UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):   June 29, 2015
BRAZIL MINERALS, INC
(Exact name of registrant as specified in its charter)
Nevada
000-55191
39-2078861
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
155 North Lake Avenue, Suite 800
Pasadena, CA 91101
  (Address of principal executive offices, including zip code)

(213) 590-2500
(Registrant's telephone number, including area code)
Not applicable
  (Former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
Our disclosure and analysis in this Current Report on Form 8-K contains some forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, they are subject to several risks and uncertainties.

Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.

As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections and may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events.

You are advised to consult any additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.  Other factors besides those discussed in this Current Report could also adversely affect us.


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As of June 29, 2015, the number of authorized but unissued shares of the Brazil Minerals, Inc. (the "Company") has been changed to 4 billion. A Certificate of Amendment to the Articles of Incorporation of the Company was filed with the Secretary of State of the State of Nevada and certified by such.
 

Item 9.01    Financial Statements and Exhibits

 (d)     Exhibits
 
Exhibit Number
 
Description
 
3.1
 
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on June 23, 2015.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
BRAZIL MINERALS, INC.
 
 
 
Dated: July 6, 2015
By:
   /s/ Marc Fogassa
 
 
Name: Marc Fogassa
Title: Chief Executive Officer
 
 
 
 

 
 
 
 
 
 
 
 
 
Exhibit 3.1
 
 
 
STATE OF NEVADA

 
 
BARBARA K. CEGAVSKE
Secretary of State
 
JEFFERY LANDERFELT
Deputy Secretary
for Commercial Recordings
 
 
 
 
 
OFFICE OF THE
SECRETARY OF STATE

Certified Copy

June 23, 2015

Job Number:
C20150623-1142
Reference Number:
00004657937-71
Expedite:
 
Through Date:
 


The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State's Office, Commercial Recordings Division listed on the attached report.

Document Number(s)
Description
Number of Pages
20150281775-38
Amendment
2 Pages/1 Copies

 
 
 
Respectfully,
 
 
/s/ BARBARA K. CEGAVSKE
 
BARBARA K. CEGAVSKE
Secretary of State
Certified By: Christal Shirley
Certificate Number: C20150623-1142
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4201
Telephone (775) 684-5708
Fax (775) 684-7138
 
 
 
 
BARBARA K. CEGAVSKE
Secretary of State
202 North Carolina Street
Garden city, Nevada 89701-4201
(776) 664-5708
Website:  www.nvsos.gov

 
 
 
 
Certificate of Amendment
 
(PURSUANT TO NRS 78.386 AND 78.390)
 
 


Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(PURSUANT TO NRS 78.365 AND 78.390 – After Issuance of Stock)

1.
Name of corporation

Brazil Minerals, Inc.

2.
The articles have been amended as follows (provide article numbers, if available)

In Section 3, the number of shares the corporation is authorized to issue shall be amended to read as follows:

(See attached continuation page made a part hereof by reference)

3.
The vote by which the stockholder holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:      51%

4.
Effective date and time of filing: (optional)   Date:  July 6, 2015    Time:  12:01 A.M.
(must not be later than 60 days after the certificate is filed)

5.
Signature (required)

/s/ Marc Fogassa
Signature of Officer
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote.  In addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class of series affected by the amendment regardless to limitation or restrictions on the voting power thereof.

IMPORTANT:  Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.  This form must be accompanies by appropriate fees.

Nevada Secretary of State Amend Profit-After
Revised: 1-5-15

 
 
 

 
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
BRAZIL MINERALS, INC.

(Continued)

"The total number of shares of Common Stock that the corporation shall have authority to issue is four billion (4,000,000,000) shares, par value $.001 per share.  The total number of shares of Preferred Stock that the corporation shall have authority to issue is ten million (10,000,000) share, par value $.001 per share.  The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof.  The voting powers, designations, preferences, limitations, restrictions, and relative, participating optional and other rights, and the qualification, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant hereto.