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

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

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

| Large accelerated filer   ̈ | Accelerated filer   ̈ |
|--------------------------------------|--------------------------------|
|                                 |                           |
| Non-accelerated filer   ̈   | Smaller reporting company x    |

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| 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.                                                                                                  |

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| 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 |   |                                                                                                                                                                                                                            |
|              |   |                                                                                                                                                                                                                            |

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|                   | AMERICAN RARE EARTHS AND MATERIALS, CORP. |
|------------------------|-------------------------------------------|
|                   |                                      |
|                   |                                      |
| Date: October 15, 2010 | By:                                       | /s/ Nataliya Hearn |
|                   |                                      | Nataliya Hearn, Ph.D. |
|                   |                                      | President and Chairperson |

| 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                            |   |