☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
|
39-2078861
|
(State or other jurisdiction of
|
|
(IRS Employer
|
incorporation or organization)
|
|
Identification No.)
|
Large accelerated filer
☐
|
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
|
Smaller reporting company ☑
|
(Do not check if smaller reporting company)
|
Emerging growth company ☑
|
a)
|
10 mineral rights that are mining concessions, the highest level of mineral right in Brazil ("Concessão de Lavra");
|
b)
|
8 mineral rights that have status just below mining concession ("Requerimento de Lavra"), which allows us to apply for both an upgrade to mining concession and to conduct limited commercial mining;
|
c)
|
8 mineral rights in the research permit phase ("Autorização de Resquisa"); and
|
d)
|
12 mineral rights in the phase of application for research permit ("Requerimento de Pesquisa").
|
(1)
|
100% of BMIX Participações Ltda ("BMIXP");
|
(2)
|
100% of Mineração Duas Barras Ltda ("MDB");
|
(3)
|
50% of RST Recursos Minerais Ltda. ("RST");
|
(4)
|
100% of Hercules Resources Corporation ("HRC");
|
(4)
|
100% of Hercules Brasil Ltda. ("HBR");
|
(5)
|
58% of Jupiter Gold Corporation ("JGC").
|
1) |
Licensing of a New Mining Area
|
2) |
Formation of Jupiter Gold Corporation.
|
3) |
Improvements in Capital Structure
|
4) | Construction of Modular Gold and Diamond Processing Plant |
5) |
Cashless Acquisition of New Truck
|
(1)
|
our ability to grow and/or maintain revenue;
|
(2)
|
our ability to achieve profitability;
|
(3)
|
our ability to raise capital when needed;
|
(4)
|
our sales of our common stock;
|
(5)
|
our ability to execute our business plan;
|
(6)
|
our ability to acquire additional mineral properties;
|
(7)
|
legislative, regulatory, and competitive developments; and
|
(8)
|
economic and other external factors.
|
(9) |
existence of convertible debt, which may at times convert to common stock for sale
|
●
|
Availability of quotes and order information
|
●
|
Liquidity risks
|
●
|
Dealer's spreads
|
a)
|
10 mineral rights that are mining concessions, the highest level of mineral right in Brazil ("Concessão de Lavra");
|
b)
|
8 mineral rights that have status just below mining concession ("Requerimento de Lavra"), which allows us to apply for both an upgrade to mining concession and to conduct limited commercial mining;
|
c)
|
8 mineral rights in the research permit phase ("Autorização de Resquisa"); and
|
d)
|
12 mineral rights in the phase of application for research permit ("Requerimento de Pesquisa").
|
a) |
Map showing location of MDB:
|
b) |
Map showing details of the gold, diamond, and sand mining concession owned by MDB (mineral right DNPM 806.569/1977):
|
3) |
RST Recursos Minerais Ltda. ("RST")
|
a) |
Map showing location of RST:
|
b) |
Map showing details of the mineral right owned by RST for which we received an initial permit (mineral right DNPM 802.267/1977)
|
|
Year Ended
|
|||||||
Quarters
|
December 31, 2015
|
|||||||
High
|
Low
|
|||||||
2015
|
||||||||
First (1/1-3/31)
|
$
|
5.0000
|
$
|
0.5000
|
||||
Second (4/1-6/30)
|
$
|
2.1500
|
$
|
0.0500
|
||||
Third (7/1-9/30)
|
$
|
0.4000
|
$
|
0.0500
|
||||
Fourth (10/1-12/31)
|
$
|
0.1000
|
$
|
0.0500
|
|
Year Ended
|
|||||||
Quarters
|
December 31, 2016
|
|||||||
High
|
Low
|
|||||||
2016
|
||||||||
First (1/1-3/31)
|
$
|
0.1000
|
$
|
0.0500
|
||||
Second (4/1-6/30)
|
$
|
0.1000
|
$
|
0.0500
|
||||
Third (7/1-9/30)
|
$
|
0.1000
|
$
|
0.0500
|
||||
Fourth (10/1-12/31)
|
$
|
0.1000
|
$
|
0.0500
|
Plan Category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
(a)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column "(a)")
(c)
|
|||||||||
|
||||||||||||
Equity compensation plans approved by security holders
|
0
|
0
|
0
|
|||||||||
|
||||||||||||
Equity compensation plans not approved by security holders (2013 Stock Incentive Plan)
|
1,200,000
|
$
|
165
|
11,417,148
|
||||||||
|
||||||||||||
Total
|
1,200,000
|
$
|
165
|
11,417,148
|
a)
|
10 mineral rights that are mining concessions, the highest level of mineral right in Brazil ("Concessão de Lavra");
|
b)
|
8 mineral rights that have status just below mining concession ("Requerimento de Lavra"), which allows us to apply for both an upgrade to mining concession and to conduct limited commercial mining;
|
c)
|
8 mineral rights in the research permit phase ("Autorização de Resquisa"); and
|
d)
|
12 mineral rights in the phase of application for research permit ("Requerimento de Pesquisa").
|
(1)
|
100% of BMIX Participações Ltda ("BMIXP");
|
(2)
|
100% of Mineração Duas Barras Ltda ("MDB");
|
(3)
|
50% of RST Recursos Minerais Ltda. ("RST");
|
(4)
|
100% of Hercules Resources Corporation ("HRC");
|
(4)
|
100% of Hercules Brasil Ltda. ("HBR");
|
(5)
|
58% of Jupiter Gold Corporation ("JGC").
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Marc Fogassa
|
|
50
|
|
Director, Chairman, Chief Executive Officer,
President, Chief Financial Officer, Treasurer and Secretary
|
|
|
|
|
|
Ambassador Robert F. Noriega
|
|
57
|
|
Director
|
|
|
|
|
|
Ambassador Paul Durand
|
|
75
|
|
Director
|
●
|
had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time,
|
●
|
been convicted in a criminal proceeding and is not subject to a pending criminal proceeding,
|
●
|
been subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently, or temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business, securities, futures, commodities, or banking activities; or
|
●
|
been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission, or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated
|
|
Name and
Principal
Position
|
Year
Ended
|
|
Salary
($)
|
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
|
Option
Awards
|
|
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
|||||||||||||
Marc Fogassa, as CEO of Brazil Minerals
|
12/31/2015
|
|
100,000
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
100,000
|
|
|||||||||||
12/31/2016
|
|
25,000
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,000
|
Name
|
Fees
Earned
or Paid
in Cash
($)
|
Option
Awards
($) (1)
|
Stock
Awards
($)
|
Total
($)
|
|||||||||
Roger Noriega
|
-
|
$
|
50,000
|
|
$
|
50,000
|
|||||||
Paul Durand
|
-
|
$
|
50,000
|
|
$
|
50,000
|
(1)
|
The amounts in this column reflect the aggregate grant date fair value of stock options granted in 2016 to each director calculated in accordance with FASB ASC Topic 718. See the notes to our consolidated financial statements included in this Annual Report for the year ended December 31, 2016 for a discussion of all assumptions made in the calculation of this amount.
|
|
|
|
|
|
|
Percentage of Voting Power
|
|
|||||||
|
|
|
|
Shares Beneficially
|
|
|
|
|
|
of all Outstanding Classes
|
|
|||
Name and Address (1)
|
|
Office
|
|
Owned (2)
|
|
|
Percent of Class (3)
|
|
|
of Our Stock (4)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc Fogassa
|
|
Director, Chairman, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer
|
|
|
2,878,441
|
(5)
|
|
|
4.1%
|
|
|
2.0%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ambassador Paul Durand
|
|
Director
|
|
|
1,147,108
|
(6)
|
|
|
1.6%
|
|
|
*
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ambassador Roger Noriega
|
|
Director
|
|
|
1,147,096
|
(7)
|
|
|
1.6%
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All executive officers and directors as a group (3 persons)
|
|
|
|
|
5,172,645
|
(5)(6)(7)
|
|
|
7.4%
|
|
|
3.6%
|
|
|
Benjamin Khowong
|
9,636,364 |
|
13.8%
|
|
6.8%
|
|||||||||
Michael Nazari
|
8,343,544
|
(8) |
12.0%
|
5.9%
|
||||||||||
Damon Suter
|
6,201,876
|
(9) |
8.9%
|
4.4%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc Fogassa
|
|
Director
|
|
|
1
|
|
|
|
100%
|
|
|
|
51.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All executive officers and directors as a group (3 persons)
|
|
|
|
|
1
|
|
|
|
100%
|
|
|
|
51.0%
|
|
(a)
|
Documents filed as part of this report.
|
|
|
|
|
|
(i)
|
Financial Statements - see Item 8. Financial Statements and Supplementary Data
|
|
|
|
|
(ii)
|
Financial Statement Schedules – None
|
|
|
|
|
|
(Financial statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth therein is included in the financial statements or notes thereto.)
|
|
|
|
|
(iii)
|
Report of Independent Registered Public Accounting Firm.
|
|
|
|
|
(iv)
|
Notes to Financial Statements.
|
|
|
|
(b)
|
Exhibits
|
|
|
|
|
|
The exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report.
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
|
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
F-2
|
|
|
Consolidated Statements of Operations for the Year Ended December 31, 2016
|
|
and December 31, 2015
|
F-3
|
|
|
Consolidated Statements of Other Comprehensive Income (Loss) for the Year
|
|
Ended December 31, 2016 and December 31, 2015
|
F-4
|
|
|
Consolidated Statement of Stockholders' Equity
|
F-5
|
|
|
Consolidated Statements of Cash Flows for the Year
|
|
Ended December 31, 2016 and December 31, 2015
|
F-6
|
|
|
Notes to the Consolidated Financial Statements
|
F-7 - F-22
|
December 31,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
7,139
|
$
|
64,364
|
||||
Accounts receivable
|
-
|
2,886
|
||||||
Taxes recoverable
|
28,264
|
50,100
|
||||||
Prepaid expenses
|
7,258
|
-
|
||||||
Inventory
|
78,911
|
145,079
|
||||||
Total current assets
|
121,572
|
262,429
|
||||||
Capital assets:
|
||||||||
Property and equipment, net
|
421,927
|
361,563
|
||||||
Other assets:
|
||||||||
Intangible assets, net
|
630,089
|
508,865
|
||||||
Total assets
|
$
|
1,173,588
|
$
|
1,132,857
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
333,415
|
$
|
471,337
|
||||
Convertible notes payable, net of debt discounts totaling $137,113 and $49,182, respectively
|
349,030
|
491,698
|
||||||
Derivative liabilities
|
-
|
281,345
|
||||||
Related party payable
|
310,259
|
160,214
|
||||||
Total current liabilities
|
992,704
|
1,404,594
|
||||||
Long term liabilities:
|
||||||||
Convertible notes payable -- noncurrent, net of debt discounts totaling zero and $83,852, respectively
|
-
|
116,148
|
||||||
Other noncurrent liabilities
|
191,391
|
-
|
||||||
Total liabilities
|
1,184,095
|
1,520,742
|
||||||
Stockholders' deficit:
|
||||||||
Series A preferred stock, $0.001 par value. 10,000,000 shares authorized; 1 share issued and outstanding
|
1
|
1
|
||||||
Series B preferred stock, $0.001 par value. 10,000,000 shares authorized; zero and 1,047 shares issued
|
||||||||
and outstanding as of December 31, 2016 and 2015, respectively
|
-
|
1,560,433
|
||||||
Series C preferred stock, $0.001 par value. 10,000,000 shares authorized; zero and 200,000 shares issued
|
||||||||
and outstanding as of December 31, 2016 and 2015, respectively
|
-
|
250,000
|
||||||
Common stock, $0.001 par value. 30,000,000 and 14,000,000 shares authorized, respectively;
|
||||||||
64,752,286 and 12,438,783 shares issued and outstanding as of December 31, 2016
|
||||||||
and 2015, respectively
|
64,752
|
12,439
|
||||||
Additional paid-in capital
|
44,690,704
|
42,353,642
|
||||||
Accumulated other comprehensive loss
|
(489,516
|
)
|
(678,830
|
)
|
||||
Stock purchase warrants
|
218,656
|
218,656
|
||||||
Accumulated deficit
|
(45,823,698
|
)
|
(44,235,280
|
)
|
||||
Total Brazil Minerals, Inc. stockholders' deficit
|
(1,339,101
|
)
|
(518,939
|
)
|
||||
Non-controlling interest
|
1,328,594
|
131,054
|
||||||
Total stockholders' deficit
|
(10,507
|
)
|
(387,885
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
1,173,588
|
$
|
1,132,857
|
Year Ended December 31,
|
Year Ended December 31,
|
|||||||
2016
|
2015
|
|||||||
Revenue
|
$
|
13,323
|
$
|
63,610
|
||||
Cost of revenue
|
218,245
|
163,149
|
||||||
Gross margin
|
(204,922
|
)
|
(99,539
|
)
|
||||
Operating expenses:
|
||||||||
Professional fees
|
106,517
|
143,779
|
||||||
General and administrative
|
371,787
|
665,160
|
||||||
Compensation and related costs
|
279,825
|
216,172
|
||||||
Stock based compensation
|
359,570
|
158,146
|
||||||
Total operating expenses
|
1,117,699
|
1,183,257
|
||||||
Loss from operations
|
(1,322,621
|
)
|
(1,282,796
|
)
|
||||
Other expense (income):
|
||||||||
(Gain) loss on derivative liabilities
|
(281,345
|
)
|
(1,286,573
|
)
|
||||
Interest on promissory notes
|
234,288
|
137,725
|
||||||
Amortization of debt discounts and other fees
|
237,773
|
1,025,221
|
||||||
Extinguishment of debt
|
-
|
719,119
|
||||||
Other expense (income)
|
226,292
|
(20
|
)
|
|||||
Total other expense (income)
|
417,008
|
595,472
|
||||||
Loss before provision for income taxes
|
(1,739,629
|
)
|
(1,878,268
|
)
|
||||
Provision for income taxes
|
-
|
-
|
||||||
Net loss
|
(1,739,629
|
)
|
(1,878,268
|
)
|
||||
Loss attributable to non-controlling interest
|
(151,211
|
)
|
-
|
|||||
Net loss attributable to Brazil Minerals, Inc. stockholders
|
$
|
(1,588,418
|
)
|
$
|
(1,878,268
|
)
|
||
Basic and diluted loss per share
|
||||||||
Net loss per share attributable to Brazil Minerals, Inc. common stockholders
|
$
|
(0.08
|
) |
$
|
(0.80
|
)
|
||
Weighted-average number of common shares outstanding:
|
||||||||
Basic and diluted
|
19,351,894
|
2,347,877
|
||||||
Comprehensive loss:
|
||||||||
Net loss
|
$
|
(1,739,629
|
)
|
$
|
(1,878,268
|
)
|
||
Foreign currency translation adjustment
|
-
|
(313,357
|
)
|
|||||
Comprehensive loss
|
(1,739,629
|
)
|
(2,191,625
|
)
|
||||
Comprehensive loss attributable to noncontrolling interests
|
(151,211
|
)
|
-
|
|||||
Comprehensive loss attributable to Brazil Minerals, Inc. stockholders
|
$
|
(1,588,418
|
)
|
$
|
(2,191,625
|
)
|
Accumulated
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional
|
Other
|
Common
|
Total
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock
|
Series B Preferred Stock
|
Series C Preferred Stock
|
Common Stock
|
Paid-in
|
Comprehensive
|
Stock Purchase
|
Accumulated
|
Noncontrolling
|
Stockholders'
|
|||||||||||||||||||||||||||||||||||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
Shares
|
Value
|
Shares
|
Value
|
Capital
|
Loss
|
Warrants
|
Deficit
|
Interests
|
Equity (Deficit)
|
|||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2014
|
1
|
$
|
1
|
-
|
$
|
-
|
-
|
$
|
-
|
237,237
|
237
|
$
|
40,602,140
|
$
|
(365,473
|
)
|
$
|
218,656
|
$
|
(42,418,033
|
)
|
$
|
-
|
$
|
(1,962,472
|
)
|
||||||||||||||||||||||||||||||
Issuance of Series B preferred stock in connection with sales made
under private offerings
|
-
|
-
|
279
|
270,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
270,000
|
||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debenture(s) and other indebtedness
into Series B preferred stock
|
-
|
-
|
100
|
166,667
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
166,667
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Series B preferred stock in exchange for the rights
to certain diamond contract(s)
|
-
|
-
|
668
|
1,113,333
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,113,333
|
||||||||||||||||||||||||||||||||||||||||||
Accrual of Series B preferred stock dividend(s)
|
-
|
-
|
-
|
10,433
|
-
|
-
|
-
|
-
|
(10,433
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Series C preferred stock in exchange for the return of common stock
|
-
|
-
|
-
|
-
|
200,000
|
250,000
|
(2,000,000
|
)
|
(2,000
|
)
|
(78,000
|
)
|
-
|
-
|
-
|
-
|
170,000
|
|||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with sales made under private offerings
|
-
|
-
|
-
|
-
|
-
|
-
|
3,201,795
|
3,202
|
201,298
|
-
|
-
|
-
|
-
|
204,500
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debenture(s) and other indebtedness into common stock
|
-
|
-
|
-
|
-
|
-
|
-
|
10,062,666
|
10,063
|
1,288,069
|
-
|
-
|
-
|
-
|
1,298,132
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock in exchange for consulting, professional and other services
|
-
|
-
|
-
|
-
|
-
|
-
|
14,818
|
15
|
24,793
|
-
|
-
|
-
|
-
|
24,808
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock to related parties in lieu of cash for loans payable and other accrued obligations
|
-
|
-
|
-
|
-
|
-
|
-
|
923,520
|
923
|
98,042
|
-
|
-
|
-
|
-
|
98,965
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Return of common stock in connection with RST
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,253
|
)
|
(1
|
)
|
(56,532
|
)
|
-
|
-
|
-
|
-
|
(56,533
|
)
|
||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock options in exchange for consulting, professional and other services
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
151,700
|
-
|
-
|
-
|
-
|
151,700
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock options in connection with the issuance of convertible debenture(s) and other indebtedness
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
44,845
|
-
|
-
|
-
|
-
|
44,845
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of beneficial conversion features related to convertible debentures
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
87,720
|
-
|
-
|
-
|
-
|
87,720
|
||||||||||||||||||||||||||||||||||||||||||
Change in foreign currency translation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(313,357
|
)
|
-
|
-
|
-
|
(313,357
|
)
|
||||||||||||||||||||||||||||||||||||||||
Change in noncontrolling interest(s)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
61,021
|
131,054
|
192,075
|
||||||||||||||||||||||||||||||||||||||||||
Net income (loss)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,878,268
|
)
|
-
|
(1,878,268
|
)
|
||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2015
|
1
|
$
|
1
|
1,047
|
$
|
1,560,433
|
200,000
|
$
|
250,000
|
12,438,783
|
$
|
12,439
|
$
|
42,353,642
|
$
|
(678,830
|
)
|
$
|
218,656
|
$
|
(44,235,280
|
)
|
$
|
131,054
|
$
|
(387,885
|
)
|
|||||||||||||||||||||||||||||
Issuance of Series B preferred stock in connection with sales made under private offerings
|
-
|
-
|
35
|
55,500
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
55,500
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debenture(s) and other indebtedness into Series B preferred stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Series B preferred stock into shares of common stock and Jupiter Gold common stock
|
-
|
-
|
(1,082
|
)
|
(1,698,283
|
)
|
-
|
-
|
20,610,000
|
20,610
|
888,363
|
-
|
-
|
-
|
890,346
|
101,036
|
||||||||||||||||||||||||||||||||||||||||
Accrual of Series B preferred stock dividend(s)
|
-
|
-
|
-
|
82,350
|
-
|
-
|
-
|
-
|
(82,350
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||||||||
Conversion of Series C preferred stock into shares of Jupiter Gold common stock
|
-
|
-
|
-
|
-
|
(200,000
|
)
|
(250,000
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
125,000
|
(125,000
|
)
|
|||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with sales made under private offerings
|
-
|
-
|
-
|
-
|
-
|
-
|
17,687,503
|
17,687
|
241,013
|
-
|
-
|
-
|
-
|
258,700
|
||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debenture(s) and other indebtedness into common stock and Jupiter Gold common stock
|
-
|
-
|
-
|
-
|
-
|
-
|
11,912,849
|
11,913
|
575,116
|
-
|
-
|
-
|
229,425
|
816,454
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock in exchange for consulting, professional and other services
|
-
|
-
|
-
|
-
|
-
|
-
|
160,000
|
160
|
7,840
|
-
|
-
|
-
|
-
|
8,000
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock to related parties in lieu of cash for loans payable and other accrued obligations
|
-
|
-
|
-
|
-
|
-
|
-
|
1,842,467
|
1,842
|
90,281
|
-
|
-
|
-
|
45,980
|
138,103
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of beneficial conversion features related to convertible debentures
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
240,352
|
-
|
-
|
-
|
-
|
240,352
|
||||||||||||||||||||||||||||||||||||||||||
Stock based compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
100,684
|
101
|
359,469
|
-
|
-
|
-
|
-
|
359,570
|
||||||||||||||||||||||||||||||||||||||||||
Contribution of capital assets from related party
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
16,978
|
-
|
-
|
-
|
-
|
16,978
|
||||||||||||||||||||||||||||||||||||||||||
Change in foreign currency translation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
189,314
|
-
|
-
|
-
|
189,314
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Jupiter Gold common stock in connection with sales made under private offerings
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
58,000
|
58,000
|
||||||||||||||||||||||||||||||||||||||||||
Change in noncontrolling interest(s)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||||||||||||
Net income (loss)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,588,418
|
)
|
(151,211
|
)
|
(1,739,629
|
)
|
|||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2016
|
1
|
$
|
1
|
-
|
$
|
-
|
-
|
$
|
-
|
64,752,286
|
$
|
64,752
|
$
|
44,690,704
|
$
|
(489,516
|
)
|
$
|
218,656
|
$
|
(45,823,698
|
)
|
$
|
1,328,594
|
(10,507
|
)
|
Year Ended December 31,
|
Year Ended December 31,
|
|||||||
2016
|
2015
|
|||||||
Cash flows from operating activities of continuing operations:
|
||||||||
Net loss
|
$
|
(1,739,629
|
)
|
$
|
(1,878,268
|
)
|
||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||
Non-controlling interest
|
-
|
-
|
||||||
Stock based compensation and services
|
367,570
|
159,008
|
||||||
Forgiveness of related party receivable
|
-
|
93,580
|
||||||
Unrealized (gain) loss from change in derivative liabilities
|
(281,345
|
)
|
(1,286,573
|
)
|
||||
Amortization of debt discounts
|
237,773
|
730,131
|
||||||
Amortization of deferred financing costs
|
2,542
|
-
|
||||||
Excess fair market value of common stock issued in satisfaction of related party liabilities
|
37,584
|
288,783
|
||||||
Additional expense related to exchange of Series C for customer deposits and derivative liability
|
-
|
455,460
|
||||||
Gain on exchange of preferred shares for common stock to noncontrolling interests of subsidiary company
|
(2,964
|
)
|
-
|
|||||
Loss on extinguishment of debt
|
229,426
|
-
|
||||||
Depreciation and amortization
|
87,005
|
56,328
|
||||||
Provision for doubtful accounts
|
1,339
|
-
|
||||||
Provision for excess or obsolete inventory
|
73,837
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
1,896
|
(2,886
|
)
|
|||||
Taxes recoverable
|
(20,781
|
)
|
21,824
|
|||||
Prepaid expenses
|
-
|
45,648
|
||||||
Inventory
|
14,958
|
65,348
|
||||||
Deposits and advances
|
-
|
67,299
|
||||||
Accounts payable and accrued expenses
|
140,300
|
75,900
|
||||||
Accrued salary due to officer
|
230,143
|
142,500
|
||||||
Other noncurrent liabilities
|
(27,060
|
)
|
-
|
|||||
Customer deposits
|
-
|
-
|
||||||
Net cash provided by (used in) operating activities
|
(647,406
|
)
|
(965,918
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Acquisition of capital assets
|
(17,467
|
)
|
(10,019
|
)
|
||||
Advances to related parties
|
-
|
(14,743
|
)
|
|||||
Purchase of non-controlling interest
|
-
|
-
|
||||||
Investment accounted for by the equity method
|
-
|
-
|
||||||
Increase in intangible assets
|
(28,416
|
)
|
-
|
|||||
Net cash provided by (used in) investing activities
|
(45,883
|
)
|
(24,762
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Loan from officer
|
(33,067
|
)
|
30,214
|
|||||
Net proceeds from sale of common stock
|
258,700
|
204,500
|
||||||
Payments of notes payable
|
-
|
(92,152
|
)
|
|||||
Proceeds from sale of preferred stock
|
55,500
|
305,000
|
||||||
Proceeds from sale of subsidiary common stock to noncontrolling interests
|
58,000
|
-
|
||||||
Proceeds from convertible notes payable
|
242,144
|
620,566
|
||||||
Repayment of convertible notes payable
|
-
|
-
|
||||||
Net cash provided by (used in) financing activities
|
581,277
|
1,068,128
|
||||||
Effect of exchange rates on cash and cash equivalents
|
54,794
|
(32,860
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(57,218
|
)
|
44,588
|
|||||
Cash and cash equivalents at beginning of period
|
64,357
|
19,776
|
||||||
Cash and cash equivalents at end of period
|
$
|
7,139
|
$
|
64,364
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||
Acquisition of capital assets with taxes receivable
|
$
|
50,496
|
$
|
-
|
||||
Purchase of equipment with note and customer deposits
|
$
|
-
|
$
|
-
|
||||
Purchase of equipment offset by related party receivable
|
$
|
-
|
$
|
44,854
|
||||
Note issued in connection with RST acquisition
|
$
|
-
|
$
|
124,680
|
||||
Increase in non-controlling interest of RST
|
$
|
-
|
$
|
290,517
|
||||
Share issued in connection with conversion of debt and accrued interest
|
$
|
350,779
|
$
|
1,141,630
|
||||
Value of stock options and beneficial conversion features recorded with notes payable
|
$
|
-
|
$
|
132,566
|
||||
Discounts on notes payable related to fair market value of derivative liability
|
$
|
-
|
$
|
203,780
|
||||
Conversion of notes payable into preferred stock
|
$
|
-
|
$
|
100,000
|
||||
Conversion of notes payable and accrued interest into subsidiary common stock
|
$
|
236,250
|
$
|
-
|
||||
Conversion of Series B preferred stock into common stock
|
$
|
908,972
|
$
|
-
|
||||
Conversion of Series B preferred stock into common stock of subsidiary company
|
$
|
789,311
|
$
|
-
|
||||
Deferred financing costs accrued in relation to the issuance of debt
|
$
|
9,800
|
$
|
-
|
||||
Discount for beneficial conversion features on convertible notes
|
$
|
241,852
|
$
|
-
|
||||
Dividends payable to Series B preferred shareholders
|
$
|
82,350
|
$
|
-
|
||||
Exchange of common stock into Series C preferred stock
|
$
|
-
|
$
|
55,000
|
||||
Removal of investment through return of common stock
|
$
|
-
|
$
|
56,533
|
||||
Removal of derivative liability and customer deposits with Series B preferred stock
|
$
|
-
|
$
|
638,790
|
As of
|
As of
|
|||||||
December 31, 2016
|
December 31, 2015
|
|||||||
Accounts payable and other accruals
|
$
|
162,976
|
$
|
354,467
|
||||
Accrued interest
|
170,439
|
116,870
|
||||||
Total
|
$
|
333,415
|
$
|
471,337
|
·
|
The Company filed a 1-for-500 reverse split with the state of Nevada on December 15, 2016, which became effective on January 27, 2017. The Company increased its authorized common share count to 100 million on February 15, 2017.
|
·
|
The Company's subsidiary Jupiter Gold Corporation filed its Annual Report on Form 20-F with the SEC on May 15, 2017.
|
|
BRAZIL MINERALS, INC.
|
|
|
|
|
|
By:
|
/s/ Marc Fogassa
|
|
|
Marc Fogassa
|
Date: June 5, 2017
|
|
Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ Marc Fogassa
|
Chief Executive Officer
|
June 5, 2017
|
||
Marc Fogassa
|
and Director; Chief Financial
|
|
||
|
Officer and Chief Accounting Officer
|
|
||
|
|
|
||
|
|
|
||
/s/ Roger Noriega
|
Director
|
June 5, 2017
|
||
Roger Noriega
|
|
|
||
|
|
|
||
/s/ Paul Durand
|
Director
|
June 5, 2017
|
||
Paul Durand
|
|
|
Exhibit
|
|
Number
|
Description
|
|
|
3.1
|
Articles of Incorporation of the Company filed with the Secretary of State of Nevada on December 15, 2011. Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by the Company on April 6, 2012 (the "S-1").
|
|
|
3.2
|
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 18, 2012. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on December 26, 2012 (the "December 2012 8-K").
|
|
|
3.3
|
Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012. Incorporated by reference to Exhibit 3.2 to the December 2012 8-K.
|
|
|
3.4
|
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 24, 2012. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on January 28, 2013 (the "January 2013 8-K").
|
|
|
3.5
|
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on January 24, 2013. Incorporated by reference to Exhibit 3.2 to the January 2013 8-K.
|
|
|
3.6
|
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on May 27, 2014. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on June 13, 2014.
|
|
|
3.7
|
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on January 13, 2015. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on January 20, 2015.
|
|
|
3.8
|
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on March 18, 2015. Incorporated by reference to Exhibit 3.8 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the Commission on April 16, 2015 (the "2014 10-K").
|
|
|
3.9
|
Amended and Restated By-laws of the Company. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on December 11, 2015.
|
|
|
3.10
|
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. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on July 6, 2015.
|
|
|
3.11
|
Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of the Company as filed with Secretary of State of the State of Nevada on August 26, 2015 and amended on September 29, 2015. Incorporated by reference to Exhibit 3.11 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Commission on April 14, 2016 (the "2015 10-K").
|
|
|
3.12
|
Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of the Company as filed with Secretary of State of the State of Nevada on December 29, 2015 and corrected on February 10, 2016. Incorporated by reference to Exhibit 3.12 to the 2015 10-K.
|
|
|
Exhibit
|
|
Number
|
Description
|
|
|
3.13
|
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on September 17, 2015. Incorporated by reference to Exhibit 3.13 to the 2015 10-K.
|
|
|
3.14
|
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on March 21, 2016. Incorporated by reference to Exhibit 3.14 to the 2015 10-K.
|
|
|
3.15
|
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on August 23, 2016.*
|
3.16
|
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on November 2, 2016.*
|
3.17
|
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 15, 2016. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on January 27, 2017.
|
3.18
|
Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on February 14, 2017.*
|
4.1
|
Senior Secured Convertible Promissory Note of the Company dated January 8, 2014 in the principal amount of $244,000 to the order of Heather U. Baines and Lloyd McAdams AB Living Trust dated 8/1/2001. Incorporated by reference to Exhibit 4.4 to the 2013 10K/A-1.
|
|
|
4.2
|
Convertible Promissory Note of the Company dated February 21, 2014 in the principal amount of $222,500 to the order of St George Investments, LLC. Incorporated by reference to Exhibit 4.5 to the 2013 10K/A-1.
|
|
|
4.3
|
Option to Purchase 1,500,000 shares of the Company's Common Stock Issued to the Nazari & Associates International Group, Inc. Defined Benefit Pension Plan on March 4, 2014. Incorporated by reference to Exhibit 4.6 to the 2013 10K/A-1.
|
|
|
4.4
|
Option to Purchase 1,500,000 shares of the Company's Common Stock Issued to the Suter Family Trust u/t/a April 12, 2002, as amended and restated on March 4, 2014. Incorporated by reference to Exhibit 4.7 to the 2013 10K/A-1.
|
|
|
4.5
|
Warrant to Purchase 488,000 Shares of the Company's Common Stock Issued to Heather U. Baines and Lloyd McAdams AB Living Trust dated 8/1/2001on January 8, 2014. Incorporated by reference to Exhibit 4.8 to the 2013 10K/A-1.
|
|
|
4.6
|
Convertible Promissory Note of the Company, dated August 14, 2014, in the principal amount of $222,500 to the order of St George Investments, LLC. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on August 20, 2014.
|
|
|
4.7
|
12% Convertible Note, dated November 3, 2014 in the principal amount of $50,000 from the Company to JSJ Investments Inc. Incorporated by reference to Exhibit 4.10 to the 2014 10-K.
|
|
|
4.8
|
10% Convertible redeemable Note dated November 7, 2014 in the principal amount of $71,660 from the Company to LG Capital Funding, LLC. Incorporated by reference to Exhibit 3.8 to the 2014 10-K.
|
|
|
|
|
Exhibit
|
|
Number
|
Description
|
|
|
4.9
|
Convertible Promissory Note dated January 5, 2015 in the principal amount of $66,000 from the Company to WHC Capital, LLC. Incorporated by reference to Exhibit 4.12 to the 2015 10-K.
|
|
|
4.10
|
12% Convertible Note dated January 15, 2015 in the principal amount of $15,000 from the Company to JSJ Investments Inc. Incorporated by reference to Exhibit 4.13 to the 2015 10-K.
|
|
|
4.11
|
Convertible Promissory Note of the Company, dated January 30, 2015, in the principal amount of $50,000 to Carl Suter. Incorporated by reference to Exhibit 4.14 to the 2015 10-K.
|
|
|
4.12
|
Option to Purchase 10,000,000 shares of the Company's Common Stock issued on January 30, 2015 to Carl Suter. Incorporated by reference to Exhibit 4.15 to the 2015 10-K.
|
|
|
4.13
|
Convertible Promissory Note of the Company, dated January 30, 2015, in the principal amount of $50,000 to 2004 Helvin Family Trust. Incorporated by reference to Exhibit 4.16 to the 2015 10-K.
|
|
|
4.14
|
Option to Purchase 10,000,000 shares of the Company's Common Stock issued on January 30, 2015 to 2004 Helvin Family Trust. Incorporated by reference to Exhibit 4.17 to the 2015 10-K.
|
|
|
4.15
|
Convertible Promissory Note of the Company, dated January 30, 2015, in the principal amount of $50,000 to The Nazari & Associates International Group Inc. Defined Benefit Plan. Incorporated by reference to Exhibit 4.18 to the 2015 10-K.
|
|
|
4.16
|
Option to Purchase 10,000,000 shares of the Company's Common Stock issued on January 30, 2015 to The Nazari & Associates International Group Inc. Defined Benefit Plan. Incorporated by reference to Exhibit 4.19 to the 2015 10-K.
|
|
|
4.17
|
Convertible Promissory Note of the Company, dated January 30, 2015, in the principal amount of $50,000 to Matthew H. Taylor. Incorporated by reference to Exhibit 4.20 to the 2015 10-K.
|
|
|
4.18
|
Option to Purchase 10,000,000 shares of the Company's Common Stock issued on January 30, 2015 to Matthew H. Taylor. Incorporated by reference to Exhibit 4.21 to the 2015 10-K.
|
|
|
4.19
|
12% Convertible Note dated May 28, 2015 in the principal amount of $25,000 from the Company to JSJ Investments Inc. Incorporated by reference to Exhibit 4.22 to the 2015 10-K.
|
|
|
4.20
|
10% Convertible Redeemable Note dated June 4, 2015 in the principal amount of $27,825 from the Company to LG Capital Funding, LLC. Incorporated by reference to Exhibit 4.23 to the 2015 10-K.
|
|
|
4.21
|
Convertible Promissory Note dated June 4, 2015 in the principal amount of $50,000 from the Company to Carl Suter. Incorporated by reference to Exhibit 4.24 to the 2015 10-K.
|
|
|
4.22
|
Convertible Promissory Note dated June 9, 2015 in the principal amount of $25,000 from the Company to 2004 Helvin Family Trust Incorporated by reference to Exhibit 4.25 to the 2015 10-K.
|
|
|
4.23
|
Convertible Promissory Note dated June 10, 2015 in the principal amount of $25,000 from the Company to The Nazari & Associates International Group Inc. Defined Benefit Plan Incorporated by reference to Exhibit 4.26 to the 2015 10-K.
|
|
|
4.24
|
Convertible Promissory Note dated July 6, 2015 in the principal amount of $25,000 from the Company to 2004 Helvin Family Trust. Incorporated by reference to Exhibit 4.27 to the 2015 10-K.
|
|
|
4.25
|
Convertible Promissory Note dated July 7, 2015 in the principal amount of $25,000 from the Company to The Nazari & Associates International Group Inc. Defined Benefit Plan Incorporated by reference to Exhibit 4.28 to the 2015 10-K.
|
|
|
|
|
Exhibit
|
|
Number
|
Description
|
|
|
4.26
|
Convertible Promissory Note dated July 10, 2015 in the principal amount of $50,000 from the Company to Matthew H. Taylor. Incorporated by reference to Exhibit 4.29 to the 2015 10-K.
|
|
|
4.27
|
Convertible Promissory Note dated July 24, 2015 in the principal amount of $22,500 from the Company to Carl Suter Incorporated by reference to Exhibit 4.30 to the 2015 10-K.
|
|
|
4.28
|
8% Convertible Redeemable Promissory Note dated June 30, 2015 in the principal amount of $34,000 from the Company to GW Holdings Group, LLC Incorporated by reference to Exhibit 4.31 to the 2015 10-K.
|
|
|
4.29
|
8% Convertible Redeemable Promissory Note dated August 18, 2015 in the principal amount of $22,500 from the Company to GW Holdings Group, LLC. Incorporated by reference to Exhibit 4.32 to the 2015 10-K.
|
|
|
4.30
|
8% Convertible Redeemable Promissory Note dated September 17, 2015 in the principal amount of $26,000 from the Company to GW Holdings Group, LLC. Incorporated by reference to Exhibit 4.33 to the 2015 10-K.
|
|
|
4.31
|
Form of 8% Convertible Redeemable Promissory from the Company to GW Holdings Group, LLC issued as listed in Annex A thereto.*
|
10.1
|
Employment Agreement between the Company and Marc Fogassa. Incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the "2012 10-K").
|
|
|
10.2
|
2013 Stock Incentive Plan. Incorporated by reference to Exhibit 10.7 to the 2012 10-K.
|
|
|
10.3
|
Securities Purchase Agreement dated as of February 21, 2014 between the Company and St George Investments LLC. Incorporated by reference to Exhibit 10.7 to the 2013 10K/A-1.
|
|
|
10.4
|
Securities Purchase Agreement dated as of August 14, 2014, between the Company and St. George Investments, LLC. Incorporated by reference to Exhibit 10.1 to the August 2014 8-K.
|
|
|
10.5
|
Stock Purchase Agreement dated as August 8, 2014 among the Company, Farris Kincaid, Craig Kincaid, Kenneth Kincaid and Ronald Kincaid. Incorporated by reference to Exhibit 10.9 to the 2014 10-K.
|
|
|
10.6
|
Stock Purchase Agreement dated as of April 10, 2015 between the Company and the Jonathan and Kristen Croxton Family Trust Dated September 18, 2009 Incorporated by reference to Exhibit 10.6 to the 2015 10-K.
|
|
|
10.7
|
Stock Purchase Agreement dated as of April 10, 2015 between the Company and Trevor Smith. Incorporated by reference to Exhibit 10.7 to the 2015 10-K.
|
|
|
10.8
|
Stock Purchase Agreement dated as of April 10, 2015 between the Company and Greg Reed. Incorporated by reference to Exhibit 10.8 to the 2015 10-K.
|
|
|
10.9
|
Stock Purchase Agreement dated as of April 10, 2015 between the Company and Joshua Volen. Incorporated by reference to Exhibit 10.9 to the 2015 10-K.
|
|
|
10.10
|
Stock Purchase Agreement dated as of April 29, 2015 between the Company and Jonathan and Kristen Croxton Family Trust Dated September 18, 2009. Incorporated by reference to Exhibit 10.10 to the 2015 10-K.
|
|
|
10.11
|
Stock Purchase Warrant Agreement dated as of April 29, 2015 to purchase 15,576,923 Shares of Company's Common Stock Issued to the Jonathan and Kristen Croxton Family Trust Dated September 18, 2009. Incorporated by reference to Exhibit 10.11 to the 2015 10-K.
|
|
|
10.12
|
Stock Purchase Agreement dated as of April 29, 2015 between the Company and Trevor Smith. Incorporated by reference to Exhibit 10.12 to the 2015 10-K.
|
|
|
10.13
|
Stock Purchase Warrant Agreement dated as of April 29, 2015 to purchase 15,576,923 Shares of Company's Common Stock Issued to Trevor Smith. Incorporated by reference to Exhibit 10.13 to the 2015 10-K.
|
|
|
10.14
|
Stock Purchase Agreement dated as of April 29, 2015 between the Company and Greg Reed Incorporated by reference to Exhibit 10.14 to the 2015 10-K.
|
Exhibit
|
|
Number
|
Description
|
|
|
10.15
|
Stock Purchase Agreements dated as of August 10, 2015 between the Company and Benjamin Khowong. Incorporated by reference to Exhibit 10.15 to the 2015 10-K.
|
|
|
10.16
|
Exchange Agreement dated as of August 11, 2015 between the Company and Carl Suter. Incorporated by reference to Exhibit 10.16 to the 2015 10-K.
|
|
|
10.17
|
Exchange Agreement dated as of August 11, 2015 between the Company and the 2004 Helvin Family Trust Incorporated by reference to Exhibit 10.17 to the 2015 10-K.
|
|
|
10.18
|
Exchange Agreement dated as of August 11, 2015 between the Company and The Nazari & Associates International Group Inc. Defined Benefit Plan. Incorporated by reference to Exhibit 10.18 to the 2015 10-K.
|
|
|
10.19
|
Exchange and Stock Purchase Agreement dated as of September 18, 2015 between the Company and Carl Suter Incorporated by reference to Exhibit 10.19 to the 2015 10-K.
|
|
|
10.2
|
Exchange Agreement dated as of September 30, 2015 between the Company and Matthew H. Taylor. Incorporated by reference to Exhibit 10.20 to the 2015 10-K.
|
|
|
10.21
|
Stock Purchase Agreement dated as September 18, 2015 between the Company and the 2004 Helvin Family Trust Incorporated by reference to Exhibit 10.21 to the 2015 10-K.
|
|
|
10.22
|
Stock Purchase Agreement dated as September 21, 2015 between the Company and The Nazari & Associates International Group Inc. Defined Benefit Plan Incorporated by reference to Exhibit 10.22 to the 2015 10-K.
|
|
|
10.23
|
Stock Purchase Agreement dated as of September 26, 2015 between the Company and Benjamin Khowong. Incorporated by reference to Exhibit 10.23 to the 2015 10-K.
|
|
|
10.24
|
Stock Purchase Agreement dated as of October 26, 2015 between the Company and Benjamin Khowong. Incorporated by reference to Exhibit 10.24 to the 2015 10-K.
|
|
|
10.25
|
Stock Purchase Agreement dated as of November 23, 2015 between the Company and Benjamin Khowong. Incorporated by reference to Exhibit 10.25 to the 2015 10-K.
|
|
|
10.26
|
Stock Purchase Agreement dated as of December 24, 2015 between the Company and Craig Kincaid. Incorporated by reference to Exhibit 10.26 to the 2015 10-K.
|
|
|
10.27
|
Stock Purchase Agreement dated as of December 28, 2015 between the Company and Benjamin Khowong Incorporated by reference to Exhibit 10.27 to the 2015 10-K.
|
|
|
10.28
|
Exchange Agreement dated as of December 29, 2015 between the Company and Benjamin Khowong. Incorporated by reference to Exhibit 10.28 to the 2015 10-K.
|
|
|
10.29
|
Modification dated December 30, 2015 to the Diamond Delivery Agreement initially entered into on March 4, 2014 between the Company, the Suter Family Trust U/T/A Dated April 12, 2002, and The Nazari/Singley Family Trust U/T/A dated May 23, 1995, with The Law Firm of William A. Wurch, PC as collateral agent. Incorporated by reference to Exhibit 10.29 to the 2015 10-K.
|
|
|
10.30
|
Modification dated December 30, 2015 to the Diamond Delivery Agreement initially entered into on April 29, 2014 between the Company, The Suter Family Trust U/T/A Dated April 12, 2002, The Nazari/Singley Family Trust U/T/A dated May 23, 1995, John W. Helvin, Jr., Matthew H. Taylor, with The Law Firm of William A. Wurch, PC as collateral agent. Incorporated by reference to Exhibit 10.30 to the 2015 10-K.
|
|
|
10.31
|
Stock Purchase and Sale Agreement dated as of July 27, 2016 between the Company and Jupiter Gold Corporation ("Jupiter Gold"). Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-1 of Jupiter Gold filed with the Commission on December 1, 2016 (the "Jupiter Gold F-1").
|
|
|
10.32
|
Registration Rights Agreement dated as of July 27, 2016 between the Company and Jupiter Gold. Incorporated by reference to Exhibit 10.2 to the Jupiter Gold F-1.
|
|
|
10.33
|
Gold Retrieval Unit Deployment and Revenue Split Agreement dated as of July 27, 2016 between the Company and Jupiter Gold. Incorporated by reference to Exhibit 10.3 to the Jupiter Gold F-1.
|
|
|
10.34
|
Service Agreement dated as of July 27, 2016 between the Company and Jupiter Gold. Incorporated by reference to Exhibit 10.4 to the Jupiter Gold F-1.
|
|
|
10.35
|
Form of Stock Purchase Agreement between the Company and persons listed in Annex B thereto.*
|
10.36
|
Jupiter Gold Corporation Annual Report on Form 20-F. Incorporated by reference to the Annual Report on Form 20-F filed with the Commission on May 15, 2017
|
|
|
21.1
|
Subsidiaries of the Company.*
|
|
|
31.1
|
Certification of the Chief Executive Officer pursuant to Section 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
32.1
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 135, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
101
|
Interactive Data files pursuant to Rule 405 of Regulation S-T.
|
Effective Date: _____
|
US$_____
|
Dated:
|
|
Brazil Minerals, Inc.
|
|
By: _________________________________
|
|
Title:
|
Date of Conversion:
|
Applicable Conversion Price:
|
Signature:
|
[Print Name of Holder and Title of Signer]
|
Address:
|
SSN or EIN:
|
Shares are to be registered in the following name:
|
Name:
|
Address:
|
Tel:
|
Fax:
|
SSN or EIN:
|
Shares are to be sent or delivered to the following account:
|
Account Name:
|
Address:
|
Date
|
Amount
|
Maturity
|
|||
05/12/2016
|
$
|
31,500
|
05/12/2017
|
||
07/07/2016
|
$
|
6,300
|
07/07/2017
|
||
07/28/2016
|
$
|
10,500
|
07/28/2017
|
||
08/11/2016
|
$
|
10,500
|
08/11/2017
|
||
08/23/2016
|
$
|
15,750
|
08/23/2017
|
||
08/31/2016
|
$
|
15,750
|
08/31/2017
|
||
09/06/2016
|
$
|
10,500
|
09/06/2017
|
||
09/09/2016
|
$
|
15,750
|
09/09/2017
|
||
09/19/2016
|
$
|
21,000
|
09/19/2017
|
||
09/26/2016
|
$
|
15,750
|
09/26/2017
|
||
10/06/2016
|
$
|
21,000
|
10/06/2017
|
||
10/31/2016
|
$
|
26,000
|
10/31/2017
|
||
11/17/2016
|
$
|
10,343.75
|
11/17/2017
|
||
11/29/2016
|
$
|
15,750
|
11/29/2017
|
||
12/08/2016
|
$
|
15,750
|
12/08/2017
|
Purchaser
|
Purchase Amount
|
Shares Purchased
|
[Name]
|
[Dollar
Amount]
|
[Number of
Shares Purchased]
|
Purchaser
|
Amount
|
|||
Benjamin Khowong
|
$
|
70,000
|
||
Lloyd McAdams
|
$
|
29,500
|
||
Craig Kincaid
|
$
|
29,200
|
||
Kenneth Kincaid
|
$
|
28,000
|
||
Matthew Taylor
|
$
|
20,000
|
||
Peter Goldy
|
$
|
17,000
|
||
Carl Suter
|
$
|
14,000
|
||
Helvin Trust
|
$
|
14,000
|
||
Nazari/Singley Trust
|
$
|
14,000
|
Name
|
Jurisdiction
|
Percentage Owned
|
BMIX Participações Ltda.
|
Brazil
|
99.99% by Company
|
Mineração Duas Barras Ltda.
|
Brazil
|
99.99% by
BMIX Participações
Ltda.
|
RST Recursos Minerais Ltda.
|
Brazil
|
50.00% by
BMIX Participações
Ltda.
|
Hercules Resources Corporation
|
Marshall Islands
|
100% by Company
|
Hercules Brasil Ltda.
|
Brazil
|
99.99% by Hercules Resources Corporation
|
Jupiter Gold Corporation
|
Marshall Islands
|
57.88% by the Company
|
Mineração Jupiter Ltda.
|
Brazil
|
99.99% by Jupiter Gold Corporation
|
(1)
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2016 of Brazil Minerals, Inc.;
|
(2)
|
Based on my knowledge, this 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;
|
(3)
|
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 company as of, and for, the periods presented in this report;
|
(4)
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, 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;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
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Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the company's internal control over financial reporting that occurred during the company's most recent fiscal quarter (the company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
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(5)
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I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
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(a)
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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 company's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
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Date: June 5, 2017
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/s/ Marc Fogassa
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Marc Fogassa
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Chief Executive Officer
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(principal executive officer)
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(1)
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I have reviewed this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2016 of Brazil Minerals, Inc.;
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(2)
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Based on my knowledge, this 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;
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(3)
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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 company as of, and for, the periods presented in this report;
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(4)
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I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, 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;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the company's internal control over financial reporting that occurred during the company's most recent fiscal quarter (the company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
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(5)
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I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
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(a)
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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 company's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
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Date: June 5, 2017
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/s/ Marc Fogassa
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Marc Fogassa
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Chief Financial Officer
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(principal financial and accounting officer)
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Date: June 5, 2017
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By:
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/s/ Marc Fogassa
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Marc Fogassa
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Chief Executive Officer
and Chief Financial Officer
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(principal executive officer
And principal accounting and financial officer)
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