Atlas Lithium Corp - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____________ to ____________

Commission File Number 000-55191

Brazil Minerals, Inc.

(Exact name of registrant as specified in its charter)

Nevada		39-2078861
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

Rua Vereador João Alves Praes, nº 95-A

Olhos D'Água, MG 39398-000, Brazil

(Address of principal executive offices)

(833) 661-7900

(Registrant's telephone number, including area code)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company", in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock	BMIX	OTCPink, a marketplace of the OTC Markets Group

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of November 15, 2019, the registrant had 1,114,158,507 shares of common stock, par value $0.001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

	Consolidated Balance Sheets as of September 30, 2019 (Unaudited) and December 31, 2018	F-1

	Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	F-2

	Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	F-3

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)	F-5

	Notes to the Consolidated Financial Statements (Unaudited)	F-6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	3

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7

Item 4.	Controls and Procedures.	7

PART II - OTHER INFORMATION

Item 6.	Exhibits	9

Signatures		10

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

BRAZIL MINERALS, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	September 30,			December 31,
	2019			2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	73,456		$	2,407
Accounts receivable		—			256
Taxes recoverable		22,119			23,773
Inventory		30,881			33,188
Operating lease right of use assets		5,323			—
Deposits and advances		4,629			3,662
Total current assets		136,408			63,286
Property and equipment, net		184,381			243,778
Intangible assets, net		493,558			530,293
Equity investments		150,000			150,000
Total assets	$	964,347		$	987,357

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	627,441		$	531,290
Convertible notes payable, net of debt discounts totaling $223,500 and $8,299, respectively		780,429			866,624
Loans payable		175,308			228,320
Lease liabilities		5,323			—
Related party notes and other payables, net of debt discounts totaling $146,247 and $222,814, respectively		371,988			447,330
Total current liabilities		1,960,489			2,073,564
Other noncurrent liabilities		181,480			188,423
Total liabilities		2,141,969			2,261,987

Stockholders' deficit:
Series A preferred stock, $0.001 par value. 10,000,000 shares authorized; 1 share issued and outstanding		1			1
Common stock, $0.001 par value. 950,000,000 shares authorized; 1,079,564,142 and 332,260,644 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		1,079,564			332,260
Additional paid-in capital		47,379,584			46,771,464
Accumulated other comprehensive loss		(613,860	)		(566,105	)
Accumulated deficit		(50,619,841	)		(49,181,331	)
Total Brazil Minerals, Inc. stockholders' deficit		(2,774,552	)		(2,643,711	)
Non-controlling interest		1,596,930			1,369,081
Total stockholders' deficit		(1,177,622	)		(1,274,630	)
Total liabilities and stockholders' deficit		964,347			987,357

The accompanying notes are an integral part of the consolidated financial statements.

F-1

BRAZIL MINERALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018

Revenue	$	6,548		$	21,172		$	16,513		$	28,472
Cost of revenue		29,456			27,229			124,734			96,313
Gross margin		(22,908	)		(6,057	)		(108,221	)		(67,841	)
Operating expenses:
Professional fees		46,843			10,567			148,409			90,849
General and administrative		113,262			143,300			310,358			289,680
Compensation and related costs		64,914			63,172			239,624			181,948
Stock based compensation		32,724			62,201			139,898			188,957
Total operating expenses		257,743			279,240			838,289			751,434
Loss from operations		(280,651	)		(285,297	)		(946,510	)		(819,275	)
Other expense (income):
Interest on promissory notes		46,764			51,763			123,229			116,477
Amortization of debt discounts and other fees		139,339			176,352			435,860			447,075
Extinguishment of debt		—			—			68,015			—
Other expense (income)		(510	)		—			(510	)		—
Total other expense (income)		185,593			228,115			626,594			563,552
Loss before provision for income taxes		(466,244	)		(513,412	)		(1,573,104	)		(1,382,827	)
Provision for income taxes		—			—			—			—
Net loss		(466,244	)		(513,412	)		(1,573,104	)		(1,382,827	)
Loss attributable to non-controlling interest		(46,712	)		(53,807	)		(134,594	)		(115,158	)
Net loss attributable to Brazil Minerals, Inc. stockholders	$	(419,532	)	$	(459,605	)	$	(1,438,510	)	$	(1,267,669	)

Basic and diluted loss per share
Net loss per share attributable to Brazil Minerals, Inc. common stockholders	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted-average number of common shares outstanding:
Basic and diluted		980,488,750			246,921,774			699,255,659			190,207,606

Comprehensive loss:
Net loss	$	(466,244	)	$	(513,412	)	$	(1,573,104	)	$	(1,382,827	)
Foreign currency translation adjustment		(54,360	)		(8,078	)		(47,755	)		(89,480	)
Comprehensive loss		(520,604	)		(521,490	)		(1,620,859	)		(1,472,307	)
Comprehensive loss attributable to noncontrolling interests		(38,065	)		(53,807	)		(125,947	)		(115,158	)
Comprehensive loss attributable to Brazil Minerals, Inc. stockholders	$	(482,539	)	$	(467,683	)	$	(1,494,912	)	$	(1,357,149	)

The accompanying notes are an integral part of the consolidated financial statements.

F-2

BRAZIL MINERALS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED)

												Accumulated
									Additional			Other									Total
	Series A Preferred Stock				Common Stock				Paid-in			Comprehensive			Accumulated			Noncontrolling			Stockholders'
Three Months Ended	Shares		Value		Shares		Value		Capital			Loss			Deficit			Interests			Equity (Deficit)

Balance, June 30, 2018		1	$	1		209,283,592	$	209,284	$	46,705,575		$	(606,221	)	$	(48,323,195	)	$	1,330,202		$	(684,354	)

Conversion of convertible debenture(s) and other indebtedness
into common stock		-		-		93,516,097		93,515		(45,470	)		-			-			-			48,045
Issuance of common stock in exchange for consulting, professional
and other services		-		-		-		-		-			-			-			50,000			50,000
Stock based compensation		-		-		-		-		62,201			-			-			-			62,201
Change in foreign currency translation		-		-		-		-		-			(8,078	)		-			-			(8,078	)
Issuance of Jupiter Gold common stock in connection with sales
made under private offerings		-		-		-		-		-			-			-			5,000			5,000
Net income (loss)		-		-		-		-		-			-			(459,605	)		(53,807	)		(513,412	)

Balance, September 30, 2018		1	$	1		302,799,689	$	302,799	$	46,722,306		$	(614,299	)	$	(48,782,800	)	$	1,331,395		$	(1,040,598	)

	Series A Preferred Stock			Common Stock				Additional Paid-in			Accumulated Other Compre- nsive			Accumulated			Non-			Total Stockholders'
Three Months Ended	Shares		Value	Shares		Value		Capital			Loss			Deficit			controlling Interests			Equity (Deficit)

Balance, June 30, 2019	1	$	1	866,013,312	$	866,013	$	47,208,238		$	(559,500	)	$	(50,200,309	)	$	1,383,642		$	(1,301,915	)

Issuance of common stock in connection with sales made
under private offerings	-		-	12,000,000		12,000		(1,000	)		-			-			-			11,000
Issuance of common stock in connection with the exercise of
common stock options	-		-	51,000,000		51,000		(50,590	)		-			-			-			410
Conversion of convertible debenture(s) and other indebtedness
into common stock	-		-	150,550,830		150,551		(85,788	)		-			-			-			64,763
Issuance of common stock options in lieu of cash for extinguishment of
convertible notes with related party	-		-	-		-		-			-			-			-			-
Recognition of beneficial conversion features related to
convertible debentures	-		-	-		-		276,000			-			-			-			276,000
Stock based compensation	-		-	-		-		32,724			-			-			-			32,724
Change in foreign currency translation	-		-	-		-		-			(54,360	)		-			-			(54,360	)
Sale of Jupiter Gold common stock in connection with
equity offerings	-		-	-		-		-			-			-			260,000			260,000
Issuance of common stock purchase warrants in connection with sales
of Jupiter Gold common stock	-		-	-		-		-			-			-			-			-
Net income (loss)	-		-	-		-		-			-			(419,532	)		(46,712	)		(466,244	)

Balance, September 30, 2019	1	$	1	1,079,564,142	$	1,079,564	$	47,379,584		$	(613,860	)	$	(50,619,841	)	$	1,596,930		$	(1,177,622	)

The accompanying notes are an integral part of the consolidated financial statements.

F-3

BRAZIL MINERALS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED)

	Series A Preferred Stock				Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Noncontrolling			Total Stockholders'
Nine Months Ended	Shares		Value		Shares		Value		Capital			Loss			Deficit			Interests			Equity (Deficit)

Balance, December 31, 2017		1	$	1		121,274,424	$	121,274	$	46,007,475		$	(524,819	)	$	(47,515,131	)	$	1,391,553		$	(519,647	)

Conversion of convertible debenture(s) and other indebtedness into common stock		—		—		181,525,265		181,525		(35,759	)		—			—			—			145,766
Issuance of common stock in exchange for consulting, professional and other services		—		—		—		—		—			—			—			50,000			50,000
Recognition of beneficial conversion features related to convertible debentures		—		—		—		—		561,633			—			—			—			561,633
Stock based compensation		—		—		—		—		188,957			—			—			—			188,957
Change in foreign currency translation		—		—		—		—		—			(89,480	)		—			—			(89,480	)
Issuance of Jupiter Gold common stock in connection with sales made under private offerings		—		—		—		—		—			—			—			5,000			5,000
Net income (loss)		—		—		—		—		—			—			(1,267,669	)		(115,158	)		(1,382,827	)

Balance, September 30, 2018		1	$	1		302,799,689	$	302,799	$	46,722,306		$	(614,299	)	$	(48,782,800	)	$	1,331,395		$	(1,040,598	)

	Series A Preferred Stock				Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Noncontrolling			Total Stockholders'
Nine Months Ended	Shares		Value		Shares		Value		Capital			Loss			Deficit			Interests			Equity (Deficit)

Balance, December 31, 2018		1	$	1		332,260,644	$	332,260	$	46,771,464		$	(566,105	)	$	(49,181,331	)	$	1,369,081		$	(1,274,630	)

Issuance of common stock in connection with sales made under private offerings		—		—		235,584,906		235,585		(112,085	)		—			—			—			123,500
Issuance of common stock in connection with the exercise of common stock options		—		—		51,000,000		51,000		(50,590	)		—			—			—			410
Conversion of convertible debenture(s) and other indebtedness into common stock		—		—		460,718,592		460,719		(271,269	)		—			—			—			189,450
Issuance of common stock options in lieu of cash for extinguishment of convertible notes with related party		—		—		—		—		270,254			—			—			—			270,254
Recognition of beneficial conversion features related to convertible debentures		—		—		—		—		599,355			—			—			—			599,355
Stock based compensation		—		—		—		—		139,898			—			—			—			139,898
Change in foreign currency translation		—		—		—		—		—			(47,755	)		—			—			(47,755	)
Sale of Jupiter Gold common stock in connection with equity offerings		—		—		—		—		—			—			—			362,443			362,443
Issuance of common stock purchase warrants in connection with sales of Jupiter Gold common stock		—		—		—		—		32,557			—			—			—			32,557
Net income (loss)		—		—		—		—		—			—			(1,438,510	)		(134,594	)		(1,573,104	)

Balance, September 30, 2019		1	$	1		1,079,564,142	$	1,079,564	$	47,379,584		$	(613,860	)	$	(50,619,841	)	$	1,596,930		$	(1,177,622	)

The accompanying notes are an integral part of the consolidated financial statements.

F-4

BRAZIL MINERALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended September 30,
	2019			2018

Cash flows from operating activities of continuing operations:
Net loss	$	(1,573,104	)	$	(1,382,827	)
Adjustments to reconcile net loss to cash used in operating activities:
Stock based compensation and services		139,898			238,957
Amortization of debt discounts		355,021			447,075
Convertible debt issued in satisfaction of other financing costs		13,406			1,050
Loss on extinguishment of debt		68,015			—
Depreciation and amortization		43,665			63,401
Changes in operating assets and liabilities:
Accounts receivable		463			(6	)
Deposits and advances		(1,250	)		—
Accounts payable and accrued expenses		124,423			122,988
Accrued salary due to officer		115,500			160,330
Other noncurrent liabilities		6,307			11,740
Net cash provided by (used in) operating activities		(707,656	)		(337,292	)

Cash flows from investing activities:
Acquisition of capital assets		(74	)		(803	)
Advances to related parties		—			(1,173	)
Net cash provided by (used in) investing activities		(74	)		(1,976	)

Cash flows from financing activities:
Loan from officer		49,816			(65,641	)
Net proceeds from sale of common stock		123,910			—
Proceeds from sale of subsidiary common stock and warrants to noncontrolling interests		395,000			5,000
Proceeds from convertible notes payable		276,000			130,556
Proceeds from loans payable		169,100			143,000
Repayment of loans payable		(222,112	)		—
Net cash provided by (used in) financing activities		791,714			212,915

Effect of exchange rates on cash and cash equivalents		(12,902	)		48,836
Net increase (decrease) in cash and cash equivalents		71,082			(77,517	)
Cash and cash equivalents at beginning of period		2,374			83,374
Cash and cash equivalents at end of period	$	73,456		$	5,857

Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

Supplemental disclosure of non-cash investing and financing activities:
Related party convertible note payable exchanged for stock options	$	202,240		$	—
Shares issued in connection with conversion of debt and accrued interest	$	189,449		$	144,716
Conversion of related party payables into convertible notes payable	$	323,355		$	445,628
Discount for beneficial conversion features on convertible notes	$	276,000		$	561,633

The accompanying notes are an integral part of the consolidated financial statements.

F-5

BRAZIL MINERALS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

Brazil Minerals, Inc. ("Brazil Minerals" or the "Company") was incorporated as Flux Technologies, Corp. under the laws of the State of Nevada, U.S. on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration. Brazil Minerals, through subsidiaries, owns mineral rights in Brazil for gold, diamonds, cobalt, copper, lithium, manganese, nickel, precious gems (aquamarine, beryl, tourmaline) and sand.

On July 27, 2016, upon approval by its Board of Directors, the Company sold a 99.99% equity interest in Mineração Jupiter Ltda (“Mineração Jupiter”) to Jupiter Gold Corporation ("Jupiter Gold"), a newly created company, in exchange for 4,000,000 shares of the common stock of Jupiter Gold. On December 16, 2016, the Securities and Exchange Commission ("SEC") declared effective a Registration Statement filed by Jupiter Gold for the sale of shares in a public offering in the U.S. As of September 30, 2019, the Company has ownership of approximately 43.1% of the equity of Jupiter Gold. The Company has concluded that Jupiter Gold and its subsidiary Mineração Jupiter are VIEs in accordance with applicable accounting standards and guidance; and as such, the accounts and results of Jupiter Gold and Mineração Jupiter have been included in the Company's consolidated financial statements.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”) and are expressed in United States dollars. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2019, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2019 and 2018, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in Form 10-K for the fiscal period ended December 31, 2018 filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2019.

The consolidated financial statements include the accounts of the Company and its 99.99% owned subsidiary, BMIX Participações Ltda. ("BMIX Participações"), which includes the accounts of BMIX Participações’ wholly-owned subsidiary, Mineração Duas Barras Ltda. ("Mineração Duas Barras").

During the year ended December 31, 2014, BMIX Participações acquired an initial 25% interest in RST Recursos Minerais Ltda. ("RST Recursos Minerais"), and during the first quarter of 2015, it acquired an additional 25% interest in RST Recursos Minerais, thus bringing its total ownership of RST to 50%. As of March 18, 2015, RST Recursos Minerais has been consolidated within the Company's financial statements.

On April 17, 2015, BMIX Participações incorporated Hercules Resources Corporation ("Hercules Resources"). On May 27, 2015, Hercules Resources formalized title to 99.99% of Hercules Brasil Comercio e Transportes Ltda. ("Hercules Brasil"). Thus, Hercules Brasil is a wholly-owned subsidiary and has been consolidated within the Company's consolidated financial statements.

F-6

On July 27, 2016, upon approval by its Board of Directors, the Company entered into a stock purchase and sale agreement pursuant to which HRC transferred its 99.99% equity interest in Mineração Jupiter to the Company which immediately thereafter sold such equity interest to Jupiter Gold, a newly created company, in exchange for all of the common stock of Jupiter Gold. On December 16, 2016, the Securities and Exchange Commission ("SEC") declared effective a Registration Statement filed by JGC for the sale of shares in a public offering in the U.S. As of September 30, 2019, the Company has ownership of approximately 43.1% of the equity of JGC. The Company has concluded that Jupiter Gold and its subsidiary, Mineração Jupiter are VIEs in accordance with applicable accounting standards and guidance; and as such, the accounts and results of Jupiter Gold and Mineração Jupiter have been included in the Company's consolidated financial statements.

All material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Going Concern

The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has limited working capital, has incurred losses in each of the past two years, and has not yet received material revenues from sales of products or services. These factors create substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations, the sale of its stock and/or obtaining debt financing. During the nine months ended September 30, 2019 and the year ended December 31, 2018, the Company funded operations primarily through the sale of debt and equity securities and through the receipt of proceeds from revenues. Management's plan to fund its capital requirements and ongoing operations include an increase in cash received from sales of gold and rough diamonds recovered from a new mining area for which the Company received the necessary regulatory permits and has begun ore removal and initial testing runs for mineral recovery. Management's secondary plan to cover any shortfall is selling its equity securities, including common stock in the Company or common stock in Jupiter Gold that it owns, and obtaining debt financing. There can be no assurance the Company will be successful in these efforts.

Fair Value of Financial Instruments

The Company follows the guidance of Accounting Standards Codification ("ASC") Topic 820 – Fair Value Measurement and Disclosure. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company's assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

•

Level 1. Observable inputs such as quoted prices in active markets;

•

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

•

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

F-7

The Company's financial instruments consist of cash and cash equivalents, accounts receivable, taxes receivable, prepaid expenses, inventory, deposits and other assets, accounts payable, accrued expenses and convertible notes payable. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes. The Company's bank accounts are deposited in FDIC insured institutions. Funds held in U.S. banks are insured up to $250,000 and funds held in Brazilian banks are insured up to $250,000 Brazilian Reais (translating into approximately $60,033 as of September 30, 2019).

Inventory

Inventory for the Company consists of ore stockpile, containing auriferous and diamondiferous gravel, which after processing in a recovery plant yields diamonds and gold, and is stated at lower of cost or market. No value was placed on sand. The amount of any write-down of inventories to net realizable value and all losses, are recognized in the period the write-down of loss occurs. At September 30, 2019 and December 31, 2018, inventory consisted primarily of rough ore stockpiled for further gold and diamonds recovery. During the three and nine months ended September 30, 2019 and 2018, the Company did not record any write downs against the value of its inventory.

Taxes Receivable

The Company records a receivable for value added taxes receivable from Brazilian authorities on goods and services purchased by its Brazilian subsidiaries. The Company intends to recover the taxes through the acquisition of capital equipment from sellers who accept tax credits as payments.

Property and Equipment

Property and equipment are stated at cost. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statements of operations as other gain or loss, net.

The diamond and gold processing plant and other machinery are depreciated over an estimated useful life of ten years; vehicles are depreciated over an estimated life of four years; and computer and other office equipment over an estimated useful life of three years.

Right of use assets and lease liabilities

In February 2016, the FASB issued ASU No. 2016-02, "Leases" (ASC 842). The standard requires lessees to recognize almost all leases on the balance sheet as a ROU asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities.

F-8

Under ASC 842, the Company determines if an arrangement is a lease at inception. Right-of-Use ("ROU") assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company's leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current and operating lease liabilities, non-current on the Company's condensed consolidated balance sheets.

As a result of the adoption of ASC 842 on January 1, 2019, the Company recorded both operating lease ROU assets of $21,292 and operating lease liabilities of $21,292. As of September 30, 2019, both the operating lease ROU assets and operating lease liabilities totaled $5,323. The adoption did not impact the Company's beginning retained earnings, or prior year consolidated statements of income and statements of cash flows.

Mineral Properties

Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs, including licenses and lease payments, are capitalized. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's rights. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. As of September 30, 2019, and December 31, 2018, the Company did not recognize any impairment losses related to mineral properties held.

Intangible Assets

For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values, unless the values of neither the assets received nor the assets transferred are determinable within reasonable limits, in which case the assets received are measured based on the carrying values of the assets transferred. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Intangible assets consist of mineral rights awarded by the Brazilian national mining department and held by the Company's subsidiaries.

Impairment of Long-Lived Assets

For long-lived assets, such as property and equipment and intangible assets subject to amortization, the Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

F-9

Convertible Instruments

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) by recording, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

Variable Interest Entities

The Company determines at the inception of each arrangement whether an entity in which the Company holds an investment or in which the Company has other variable interests in is considered a variable interest entity ("VIE"). The Company consolidates VIEs when it is the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, the Company assesses whether any changes in the interest or relationship with the entity affect the determination of whether the entity is still a VIE and, if so, whether the Company is the primary beneficiary. If the Company is not the primary beneficiary in a VIE, the Company accounts for the investment under the equity method or cost method in accordance with the applicable GAAP.

The Company has concluded that Jupiter Gold and its subsidiary Mineração Jupiter are VIEs in accordance with applicable accounting standards and guidance; and although the operations of Jupiter Gold are independent of the Company, through governance rights, the Company has the power to direct the activities that are most significant to Jupiter Gold. Therefore, the Company concluded that it is the primary beneficiary of the Jupiter Gold.

Revenue Recognition

On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. As of December 31, 2018, the consolidated financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605.

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

F-10

•	Step 1: Identify the contract with the customer

•	Step 2: Identify the performance obligations in the contract

•	Step 3: Determine the transaction price

•	Step 4: Allocate the transaction price to the performance obligations in the contract

•	Step 5: Recognize revenue when the company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606's definition of a "distinct" good or service (or bundle of goods or services) if both of the following criteria are met:

•

The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer

•

The entity's promise to transfer the good or service to the customer is separately identifiable from other promises in the contract

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

•	Variable consideration

•	Constraining estimates of variable consideration

•	The existence of a significant financing component in the contract

•	Noncash consideration

•	Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The transaction price is allocated to each performance obligation on a relative standalone selling price basis.

The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

Costs of Goods Sold

Included within costs of goods sold are the costs of cutting and polishing rough diamonds and costs of production such as diesel fuel, labor, and transportation.

F-11

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee's requisite service period. Under ASC 718, volatility is based on the historical volatility of our stock or the expected volatility of the stock of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The Company utilizes the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the expected volatility of our stock price over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management's opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of our employee stock options. Although the fair value of employee stock options is determined in accordance with ASC Topic 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Previously, share-based payment arrangements to nonemployees were accounted for under ASC 718, while nonemployee share-based payments issued for goods and services were accounted for under ASC 505-50. Before the amendment, the major difference for the Company (but not limited to) was the determination of measurement date which generally is the date on which the measurement of equity classified share-based payments becomes fixed. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are no longer measured at the earlier of the date which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. They are now measured at the grant date of the award which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance.

The Company has adopted a stock plan to attract, retain and motivate its directors, officers, employees, consultants and advisors. The Company's 2017 stock incentive plan provides for the issuance of up to 25,000,000 common shares for employees, consultants, directors, and advisors.

Foreign Currency

The Company's foreign subsidiaries use a local currency as the functional currency. Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. Net foreign currency transaction losses included in the Company's consolidated statements of operations were negligible for all periods presented.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of September 30, 2019 and December 31, 2018, the Company's deferred tax assets had a full valuation allowance.

Under ASC 740, a tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. The Company has identified the United States Federal tax returns as its "major" tax jurisdiction.

F-12

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act ("TCJA"), which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21% beginning in 2018.

The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of the Company's foreign subsidiaries as of December 31, 2017. To determine the amount of this transition tax, the Company must determine the amount of earnings generated since inception by the relevant foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings, in addition to potentially other factors. The Company believes that no such tax will be due since its Brazilian subsidiaries have, when required, paid taxes locally and that they have incurred a cumulative operating deficit since inception.

Basic Income (Loss) Per Share

The Company computes loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. As of September 30, 2019, the Company's potentially dilutive securities relate to common stock issuable in connection with convertible notes payable, options and warrants.

Other Comprehensive Income

Other comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, other than net income and including foreign currency translation adjustments.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings (loss) or and financial position.

Recent Accounting Pronouncements

We have reviewed other recent accounting pronouncements issued to the date of the issuance of these consolidated financial statements, and we do not believe any of these pronouncements will have a material impact on the Company.

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

Property and Equipment

The following table sets forth the components of the Company's property and equipment at September 30, 2019 and December 31, 2018:

	September 30, 2019							December 31, 2018
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation			Net Book Value
Capital assets subject to depreciation:
Computers and office equipment	$	1,519	$	(716	)	$	803	$	1,572	$	(769	)	$	803
Machinery and equipment		423,169		(281,719	)		141,450		451,310		(268,537	)		182,773
Vehicles		159,001		(116,873	)		42,128		170,885		(110,683	)		60,202
Total fixed assets	$	583,689	$	(399,308	)	$	184,381	$	623,767	$	(379,989	)	$	243,778

F-13

For the three and nine months ended September 30, 2019, the Company recorded depreciation expense of $22,696 and $43,665, respectively. For the three and nine months ended September 30, 2018, the Company recorded depreciation expense of $19,426 and $63,401, respectively.

Intangible Assets

Intangible assets consist of mining rights are not amortized as the mining rights are perpetual. The carrying value was $493,558 and $530,293 at September 30, 2019 and December 31, 2018, respectively.

Equity Investments without Readily Determinable Fair Values

On October 2, 2017, the Company entered into an exchange agreement whereby it issued 25,000,000 shares of its common stock in exchange for 500,000 shares of Ares Resources Corporation (“Ares Resources”), a related party. The shares were recorded at $150,000, or $0.006 per share. The shares were valued based upon the lowest market price of the Company's common stock on the date the agreement.

Under ASC 825-10, the Company elected to use a measurement alternative for its equity investment that does not have a readily determinable fair value. As such, the Company measured its investment at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

The Company has recognized the cost of its investment in Ares, which is a private company with no readily determinable fair value, at its cost of $150,000 and accounts for the investment as an equity investment without a readily determinable fair value. The Company owns less than 5% of the total shares outstanding of Ares Resources.

Accounts Payable and Accrued Liabilities

	September 30, 2019		December 31, 2018
Accounts payable and other accruals	$	162,480	$	140,968
Accrued interest		464,961		390,322
Total	$	627,441	$	531,290

NOTE 3 – CONVERTIBLE PROMISSORY NOTES PAYABLE

The following tables set forth the components of the Company’s convertible debentures as of September 30, 2019 and December 31, 2018:

	September 30, 2019			December 31, 2018
Convertible notes payable – fixed conversion price	$	244,000			244,000
Convertible notes payable – variable conversion price		759,929			630,923
Less: loan discounts		(223,500	)		(8,299	)
Total convertible notes, net	$	780,429		$	866,624

The following table sets forth a summary of change in our convertible notes payable for the nine months ended September 30, 2019:

	September 30, 2019
Beginning balance	$	866,624
Amortization of debt discounts associated with convertible debt		66,800
Conversion of convertible note principal into common stock		(166,401	)
Issuance of new convertible notes		282,000
Debt discounts recorded upon issuance of new convertible notes		(282,000	)
Penalties and interest assessed for default on terms		13,406
Total convertible notes, net	$	780,429

F-14

Convertible Notes Payable - Fixed Conversion Price

On January 7, 2014, the Company issued to a family trust a senior secured convertible promissory note in the principal amount, and received gross proceeds, of $244,000 and warrants to purchase an aggregate of 488,000 shares of the Company's common stock at an exercise price of $62.50 per share through December 26, 2018. The Company received gross proceeds of $244,000 for the sale of such securities. The outstanding principal of the note bears interest at the rate of 12% per annum. The note is convertible at the option of the holder into common stock of the Company at a conversion rate of one share for each $50.00 of principal and interest converted. As of September 30, 2019, all warrants issued in connection with this note had expired.

The outstanding principal on the note was payable on March 31, 2015, which as of the date of these financial statements is past due and in technical default. The Company is in negotiations with the note holder to satisfy, amend the terms or otherwise resolve the obligation in default. No demand for payment has been made. As a result of the default, the interest rate on the note increased to 30% per annum. Interest was payable on September 30, 2014 and on the maturity date. As of September 30, 2019, the Company has accrued interest payable totaling $365,709 in connection with this note.

Convertible Notes Payable - Variable Conversion Price

At various times to fund operations, the Company issues convertible notes payable in which the conversion features are variable. In addition, some of these convertible notes payable have on issuance discounts and other fees withheld.

During the year ended December 31, 2016, the Company issued to one noteholder, in various transactions, $242,144 in convertible promissory notes with fixed floors and received an aggregate of $232,344 in proceeds. The convertible promissory notes each bear interest at 8.0% per annum and mature one year from issuance ranging from July to December 2017. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company's common stock over the previous 20 days. In addition, each note's conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $241,852 were recorded and are being amortized over the life of the notes. As of September 30, 2019, the outstanding principal balance on these notes total $200,144, and all discounts were fully amortized.

During the year ended December 31, 2017, the Company issued to one noteholder in various transactions $477,609 in convertible promissory notes with fixed floors and received an aggregate of $454,584 in proceeds. The convertible promissory notes each bear interest at 8.0% per annum and mature one year from issuance ranging from January to August 2018. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company's common stock over the previous 20 days. In addition, each note's conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $447,272 were recorded and are being amortized over the life of the notes. As of September 30, 2019, the outstanding principal balance on these notes total $148,565, and all discounts were fully amortized.

During the year ended December 31, 2018, the Company issued to one noteholder in various transactions $137,306 in convertible promissory notes with fixed floors and received an aggregate of $130,556 in proceeds. The convertible promissory notes each bear interest at 8.0% per annum and mature one year from issuance ranging from August 2018 to April 2019. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company's common stock over the previous 20 days. In addition, each note's conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $122,755 were recorded and are being amortized over the life of the notes. As of September 30, 2019, the outstanding principal balance on these notes total $129,220, and all discounts were fully amortized.

F-15

During the nine months ended September 30, 2019, the Company issued to one noteholder in various transactions $282,000 in convertible promissory notes with fixed floors and received an aggregate of $276,000 in proceeds. The convertible promissory notes each bear interest at 8.0% per annum and mature one year from issuance in July 2020. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company's common stock over the previous 20 days. In addition, each note's conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $276,000 and $6,000 for issuance costs were recorded and are being amortized over the life of the notes. As of September 30, 2019, the outstanding principal balance on these notes total $282,000, and the associated unamortized discounts totaled $223,500.

While many of these convertible notes are past their original maturity dates, the Company continues to maintain a favorable relationship and work with the lender with regard to financing its working capital needs. During the nine months ended, the Company was assessed $13,406 in penalties and interest as a result of its default on payment by certain maturity dates by the lender. These charges increased the principal balance outstanding on the notes.

As of September 30, 2019, the Company has accrued interest payable totaling $96,166 in connection with these variable convertible notes.

During the three months ended September 30, 2019 and 2018, the Company issued 150,550,830 and 93,516,097 shares of common stock upon conversion of $55,425 and $45,000, respectively, in notes payable and accrued interest. For the nine months ended September 30, 2019 and 2018, the Company issued 460,718,592 and 181,525,265 shares of common stock upon conversion of $166,401 and $136,275, respectively, in notes payable and accrued interest.

Future Potential Dilution

Most of the Company's convertible notes payable contain adjustable conversion terms with significant discounts to market. As of September 30, 2019, the Company's convertible notes are convertible into an aggregate of approximately 558,300,755 shares of common stock. Due to the variable conversion prices on some of the Company's convertible notes, the number of common shares issuable is dependent upon the traded price of the Company's common stock.

NOTE 4 – LOANS PAYABLE

During the year ended December 31, 2018, the Company received bridge loan proceeds of $228,320 from one lender in various transactions. The loans payable bear interest at 8.0% per annum. The loans are payable upon demand.

During the nine months ended September 30, 2019, the Company received bridge loan proceeds of $169,100 from one lender in various transactions. The loans payable bear interest at 8.0% per annum. The loans are payable upon demand.

On July 8, 2019, the Company repaid $222,112 of bridge loan principal and $17,888 of accrued interest. As of September 30, 2019, the Company has $175,308 of outstanding principal and $3,086 of accrued interest payable in connection with these loans payable.

NOTE 5 – OTHER NONCURRENT LIABILITIES

Other noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located in Brazil. The Company has been funding these amounts upon the termination of a worker or employee. The balance of these employee related costs as of September 30, 2019 and December 31, 2018 amounted to $181,480 and $188,423, respectively.

F-16

NOTE 6 – STOCKHOLDERS' DEFICIT

Authorized and Amendments

On March 15, 2018, an amendment of the charter of the Company filed with the Secretary of State of Nevada increased the number of authorized common shares to 950,000,000 with a par value of $0.001 per share.

On August 27, 2019, an amendment of the charter of the Company filed with the Secretary of State of Nevada increased the number of authorized common shares to 1,200,000,000 with a par value of $0.001 per share.

As of September 30, 2019 and December 31, 2018, the Company had 1,200,000,000 common shares authorized with a par value of $0.001 per share.

Series A Preferred Stock

On December 18, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock ("Series A Stock") to designate one share of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company's Common Stock, with the holders of Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Stock then outstanding, and the holders of Common Stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.

Three and Nine Months Ended September 30, 2019 Transactions

The Company engaged Noble Capital Markets, Inc. (“Noble”) as a non-exclusive financial advisor in December 2018. During the three and nine months ended September 30, 2019, the Company received $135,000 and $265,000, respectively, in gross proceeds from the sale of units consisting of common stock of its subsidiary, Jupiter Gold, and warrants to purchase the Company’s common stock to accredited investors. In aggregate, the securities the Company sold were 212,000 shares of Jupiter Gold and two-year warrants to purchase a total of 106,000,000 shares of Brazil Minerals at $0.0012 per share.

Additionally, the Company received $123,500 in gross proceeds from the sale of 235,584,906 shares of our common stock to accredited investors.

During the three and nine months ended September 30, 2019, the Company issued 150,550,830 and 460,718,592 shares of common stock upon conversion of $64,763 and $189,450 in convertible notes payable and accrued interest, respectively.

Three and Nine Months Ended September 30, 2018 Transactions

During the three and nine months ended September 30, 2018, the Company issued 93,516,097 and 181,525,265 shares of common stock upon conversion of $48,045 and $145,766 in convertible notes payable and accrued interest, respectively.

See Notes 2, 3 and 4 for additional discussions of common stock issuances.

Common Stock Options

During the year ended December 31, 2018, the Company granted options to purchase an aggregate of 31,073,000 shares of common stock to non-management directors. The options were valued at $50,000 in total. The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on the date of the grant ($0.0010 to $0.0026), expected dividend yield of 0%, historical volatility calculated between a range of 205.4% to 217.0%, risk-free interest rate between a range of 1.80% to 2.95%, and an expected term of 5 years.

F-17

During the three and nine months ended September 30, 2019, the Company granted options to purchase an aggregate of 3,470,500 and 29,351,500 shares of common stock to non-management directors, respectively. The options were valued at $12,500 and $37,500 and recorded as stock-based compensation during the three and nine months ended September 30, 2019. The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on the date of the grant which ($0.0009 to $0.0037), expected dividend yield of 0%, historical volatility calculated between a range of 199.2% to 223.2%, risk-free interest rate between a range of 1.55% to 2.31%, and an expected term of 5 years.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases offices in Pasadena, California, U.S., and in the municipality of Olhos D'Agua, Brazil. Such costs are immaterial to the consolidated financial statements.

NOTE 8 - RELATED PARTY TRANSACTIONS

Chief Executive Officer

The following tables set forth the components of the Company’s related party payables as of September 30, 2019 and December 31, 2018:

	September 30, 2019			December 31, 2018
Salary, retirement contributions and advances payable to related party	$	—		$	224,516
Other amounts due to (from) related party		(17,646	)		—

Convertible notes payable to related party	$	566,743		$	445,628
Less: loan discounts		(177,109	)		(222,814	)
Total convertible notes payable to related party, net	$	389,634		$	222,814

Total related party payables	$	371,988		$	447,330

As of September 30, 2019 and December 31, 2018, amounts payable to the Chief Executive Officer for accrued salaries, retirement contributions, and advances made net of any repayments included within related party payable were $549,097 and $670,144, respectively.

F-18

Effective June 30, 2018, the Company issued a convertible promissory note in the principal amount of $445,628 to its Chief Executive Officer against a portion of these unpaid compensatory balances. The note bears no interest and is payable on demand. The note is convertible at the option of the holder at the lower of (i) the average of the five lowest bid prices of the Company's common stock over the previous 20 trading days or (ii) the lowest price per share at which the Company sold its common stock in a transaction with a person who is not a manager, officer, or director of the Company during the period from the date hereof until the giving of notice of the election to convert or the lowest price per share at which a noteholder who is not a manager, officer, or director of the Company converted any debt of the Company into shares of the Company during the period from the date hereof until the giving of notice of the election to convert. The note's conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $445,628 were recorded and are being amortized over a one-year period consistent with the maturity dates of convertible notes issued to third party holders. As of September 30, 2019, all discounts were fully amortized.

On April 7, 2019, the Company’s board of directors approved the issuance of a convertible note in the principal amount of $261,631 to its Chief Executive Officer against a portion of these unpaid compensatory balances. The note bears interest at an annual rate of 6.0% and is payable on demand. The note is convertible at the option of the holder at the lower of (i) $0.00045 or (ii) the lowest price per share at which a noteholder who is not a manager, officer, or director of the Company converted any debt of the Company into common stock of the Company during the period from the date hereof until the giving of notice of the election to convert. Total debt discounts related to the beneficial conversion features of $261,631 were recorded and are being amortized over a one-year period consistent with the maturity dates of convertible notes issued to third party holders. As of September 30, 2019, there were unamortized debt discounts of $130,816 related to this note.

On April 7, 2019, the Company’s board of directors approved the exchange, initiated by a formal notice of conversion dated February 19, 2019, of $202,240 of convertible note principal due to its Chief Executive Officer for five-year stock options to purchase 224,711,111 shares of Brazil Minerals at an exercise price of $0.00001 and 505,600 shares of common stock of Jupiter Gold at an exercise price of $0.001. Per the terms of the convertible note agreement, the conversion notification permitted the holder, at his election, to receive either an issuance of 224,711,111 shares of Brazil Minerals and 505,600 shares of Jupiter Gold, or an issuance of stock options to purchase the same numbers of shares at a nominal exercise price. The options were valued at $270,255 in total. The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on date of grant of $0.0012, expected dividend yield of 0%, historical volatility ranging from 230.1% to 1,271.2%, risk-free interest rate of 2.50%, and an expected term of 5.00 years. In connection with the exchange, the Company recorded a loss on the extinguishment of debt totaling $68,015.

On June 30, 2019, the Company’s board of directors approved the issuance of a convertible note in the principal amount of $61,724 to its Chief Executive Officer against a portion of these unpaid compensatory balances. The note bears interest at an annual rate of 6.0% and is payable on demand. The note is convertible at the option of the holder at the lower of (i) $0.0003 or (ii) the lowest price per share at which a noteholder who is not a manager, officer, or director of the Company converted any debt of the Company into common stock of the Company during the period from the date hereof until the giving of notice of the election to convert. Total debt discounts related to the beneficial conversion features of $61,724 were recorded and are being amortized over a one-year period consistent with the maturity dates of convertible notes issued to third party holders. As of September 30, 2019, there were unamortized debt discounts of $46,293 related to this note.

Investment in Ares Resources Corporation's Common Stock

On October 2, 2017, the Company entered into an exchange agreement whereby it issued 25,000,000 shares of its common stock in exchange for 500,000 shares of Ares Resources Corporation (“Ares Resources”). Our chief executive officer also serves as an officer of Ares Resources, thus making it a related party under common ownership and control. The shares were recorded at $150,000, or $0.006 per share. The shares were valued based upon the lowest market price of the Company's common stock on the date the agreement. As of September 30, 2019, and December 31, 2018, no change in the value of the Ares common stock was recorded as the recorded value still approximated fair value.

NOTE 9 - SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to September 30, 2019 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

F-19

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.

This Quarterly Report contains forward-looking statements. Forward-looking statements for Brazil Minerals, Inc. reflect current expectations, as of the date of this Quarterly Report, and involve certain risks and uncertainties. Actual results could differ materially from those anticipated in these forward- looking statements as a result of various factors. Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include: unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production; market fluctuations; government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection; competition; the loss of services of key personnel; unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of infrastructure as well as general economic conditions.

Description of Business

Overview

Brazil Minerals, Inc. with its subsidiaries ("Brazil Minerals", the "Company", "we", "us", or "our") is focused on two areas: (1) advancement of projects in strategic minerals (lithium, rare earths, titanium), which can be monetized in a variety of ways including mine development and operation, partnership with royalties, sale, or public market spinoff; and (2) mining operation of certain fully-owned areas for alluvial diamonds and gold. We consolidate our results in this Annual Report.

We are currently beginning to mine a promising area for alluvial diamonds and gold. The title to this mineral right and all of the equipment employed in the operations belong to us.

We own high-potential mineral rights for lithium (17,487 acres), rare earths (11,746 acres), and titanium (21,253 acres), all strategic and highly sought-after minerals. We also own mineral rights for alluvial diamonds and gold (19,727 acres), nickel (4,991 acres), and iron (4,120 acres).

Our first equity holdings from a public market spinoff is in Jupiter Gold Corporation (OTC: JUPGF). Brazil Minerals’ ownership of Jupiter Gold’s common stock was 43.1% as of September 30, 2019.

Mineral Properties

Our mineral properties, as of November 15, 2019 are listed in the following table and summarized below.

Brazil Minerals

Project

Primary Mineral(s)

Location

(State in Brazil)

Area (acres)

Status

I. Diamonds and Gold

Diamonds, Gold, Sand (for construction)

Minas Gerais

19,727

Mining (2 locations) & Research

II. Rare Earths

17 rare earths minerals (eg, Gadolinium, Yttrium)

Goiás and Tocantins

11,746

Research

III. Lithium

Lithium

Goiás

17,487

Research

IV. Titanium

Titanium

Minas Gerais

21,253

Research

V. Nickel

Nickel

Goiás

4,991

Research

VI. Iron

Iron

Minas Gerais

4,120

Research

Summary of Key Operational Events in Third Quarter of 2019

•

During the third quarter of 2019, we advanced the operations of one of our mining areas located in the Jequitinhonha River Valley in Brazil, a region known for alluvial diamond and gold recovery for over two centuries. The title to this mineral right and all of the equipment employed in the operations belong to us. In October 2019, we reached levels deep enough to warrant accumulation of material and thereafter we began to process alluvial material in a separation plant, recovering both diamond and gold. Adjustments to the production line and logistics are being made to optimize stockpiling and processing of high potential auriferous and diamondiferous gravel. The goal is to maximize the yield and profitability on diamond and gold recovery.

•

During the third quarter of 2019, we completed a few additional exploratory Banka drill holes in areas just adjacent to the current mining site. In one of these areas, the auriferous and diamondiferous gravel layer was found to be over 20 feet in thickness, which is highly attractive, and provided valuable indication as to future direction for project expansion.

•

During the third quarter of 2019, and continuing to date, we are evaluating all of our mineral rights in the Jequitinhonha Valley to classify and rank where to locate (or partner) other similar mining operations.

•

We have significantly expanded our portfolio of mineral rights for strategic minerals, adding a large number of high-potential mineral properties. In particular, we started the third quarter of 2019 with title to 288 acres for lithium, and finished it with title to 17,487 acres for lithium, 11,746 acres for rare earths, and 21,253 acres for titanium, details of which are below.

•

In July 2019, we increased the size of our lithium project several-fold to a total of 17,487 acres, going from one mineral right to ten mineral rights in a high-potential, premier district in the state of Minas Gerais. Brazilian lithium comes primarily from hard-rock spodumene deposits recognized as desirable due to lower impurities and thus better suited for high technology applications such as batteries for electric vehicles and portable computing devices. Besides spodumene, other minerals containing lithium that are found locally include petalite, amblygonite, and lepidolite. In addition, gemstones such as beryllium, aquamarine, and tourmaline occur in the same pegmatites as spodumene and other lithium-bearing minerals.

•

In August 2019, we added a rare earths project encompassing 11,746 acres in two mineral rights in the state of Goiás and one mineral right is in the state of Tocantins. The term “rare earths” denotes a group of seventeen minerals which are needed in small amounts but essential in several high-technology applications including electric vehicles and military hardware. Our rare earths project claims and areas nearby have had prior studies performed by researchers from both the Brazilian Geological Service and a university.

•

We performed the necessary diligence during the third quarter of 2019, and in October 2019, we formally added a titanium project encompassing 21,253 acres in five mineral rights in the state of Minas Gerais. These mineral rights are in a high-potential location, with high titanium levels found on drilling studies at a neighboring property. Titanium has multiple high technology applications, including aerospace.

Results of Operations

The Three Months Ended September 30, 2019 Compared to the Three Months ended September 30, 2018

During the three months ended September 30, 2019, we had revenues of $6,548, compared to revenues of $21,172 for the similar period in 2018, a decrease of 69.0%. We anticipate that revenues will begin to increase with the licensing of new high-quality areas for production in future periods.

Our consolidated cost of goods sold during the three months ended September 30, 2019 was $29,456, comprised primarily of labor and fuel expenses, as well as machine maintenance. Our consolidated cost of goods sold for the similar period in 2018 was $27,229. The increase of 8.2% in cost of goods sold between 2018 and 2019 is explained by greater costs incurred in preparation of increased mining activities.

Our gross loss for the three months ended September 30, 2019 was $22,908. By comparison, our gross loss for the similar period in 2018 was $6,057. The increase in gross loss of 278.2% between 2018 and 2019 is explained by the greater costs incurred in preparation of increased mining activities, coupled with a decrease in sales.

We incurred operating expenses of $257,743 during the three months ended September 30, 2019, compared to $279,240 in operating expenses for the similar period in 2018, a decrease of $21,497 or 7.7%. Our operating expenses are primarily comprised of compensation costs, professional fees, and general and administrative expenses related to public company costs.

During the three months ended September 30, 2019, we had total other expenses of $185,593, compared to $228,115 in total other expenses for the similar period in 2018, a decrease of $42,522 or 18.7%. These expenses consist primarily of the amortization of debt discounts and interest expense on promissory notes.

For the three months ended September 30, 2019, we experienced a net loss attributable to Brazil Minerals, Inc. of $419,532, as compared to a net loss attributable to Brazil Minerals, Inc. of $459,605 for the similar period in 2018, a decrease of $40,073 or 8.7%.

On a per share basis (both basic and diluted), the net loss attributable to Brazil Minerals, Inc. was $0.00 for the three months ended September 30, 2019 versus $0.00 for the similar period in 2018.

The Nine Months Ended September 30, 2019 Compared to the Nine Months ended September 30, 2018

During the nine months ended September 30, 2019, we had revenues of $16,513, compared to revenues of $28,472 for the similar period in 2018, an increase of 42.0%.

Our consolidated cost of goods sold during the nine months ended September 30, 2019 was $124,734, comprised primarily of labor and fuel expenses, as well as machine maintenance. Our consolidated cost of goods sold for the similar period in 2018 was $96,313. The increase of 29.5% in cost of goods sold between 2018 and 2019 is explained by greater costs incurred in preparation of increased mining activities.

Our gross loss for the nine months ended September 30, 2019 was $108,221. By comparison, our gross loss for the similar period in 2018 was $67,841. The increase in gross loss of 59.5% between 2018 and 2019 is explained by the greater costs incurred in preparation of increased mining activities, offset marginally by increased sales.

We incurred operating expenses of $838,289 during the nine months ended September 30, 2019, compared to $751,434 in operating expenses for the similar period in 2018, an increase of $86,855 or 11.6%. This increase was mostly due to increased compensation costs, professional fees, and general and administrative expenses related to public company costs and increased financing efforts, offset in part by lower stock-based compensation costs.

During the nine months ended September 30, 2019, we had total other expenses of $626,594, compared to $563,552 in total other expenses for the similar period in 2018, an increase of $63,042 or 11.2%. These expenses, consisting of the amortization of debt discounts and interest expense on promissory notes, increased primarily due to the issuance of convertible notes to a related party in lieu of cash for compensation and other amounts previously accrued.

For the nine months ended September 30, 2019, we experienced a net loss attributable to Brazil Minerals, Inc. of $1,438,510, as compared to a net loss attributable to Brazil Minerals, Inc. of $1,267,669 for the similar period in 2018, an increase of $170,841 or 13.5%.

On a per share basis (both basic and diluted), the net loss attributable to Brazil Minerals, Inc. was $0.00 for the nine months ended September 30, 2019 versus $0.01 for the similar period in 2018.

Liquidity and Capital Resources

As of September 30, 2019, we had total current assets of $136,408 compared to total current liabilities of $1,960,489 for a current ratio of 0.07 to 1 and a working capital deficit of $1,824,081. By comparison, as of December 31, 2018, we had total current assets of $63,286 compared to total current liabilities of $2,073,564 for a current ratio of 0.03 to 1 and a working capital deficit of $2,010,278. In both 2019 and 2018, our principal sources of liquidity were through the issuance of equity, bridge loans and convertible debt.

Net cash used in operating activities was $707,656 during the nine months ended September 30, 2019, compared to $337,292 for the similar period in 2018, an increase of $370,364 or 109.8%. Net cash used in investing activities was $74 during the nine months ended September 30, 2019, compared to $1,976 for the similar period in 2018, a decline of $1,902 or 96.3%. Net cash provided by financing activities was $791,714 during the nine months ended September 30, 2019, compared to $212,914 for the similar period in 2018, an increase of $578,799 or 271.9%.

During the nine months ended September 30, 2019 and year ended December 31, 2018, our primary sources of liquidity were derived from proceeds from debt equity issuances from us and one of our subsidiaries. Our ability to continue as a going concern is dependent on our ability to increase revenue from our mining processes, and continued success in our ability to raise new debt and equity capital, all of which provide cash flow for our operations. We believe that we will be successful in achieving these efforts, but there can be no assurance. We have no plans for any significant cash acquisitions in the foreseeable future.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our financial instruments consist of cash and cash equivalents, loans to a related party, accrued expenses, and an amount due to a director. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in our financial statements. If our estimate of the fair value is incorrect at September 30, 2019, it could negatively affect our financial position and liquidity and could result in our having understated our net loss.

Recent Accounting Pronouncements

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. Our significant accounting policies are described in Note 1 of the financial statements. We have reviewed all recent accounting pronouncements issued to the date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on us.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended September 30, 2019, we received $260,000 in gross proceeds from the sale of units consisting of common stock of our subsidiary, Jupiter Gold, and warrants to purchase our common stock to accredited investors. In aggregate, the securities we sold were 295,000 shares of Jupiter Gold and two-year warrants to purchase a total of 84,000,000 shares of Brazil Minerals at a price ranging between $0.0012 and $0.004 per share.

Additionally, we received $11,000 in gross proceeds from the sale of 12,000,000 shares of our common stock to accredited investors and $410 in gross proceeds from the exercise of 51,000,000 common stock options.

All of the above securities were issued in accordance with an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") under Section 4(a)(2) of the Securities Act by virtue of being offered without employing any means of general solicitation and issued to purchasers which represented to us that they are accredited investors and that they were acquiring the securities for investment and could bear the economic risk of the investment. All proceeds of the above described transactions were for use in the normal course of business of the Company.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a "smaller reporting company," as defined by Rule 229.10(f)(1).

Item 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the design, operation, and effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of September 30, 2019. On the basis of that evaluation, management concluded that our disclosure controls and procedures designed to provide reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the "Commission"), and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure were not effective for the reasons described in Item 4(b), but we intend to make them effective by the actions described in Item 4(b).

(b) Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system is designed to provide reasonable assurance to management and to our Board of Directors regarding the preparation and fair presentation of published financial statements. Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on his evaluation under the framework in Internal Control—Integrated Framework (2013), he concluded that our internal control over financial reporting was effective as of September 30, 2019.

There were no changes in our internal control over financial reporting that occurred in the first quarter of 2019 that materially affected, or would be reasonably likely to materially affect, our internal control over financial reporting.

(d) Limitations of the Effectiveness of Internal Controls

The effectiveness of the Company's system of disclosure controls and procedures and internal control over financial reporting is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating the control system, the assumptions used in identifying the likelihood of future events, and the inability to eliminate fraud and misconduct completely. As a result, there can be no assurance that the Company's disclosure controls and procedures and internal control over financial reporting will detect all errors or fraud. However, the Company's control systems have been designed to provide reasonable assurance of achieving their objectives, and the Company's Principal Executive Officer and Principal Financial Officer have concluded that the Company's disclosure controls and procedures and internal control over financial reporting are effective at the reasonable assurance level.

PART II OTHER INFORMATION

Item 6. EXHIBITS

(a)

Exhibits

Exhibit Number		Description

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.

	BRAZIL MINERALS, INC.

Date: November 19, 2019	By:	/s/ Marc Fogassa
		Marc Fogassa
		Chief Executive Officer