation of the Securities and Exchange Commission ("SEC") or applicable securities laws. Consultant further acknowledges that it is not securities Broker-Dealer or a registered investment advisor. Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company.

8. Termination. This Agreement may be terminated by either party hereto upon 30 days advance written notice to the other party hereto.

12. Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party.

14. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the alleged breach thereof, or relating to Consultant's activities or remuneration under this Agreement, shall be settled by binding arbitration in Delaware, in accordance with the applicable rules of arbitration, and judgment on the award rendered by the arbitrators) shall be bin ding on the parties and may be entered in any court having jurisdiction as provided by Paragraph 13 herein.

AGREED TO:

ELEMENT 21 GOLF COMPANY

By! Nataliya Hearn, President CEO

EX-10.17 5 ex1017.htm EXHIBIT 10.17 ex1017.htm

EXHIBIT 10.17

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement"), effective as of October 1, 2009 is entered into by and between, Element 21 Golf Company, a Delaware corporation (herein referred to as the "Company"), and Tolkun Salieva (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

RECITALS

WHEREAS, the Company desires to engage the Consultant to perform the Consulting Services (as such term is defined below) pursuant to and in accordance with the terms of this Agreement;

WHEREAS, the Consultant wishes to provide the Consulting Services to the Company pursuant to and in accordance with the terms of this Agreement;

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. Term of Consultancy. The Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide the Consulting Services to the Company during the period commencing on the date first above written and ending on September 30, 2010, unless this Agreement is earlier terminated by either party hereto.

2. Duties of Consultant. The Consultant agrees that it will generally provide the following specified consulting services to the Company (the "Consulting Services") related to expanding the use of ZeroLoft in Easter Europe and Central Asia in oil and gas and other industrial applications.

3. Allocation of Time and Energies. The Consultant hereby promises to perform the Consulting Services and discharge faithfully the responsibilities which may be assigned to the

Consultant from time to time by the officers and duly authorized representatives of the Company pursuant to this Agreement, so long as such activities are in compliance with applicable laws and regulations. Consultant and its staff if any shall diligently and thoroughly provide the Consulting Services required hereunder. Although no specific hours-per-day requirement will be required. Consultant and the Company agree that Consultant will perform its duties hereunder in a diligent and professional manner. It is explicitly understood that Consultant's performance of its duties hereunder will in no way be measured by the price of the Company's common stock, nor the trading volume of the Company's common stock.

4. Remuneration. As full and complete compensation for services described in this Agreement, the Company shall compensate the Consultant as follows:

(a) For agreeing to undertake this engagement and for performance of the services described above, the Consultant shall be paid 30,000 shares per quarter paid in S-8 registered shares of the Company's Common Stock. $.01 par value per share (the "Shares") with issue price based on $0.45. The issued shares would have been register ed under the Securities Act of 1933 on a registration statement on Form S-8 filed with the Securities. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company will derive a substantial benefit from he execution of this Agreement and the ability to announce its relationship with Consultant. The Shares therefore, constitute payment in full for Consultant's agreement to provide the Consulting Services to the Company and represent a nonrefundable, non-apportionable and non-ratable retainer. The Shares are not a prep ayment for future services. If and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares. it is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Company's shares or assets, the Consultant shall retain and will not be requested by the Company to return any of the Shares.

(c) In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of his. her or its knowledge, as follows:

(ii) Consultant's investment in the Shares is reasonable in relation to the Consultant's net worth, which is in excess often (10) times the Consultant's cost basis in the Shares.Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933. and (ii) a purchaserdescribed in Section 25102(0(2) of the California Corporate Securities Law of 1968, as amended.

(iv) Consultant is not receiving any of the Shares in exchange for assisting the Company in any fundraising activities.

6. Expenses. Consultant expenses related to the Companies' work (phone, mailing, labor. etc.), are full responsibility of the consultant, unless any of the expenses have been pre-approved.

7. Representations. Consultant represents that it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the services set forth herein. Consultant acknowledges that, to the best of its knowledge, the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Consultant. Consultant acknowledges that, to the best of its knowledge, Consultant and its officers and directors are not the subject of any investigation, claim. decree or judgment involving any violation of the Securities and Exchange Commission ("SEC") or applicable securities laws. Consultant further acknowledges that it is not securities Broker-Dealer or a registered investment advisor. Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company.

8. Termination. This Agreement may be terminated by either party hereto upon 30 days advance written notice to the other party hereto.

10. Status as Independent Contractor. Consultant's engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or other agent of the Company. Neither party to this Agreement shall represent or hold itself out to be the employer or employee of the other. Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the Company will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll taxes. Ail such income taxes and other such payment shall be made or provided for by Consultant and the Company shall have no responsibility or duties regarding such matters. Neither the Company nor the Consultant possesses the authority to bind each other in any agreements without the express written consent of the entity to be bound.5.

11. Attorney's Fees. If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach. default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

12 . Waiver. The waiver by either party of a breach of any provision of this Agreement by the other parry shall not operate or be construed as a waiver of any subsequent breach by such other party.

13. Choice of Law. Jurisdiction and Venue. This Agreement shall be governed by construed and enforced in accordance with the laws of the State of Delaware. The parties agree that Delaware will be the venue of any dispute and will have jurisdiction over all parties.

15. Complete Agreement This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change. modification, extension or discharge is sought.

AGREED TO:

ELEMENT 21 GOLF COMPANY

By: Nataliya Hearn, President, CEO

Tolkun Salieva

EX-10.18 6 ex1018.htm EXHIBIT 10.18 ex1018.htm

EXHIBIT 10.18

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement"), effective as of May 1, 2010 is entered into by and between, Element 21 Golf Company, a Delaware corporation (herein referred to as the "Company"), and Charles E. Fitzgerald (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

RECITALS

WHEREAS, the Company desires to engage the Consultant to perform the Consulting Services (as such term is defined below) pursuant to and in accordance with the terms of this Agreement;

WHEREAS, the Consultant wishes to provide the Consulting Services to the Company pursuant to and in accordance with the terms of this Agreement;

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. Term of Consultancy. The Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide the Consulting Services to the Company during the period commencing on the date first above written and ending on April 30, 2011, unless this Agreement is earlier terminated by either party hereto.

2. Duties of Consultant The Consultant agrees that it will generally provide the following specified consulting services to the Company (the "Consulting Services") as Manager of Fishing Sales.

4. Remuneration. As full and complete compensation for services described in this Agreement, the Company shall compensate the Consultant as follows:

(a) For agreeing to undertake this engagement and for performance of the services described above, the Consultant shall be paid $6,000 per month in cash and $2,000 per month paid in S-8 registered shares of the Company's Common Stock. $.01 par value per share (the "Shares") valued based a simple average of the closing price of the last five (5) days of the month. In addition, the Consultant is eligible for a commission package as noted in Appendix A. The issued shares would have been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the Securities. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company will derive a substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Shares therefore, constitute payment in full for Consultant's agreement to provide the Consulting Services to the Company and represent a nonrefundable, non-apportionable and non-ratable retainer. The Shares are not a prepayment for future services. If and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares, it is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Company's shares or assets, the Consultant shall retain and will not be requested by the Company to return any of the Shares.

(c) In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of his, her or its knowledge, as follows:

(ii) Consultant's investment in the Shares is reasonable in relation to the Consultant's net worth, which is in excess often (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933 and (ii) a purchaser described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, as amended.

(iv) Consultant is not receiving any of the Shares in exchange for assisting the Company in any fundraising activities.

5. Expenses. Consultant expenses related to the Companies' work (travel, phone, mailing, labor, etc.), are full responsibility of the consultant, unless any of the expenses have been pre-approved.

6. Representations. Consultant represents that it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the services set forth herein. Consultant acknowledges that, to the best of its knowledge, the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Consultant. Consultant acknowledges that, to the best of its knowledge, Consultant and its officers and directors are not the subject of any investigation, claim. decree or judgment involving any violation of the Securities and Exchange Commission ("SEC") or applicable securities laws. Consultant further acknowledges that it is not a securities Broker-Dealer or a registered investment advisor. Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company.

7. Termination. This Agreement may be terminated by either party hereto upon 30 days advance written notice to the other party hereto.

8. Legal Representation. The Company acknowledges that it has been represented by independent legal counsel in the preparation of this Agreement. Consultant represents that it has consulted with independent legal counsel and/or tax, financial and business advisors, to the extent the Consultant deemed necessary.

9. Status as Independent Contractor. Consultant's engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or other agent of the Company. Neither party to this Agreement shall represent or hold itself out to be the employer or employee of the other. Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the Company will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll taxes. All such income taxes and other such payment shall be made or provided for by Consultant and the Company shall have no responsibility or duties regarding such matters. Neither the Company nor the Consultant possesses the authority to bind each other in any agreements without the express written consent of the entity to be bound. 5.

10. Confidentiality. In consideration of your engagement by the Company, you agree that during your period of the Agreement and thereafter you will not, except as may be required by law, directly or indirectly, disclose or make available to any person, including without limitation your family and friends, for any reason or purpose whatsoever, or use or cause to be used in any manner adverse to the interests of the Company any Confidential Information (as defined below).

You agree that, upon termination of the Agreement with the Company, all Confidential Information in your possession or control which is written or in other tangible form (together with all copies and duplicates thereof) shall forthwith be returned to the Company and shall not be retained by you or furnished to any person either by sample, facsimile or verbal communication.

This obligation shall survive the termination of the Agreement for any reason whatsoever and shall continue thereafter in full force and effect. You also acknowledge that all Confidential Information including any reproduction thereof by you by print, electronic media, photography, manufacture or any other means of duplicating is and shall remain the sole property of the Company and/or its affiliates.

The term Confidential Information as used herein shall mean information disclosed to you or known by you as a consequence of or through your relationship with the Company, concerning the Company's business affairs, customers, joint ventures or other partners, business methods, organization, procedures, or finances, including without limitation information of or relating to research, developments, inventions, improvements, know-how, trade secrets, parent applications, specifications, drawings, engineering data and designs, cost data, process flow diagrams, bills of materials, customer lists, prototypes, product samples, business information, and the market for the Company's products and services or the marketing, merchandising and selling strategies of the Company and any related or other technical, commercial, corporate or trade information and all copies or duplicates thereof, and any analyses, compilations, data, studies or any documents prepared by you containing or based upon, in whole or in part, any such information.

Any Confidential Information which enters the public domain shall not be subject to the provisions of this agreement. Such information is defined as information which: a) is publicly known at the time of its disclosure to you; or b) is lawfully received by you from a third party not bound in a confidential relationship to the Company as disclosed to you by the Company; c) is published or otherwise made known to the public by the Company. In the performance of your duties under this agreement, you shall not communicate or otherwise disclose to the Company any confidential or other proprietary information of others. You hereby represent, warranty and agree that all work related information communicated or otherwise disclosed by you to the Company or used by you in working for the Company, except as otherwise expressly stated in writing by you prior to such communication or disclosure.

11. Non-Solicitation. Further, in consideration of your engagement by the Company, you hereby covenant and agree not to, during your period the Agreement and for a period of one year thereafter ("Restricted Period"):

(a) directly or indirectly induce any person who to your knowledge is then employed by the Company to leave the employment of the Company; (b) directly or indirectly solicit

any person or entity having a business relationship with the Company; (c) enter into any transaction or other dealings with any person or entity having a business relationship with

the Company regarding or involving Confidential information; (d) hire as an employee, agent or independent contractor any employee, agent or independent contractor of the Company or its affiliates; (e) otherwise take advantage of any information obtained in the course of your employment with the Company in a way adverse to the interests of the Company; (f) directly or indirectly assist any person directly or indirectly to solicit any person or entity having a business relationship with the Company; nor (g) have any direct or indirect interest or concern in or with any person if any of the activities of that person consists of soliciting any person having a business relationship with the Company, if such solicitation would, directly or indirectly, be intended to develop, sell, transfer, or in any manner exploit Confidential information for commercial or any other use whatsoever and is directly or indirectly competitive or potentially competitive with the business of the Company.

"Business Relationship" as used in this agreement means any person who has or had business relations with the Company or its subsidiaries or affiliates concerning any Confidential Information, including without limitation persons or entities who have been customers or licensees of, joint venture partners or co-ventures with, or who have been retained by the Company, at any time during the last year the Agreement or the restricted period.

In this agreement the term "person" shall be broadly interpreted and includes an individual, corporate body, partnership, joint venture, trust, association, unincorporated organization, any governmental or regulatory authority or entity, or any other entity recognized by law.

12. Attorney's Fees. If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successf ul or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

13. Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party.

14. Choice of Law. Jurisdiction and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York. The parties agree that New York will be the venue of any dispute and will have jurisdiction over all parties.

15. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the alleged breach thereof, or relating to Consultant's activities or remuneration under this Agreement, shall be settled by binding arbitration in New York, in accordance with the applicab le roles of arbitration, and judgment on the award rendered by the arbitrators) shall be binding on the parties and may be entered in any court having jurisdiction as provided by Paragraph 14 herein.

16. Complete Agreement This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

AGREED TO:

EX-10.19 7 ex1019.htm EXHIBIT 10.19 ex1019.htm

EXHIBIT 10.19

ELEMENT 21 GOLF COMPANY

January 1,2009

Element 21 Golf Co. (Element) agrees to employ Nataliya Hearn as its President and CEO. Dr. Hearn will work full time as an independent contractor, while serving as President and CEO. The term of employment will begin January 1. 2009 for one year, renewable for additional two terms. The total term of this contract is three years. During the term of this agreement Element will pay Dr. Hearn $20,000 per month in cash/stock or option as requested by Dr. Hearn. The value of the shares is set at the closing price of the 5 day closing average as of the date of this agreement ($0.12). The Element common slock will be issued on monthly basis. Element will reimburse Dr. Heanrs expenses incurred on behalf of Element. Dr. Hearn will also receive a stock option package of 200.000 per year at an exercise price of $0.12.

Element will be able to terminate Dr. Hearn at any time with complete repayment of any outstanding debts to Dr. Hearn, a cash payment of $500,000 and 2,000,000 shares of common stock of ETGF.

All stock will be issued in whatever name Dr. Hearn and in whatever denominations Dr. Hearn requests. All stock issuances will be adjusted for stock splits, dividends or other changes to the common stock. All stock issued will be freely tradable and issued without restriction. Element will extend any and all indemnification rights and D and О insurance (if any) coverage to Dr. Hearn in her capacity as Chief Executive Officer and President as allowed by law.

[Remainder of this page intentionally blank; signature page follow]

IN WITNESS WHEREOF, the undersigned, being all of the directors of ELEMENT 21 GOLF CORPORATION, have executed this Contract, effective as of the date first written above.



		/s/ Nataliya Hearn
		Nataliya Hearn



		/s/ Segei Bedziouk
		Segei Bedziouk



		/s/ Mary Bryan
		Mary Bryan



		/s/ Benton Wilcoxon
		Benton Wilcoxon

EX-10.20 8 ex1020.htm EXHIBIT 10.20 ex1020.htm

EXHIBIT 10.20

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated November 19, 2009 is made by and between Dorset Solutions Inc., a Canadian corporation, and its representative Philip Clark (collectively referred to as the "Consultant"), whose address is 1246 Upper Village Dr., Mississauga, Ontario L5E 3H6, and Element 21 Golf Company, a Delaware corporation ("Company"), having its principal place of business at 200 Queen's Quay East, Unit 1, Ontario M5A 4K9.

WHEREAS, Consultant has extensive background and knowledge in the area of federal securities laws and regulations related to accounting issues and accounting knowledge;

WHEREAS, Consultant desires to be engaged by Company to provide information, evaluation and consulting services to the Company in his area of knowledge and expertise on the terms and subject to the conditions set forth herein;

WHEREAS, Company is a publicly held corporation with its common stock shares trading on the NASDAQ Over-the-Counter Bulletin Board (OTCBB) market under the ticker symbol "ETGF," and desires to further develop its business; and

WHEREAS, Company desires to engage Consultant to provide information, evaluation and consulting services to the Company in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant provides to Company, the parties agree as follows:

1.	Agreement. The completed and signed Schedule attached to this agreement shall form part of this agreement and shall be governed by this Agreement, unless otherwise specified on the Schedule.

2.	Services. Provide services related to and customary to that of a person serving in Chief Financial Officer position, as well as, services related to Securities and Exchange Commission filings and assist in such filings.

Term. The term of this Agreement is for 12 months Commencing on October 1, 2009 unless this Agreement is terminated earlier in accordance with the termination provisions below in this agreement or extended beyond the term upon mutual written agreement of both Parties. If this Agreement has not been terminated prior to the end of the Term and has not been renewed, it expires at the end of the Term with no obligation whatsoever on the part of either Party.

Consultant status. The Consultant's relationship with the company, as created by this Agreement, is that of an independent consultant for the purposes of the federal Income Tax Act, any similar provincial taxing and employment standards legislation and the common law. At no point during the term shall the consultant be viewed as the employee of the company.

Fees. The fees shall be as outlined in Schedule A, exclusive of all applicable federal and provincial sales tax. For greater certainty, the company shall not be liable to provide or pay for any benefits, such as, health, dental or worker's compensation insurance coverage, pension contributions, vacation time or vacation pay, overtime pay, sick leave or emergency leave on account of the Consultant or termination or severance pay, and the Consultant acknowledges that it is not entitled to any of the foregoing benefits.

Business Expenses. The Company shall reimburse the Consultant for reasonable and necessary expenses incurred by the Consultant, which have been pre-authorized by the company. For greater certainty, the company will not reimburse the Company for expenses related to a home office, tools and equipment, travel to and from the Consultant's residence and the Company's place of business.

7.	Invoices. The Consultant shall invoice the Company, as outlined in Schedule A. The invoice will set out the period of consulting services provided, the total fees payable and, if applicable, GST/HST, along with the GST/HST registration number.

8.	Indemnification

(a) Company. Company agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim. demand, cause of action, debt or liability, including reasonable legal fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Company's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Company, or any Company content to be provided by Company and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

(b) Consultant. Consultant agrees to indemnify, defend, and shall hold harmless Company, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable legal' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

(c) Notice. In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defence if it so chooses, provided that the indemnifying party shall control such defence, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

Limitation of Liability. Consultant shall have no liability with respect to Consultant's obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Company for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Company to Consultant for the specific service provided that is in question.

8.	Termination of Agreement. This agreement may be terminated before the end of the original term by either party by any of the following events:

i) Two weeks written or verbal notice by either Party to the other, which may be effective immediately or termination effective a mutually agreeable date or

ii) Upon the bankruptcy or insolvency of either Party; or

iii) Upon the death or incapacity of the Consultant.

Intellectual and Proprietary Rights. The Consultant recognizes that all rights, including, without limitation, all intellectual and other proprietary rights, and documentation related thereto, which have been provided by the Company to the Consultant in connection with the performance of any of the services, are owned and shall continue to be owned by the Company. The Company also recognizes agrees further that all intellectual and other proprietary rights, in and to any methods, systems, inventions, concepts, ideas, know-how, data and databases, technology, and any enhancements, modifications, or additions to the foregoing or to any products owned, marketed or used by as well as any and all material, documentation, information and goods of the company, which have been created or developed by the Consultant in connection with the performance of the services shall enure to the benefit of the Company.

10.

Confidentiality. The Consultant further acknowledges that in the course of providing services under this Agreement he may acquire information confidential to the company which information is the property of the company. As such, the Consultant agrees to treat as confidential and not to use or disclose any such information, except as necessary in the performance of services for the company.

11.	Assignment. This Agreement is not assignable by the company without the Company's prior written consent.

12.	Governing Law. The Parties agree that this Agreement shall be governed by the laws of the Province of Ontario.


/s/ N. Hearn			/s/ Philip Clark
Name: N. Hearn			Name: Philip Clark
Title: CEO Element 21 Golf Company			Title: Director Dorset Solutions Inc.

November 19, 2009

Schedule A

Services Fee schedule

The following compensation is based on assumption that the services performed shall be approximately one day a week. The workload will be reviewed every 3-months. Should it be determined that the workload average is more than one day per week, the parties shall renegotiate the compensation package.

Monthly Cash Fee (excluding additional time for significant special projects addressed below) of $3,000 (three thousand) per month plus applicable taxes billed and payable on the 15th day of the calendar month worked.

Compensation for any additional time required for special projects and/or anomalies in the listed functions will be mutually agreed between both parties. For further clarification, compensation of additional time spent on special significant projects (e.g. M&A due diligence, integration, strategic plan, etc) is subject to additional compensation to be mutually agreed by both parties.

The Consultant is entitled to the stock-based compensation plans set by the Board for the Officers of the Company

Should significant changes arise in the operations of the Company's operations that change the scope of the services during the term or for continuance subsequent to the end of the term, the parties may enter into discussions to mutually agree to change the aforementioned fee schedule.

Company shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Company to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the "Services" provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Company from payment of fees, and, in the event of collection enforcement, Company shall be liable for any costs associated with such collection, including, but not limited to, legal costs, legals' fees, courts costs, and collection agency fees.

EX-10.21 9 ex1021.htm EXHIBIT 10.21 ex1021.htm

EXHIBIT 10.21

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (“Agreement”), dated January 1, 2010 is made by and between Dorset Solutions Inc., a Canadian corporation, and its representative Philip Clark (collectively referred to as the “Consultant”), whose address is 1246 Upper Village Dr., Mississauga, Ontario L5E 3H6, and Element 21 Golf Company, a Delaware corporation (“Company”), having its principal place of business at 200 Queen’s Quay East, Unit 1, Toronto, Ontario M5A 4K9.

WHEREAS, Consultant has extensive background and knowledge in the area of federal securities laws and regulations related to accounting issues and accounting knowledge;

WHEREAS, Company is a publicly held corporation with its common stock shares trading on the NASDAQ Over-the-Counter Bulletin Board (OTCBB) market under the ticker symbol “ETGF,” and desires to further develop its business; and

NOW, THEREFORE, in consideration for those services Consultant provides to Company, the parties agree as follows:

1.	Agreement. The completed and signed Schedules attached to this agreement shall form part of this agreement and shall be governed by this Agreement, unless otherwise specified on the Schedule.

Services. The Company is retaining the services of the Consultant, to provide consulting services outlined in Schedule A, in accordance with the terms and conditions contained in this Agreement. The Consultant shall provide services in a professional, business-like manner in accordance with applicable law and, if applicable, the company’s workplace policies. The Company agrees that the Consultant’s services are provided on a best efforts basis within the time constraints of the contract and the Consultant may provide certain recommendations to the Company periodically.

Term. The term of this Agreement will be for the duration outlined in Schedule A unless this Agreement is terminated earlier in accordance with the termination provisions below in this agreement or extended beyond the term upon mutual written agreement of both Parties. If this Agreement has not been terminated prior to the end of the Term and has not been renewed, it expires at the end of the Term with no obligation whatsoever on the part of either Party.

Consultant status. The Consultant’s relationship with the company, as created by this Agreement, is that of an independent consultant for the purposes of the federal Income Tax Act, any similar provincial taxing and employment standards legislation and the common law. At no point during the term shall the consultant be viewed as the employee of the company.

Fees. The fees shall be as outlined in Schedule B, exclusive of all applicable federal and provincial sales tax. For greater certainty, the company shall not be liable to provide or pay for any benefits, such as, health, dental or worker’s compensation insurance coverage, pension contributions, vacation time or vacation pay, overtime pay, sick leave or emergency leave on account of the Consultant or termination or severance pay, and the Consultant acknowledges that it is not entitled to any of the foregoing benefits.

Business Expenses. The company shall reimburse the Consultant for reasonable and necessary expenses incurred by the Consultant, which have been pre-authorized by the company. For greater certainty, the company will not reimburse the Company for expenses related to a home office, tools and equipment, travel to and from the Consultant’s residence and the Company’s place of business.

7.	Invoices. The Consultant shall invoice the Company for the monthly cash fee, as outlined in Schedule B. The invoice will set out the period of consulting services provided, the total fees payable and, if applicable, GST/HST, along with the GST/HST registration number.

Indemnification

(a) Company. Company agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable legal fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Company’s representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Company, or any Company content to be provided by Company and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

(b) Consultant. Consultant agrees to indemnify, defend, and shall hold harmless Company, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable legal’ fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

(c) Notice. In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

Limitation of Liability. Consultant shall have no liability with respect to Consultant’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Company for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Company to Consultant for the specific service provided that is in question.

8.	Information provided. The Company shall provide all relevant, accurate and timely information relating to financial and accounting purposes including, but not limited to, full disclosure of all contracts, obligations, Board resolutions and issuance of equity and debt instruments.

9.	Termination of Agreement. This agreement may be terminated before the end of the original term by either party by any of the following events:

i)	Two weeks written or verbal notice by either Party to the other, which may be effective immediately or termination effective a mutually agreeable date or

ii)	Upon the bankruptcy or insolvency of either Party; or

iii)	Upon the death or incapacity of the Consultant.

10.

11.

12.	Assignment. This Agreement is not assignable by the company without the Company’s prior written consent.

13.	Governing Law. The Parties agree that this Agreement shall be governed by the laws of the Province of Ontario.



Name: N. Hearn			Name: Philip Clark
Title: CEO			Title: Director

Element 21 Golf Company			Dorset Solutions Inc.

February 17, 2010

Schedule A

Consulting Services

Provide services related to and customary to that of a person serving in Chief Financial Officer position, as well as, services related to Securities and Exchange Commission filings and assist in such filings for the next 12 months commencing on January 1, 2010.

All services below are provided on a best efforts basis within the time constraints of this contract. The following functions provide a general understanding of the general services to be provided. Significant deviation from these listed functions will be mutually agreed upon by both parties and documented accordingly.

-	Oversee US and Canadian Tax filings

-	Setting up accounting structures and processes, including training of staff and/or assist in acquiring the right skill sets in accounting resources

-	Preparation of budgets and analyze operational expenses against budgets

-	Recommend policies and procedures for control of operational expenses

-	Provide guidance on processes for SOX compliance

-	Assist CEO in negotiations with banking and financing negotiations

-	Assist CEO in analysis of possible M&A

-	Work with Auditors to prepare required financial analysis and schedules

Every effort will be made by the Company to provide the Consultant’s services for the duration of the aforementioned term. If, due to unavoidable circumstances, the Consultant cannot complete the aforementioned term in its entirety, Section 12 in the Consulting Services will apply. At termination, all compensation and incentives due for services will be settled per Schedule B.

Schedule B

Services Fee schedule

The following compensation is based on assumption that the services performed shall be approximately two days a week. The workload will be reviewed every 3-months. Should it be determined that the workload average is more than two days per week, the parties shall renegotiate the compensation package.

Compensation shall be paid as follows:

1)	Monthly cash fee (excluding additional time for significant special projects addressed below):

$2,000 (two thousand) per month plus applicable taxes billed and payable on the 15th day of the calendar month worked. or

2)	Quarterly non-cash incentive payable in advance in the form of common stock purchase warrants (excluding additional time for significant special projects addressed below):

Quarterly period	Date of Issue	Exercise Price	Common stock purchase warrant of the Company’s restricted common stock
Jan. 1/10 to Mar.31/10	February 17, 2010	$0.60	75,000 shares
Apr. 1/10 to June 30/10	April 1, 2010	(A)	75,000 shares
July 1/10 to Sept. 30/10	July 1, 2010	(A)	75,000 shares
Oct. 1/10 to Dec. 31/10	October 1, 2010	(A)	75,000 shares

(A) The common stock purchase warrant shall have an exercise price equal to the closing bid price of the Company’s common stock on the date of issue.

Common stock purchase warrants (the “Warrant”), upon issuance, shall be fully paid, non-assessable, and free of any restrictions on transfer, but for those restrictions that are the result of state or federal securities laws. The common stock purchase warrants shall be issued to Consultant in the form of a warrant agreement (the "Warrant Agreement"), which shall be in a form and content reasonably satisfactory to the Consultant and its counsel and the Company and its counsel and shall bear a standard ’33 Act restrictive legend, as shall any shares issued upon the exercise thereof. The Warrant Agreement shall provide for, among other provisions, the above terms and the following: (1) The Warra nt shall expire three years after the date that the Warrant Agreement is issued; (2) The Warrant shall have customary anti-dilution provisions for stock dividends, splits, mergers, and sale of substantially all assets of the Company; (3) The Consultant may exercise the Warrant at any time after signing the Warrant Agreement (4) The Warrants shall contain a "Cashless Exercise" provision that may be utilized 180 after issuance if there is not an effective Registration Statement covering the underlying common shares; (5) The Company shall reserve, and at all times have available, a sufficient number of shares of its common stock to be issued upon the exercise of the Warrant; and (6) The Company shall grant unlimited "piggy back" registration rights, at the Company's expense, to include the shares of the underlying common stock (to the extent Rule 144 is not then available for a sale of the shares) in any registration statement filed by the Company under the Securities Act of 1933 relating to an underwriting of the sale of shares of common stock or other security of the Company.

The Warrant shall be issued in the name of (Names will be provided under separate cover) and mailed to the following address:

Dorset Solutions Inc.

1246 Upper Village Dr.

Mississauga, Ontario

L5E 3H6

416-938-9641

In addition to the monthly cash fee and quarterly non-cash incentive, the Consultant is also entitled to the stock option plan set by the Board for the Officers of the Company.

Should significant changes arise in the operations of the company’s operations that change the scope of the services during the term or for continuance subsequent to the end of the term, the parties may enter into discussions to mutually agree to change the aforementioned fee schedule.

Company shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Company to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the “Services” provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Company from payment of fees, and, in the event of collection enforcement, Company shall be liable for any costs associated with such collection, including, but not limited to, legal costs, legals’ fees, courts costs, and collection agency fees.

EX-31.1 10 ex311.htm EXHIBIT 31.1 ex311.htm

EXHIBIT 31.1

CERTIFICATIONS

I, Nataliya Hearn, Ph.D., certify that:

	1.	I have reviewed this Annual Report on Form 10-K/A of American Rare Earths and Materials, Corp. (the “Registrant”)

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

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

The Registrant’s other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:

designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptable accounting principles;

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, and evaluated the effectiveness of our internal control over financial reporting, and presented in this report our conclusions about the effectiveness of our internal control over financial reporting, as of the end of the period covered by this report based on such evaluation; and

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

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function);

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

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

Date: October 15, 2010	By:	/s/ Nataliya Hearn
		Nataliya Hearn, Ph.D.
		President, Chief Executive Officer and Director

EX-31.2 11 ex312.htm EXHIBIT 31.2 ex312.htm

EXHIBIT 31.2

CERTIFICATIONS

I, Philip Clark, Chief Financial Officer of American Rare Earths and Materials, Corp. (the “Registrant”), certify that:

1. I have reviewed this annual report on Form 10-K/A of the Registrant;

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

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

The Registrant’s other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:

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

Date: October 15, 2010	By:	/s/ Philip Clark
		Philip Clark CA, CPA, CFA
		Chief Financial Officer

EX-32.1 12 ex321.htm EXHIBIT 32.1 ex321.htm

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of American Rare Earths and Materials, Corp. (the “Registrant”) on Form 10-K/A for the fiscal year ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Nataliya Hearn, Ph.D., President and Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)

The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. section 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Date: October 15, 2010	By:	/s/ Nataliya Hearn
		Nataliya Hearn, Ph.D.
		President, Chief Executive Officer and Director

EX-32.2 13 ex322.htm EXHIBIT 32.2 ex322.htm

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of American Rare Earths and Materials, Corp. (the “Registrant”) on Form 10-K/A for the fiscal year ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Philip Clark, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)

The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

Date: October 15, 2010	By:	/s/ Philip Clark
		Philip Clark, CA, CPA, CFA
		Chief Financial Officer

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