What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-25 compared with 2021-03-31 · 21 added, 379 removed, 8 unchanged (98% of the section changed)

1 unchanged sentence

Information and Current Stockholders

common stock is traded under the symbol “BMIX”

and quotations for our

common stock are available on otcmarkets.com.

The following table sets forth, for each of the quarterly periods indicated, the

range of high and low sales prices, in U.S.

dollars, for our common stock for each quarter in 2019 and 2020.

December 31, 2019

First (1/1-3/31)

Second (4/1-6/30)

Third (7/1-9/30)

Fourth (10/1-12/31)

December 31, 2020

First (1/1-3/31)

Second (4/1-6/30)

Third (7/1-9/30)

Fourth (10/1-12/31)

common stock is traded under the symbol “BMIX” and quotations for our common stock are available on otcmarkets.com.

The following

table sets forth, for each of the quarterly periods indicated, the range of high and low sales prices, in U.S.

dollars, for our common

stock for each quarter in 2020 and 2021.

(01/01-03/31)

(04/01-06/30)

(07/01-09/30)

(10/01-12/31)

(01/01-03/31)

(04/01-06/30)

(07/01-09/30)

(10/01-12/31)

of March, 2022, we had 202 holders of record of our common stock as such term is defined in SEC rules, according to records

maintained by our transfer agent.

have not paid any cash dividends since our inception and do not expect to declare any cash dividends in the foreseeable

have not paid any cash dividends since our inception and do not expect to declare any cash dividends in the foreseeable future.

Compensation Plan

2017, our Board of Directors approved our 2017 Stock Incentive Plan under which we can offer eligible employees, consultants,

and non-employee directors cash and stock-based compensation and/or incentives to compensate, attract, retain, or reward such

We have no other equity compensation plan.

The table below sets forth certain information as of December 31, 2020

with respect to the 2017 Stock Incentive Plan.

Plan Category

2017, our Board of Directors approved our 2017 Stock Incentive Plan under which we can offer eligible employees, consultants, and non-employee

directors cash and stock-based compensation and/or incentives to compensate, attract, retain, or reward such individuals.

other equity compensation plan.

The table below sets forth certain information as of December 31, 2020 with respect to the 2017 Stock

Incentive Plan.

available for

column “(a)”)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders (2017 Stock Incentive Plan)

compensation plans approved by security holders

compensation plans not approved by security holders (2017 Stock Incentive Plan)

Selected Financial Data.

Not applicable.

Managements Discussion and Analysis of Financial Condition and Results of Operation.

following discussion of our financial condition and results of operations should be read in

conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere

in this Annual Report.

Annual Report contains forward-looking statements.

Forward-looking statements for Brazil Minerals, Inc.

reflect current expectations,

as of the date of this Annual 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, among others:

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;

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.

Minerals, Inc.

with its subsidiaries (“Brazil Minerals”, the “Company”, “we”, “us”,

or “our”) is a mineral exploration company currently primarily focused on the development of our two 100%-owned hard-rock

lithium projects..

Our initial goal is to be able to enter commercial production of spodumene concentrate, a lithium bearing commodity.

100%-ownership of projects in other highly strategic minerals:

rare earths, titanium, and nickel/cobalt.

We have mining

concessions and other mineral rights for diamonds, and in one of these areas we also mine and sell sand for construction

usage, which was our primary source of our revenues in 2020.

As of the date of

this Annual Report, we own approximately 60% of Apollo Resources Corporation, a private company primarily focused on the development

of its initial iron mine.

We own approximately 30% of Jupiter Gold Corporation, a company focused on the development of gold projects

and of a quartzite mine, and whose common shares are quoted on otcmarkets.com under the symbol “JUPGF”.

have consolidated our results as of December 31, 2020 in this Annual

All of our mineral properties are in Brazil.

Our common stock is quoted on otcmarkets.com under the symbol “BMIX”.

Location in Brazil

Research Exploration

Rio Grande do Norte, Paraíba

Research Exploration

Total –

Goiás, Tocantins

Research Exploration

Total –

Nickel/Cobalt

Research Exploration

Commercial Mining

of our projects currently has reserves in accordance with the definition of such term by the SEC.

One of our projects

has had an NI 43-101 technical report issued (see details below).

projects owned by Jupiter Gold Corporation are summarized in the table below.

Jupiter Gold provides details of its properties

in its Annual Report on Form 20-F filed with the SEC.

We currently own approximately 30% of Jupiter Gold Corporation.

Name & Location in Brazil

Project - Minas Gerais

Floresta –

- Goiás

Crixás

- Goiás

- Minas Gerais

of the Jupiter Gold Corporation projects currently has “reserves”

in accordance with the definition of such term by

The projects owned by Apollo Resources Corporation

are summarized in the table below.

We currently own approximately 60% of Apollo Resources Corporation.

Name & Location in Brazil

Piracicaba Project –

Iron Quadrangle, Minas Gerais

de Cocais Project –

Iron Quadrangle,

Project –

Iron Quadrangle, Minas Gerais

Aurora Project –

Project –

Corumbá

Mato Grosso do Sul

of the Apollo Resources Corporation projects currently has reserves in accordance with the definition of such term

the year 2020 and in 2021 to the date of this Annual Report, we strengthened

our mineral property portfolio significantly.

Some of the highlights are as follows:

we increased our portfolio of hard-rock lithium properties by 463% from 17,487 acres to an aggregate

of 80,934 acres by increasing the size of our original project (in the State of Minas Gerais) and adding a second project in the

Northeast of Brazil (in the States of Rio Grande do Norte and Paraíba).

Both projects are located in areas rich in pegmatites

which contain spodumene as the primary lithium-bearing mineral.

Spodumene has an 8.03% lithium content.

we increased our portfolio of rare earths properties by 363% from 11,001 acres

to 39,972 acres by adding a second project in the State of Bahia.

● Nickel/Cobalt:

we increased our portfolio of rare earths properties by 191% from 4,991 acres to 9,553 acres by adding a second project in the

State of Bahia.

we acquired and currently own approximately 60% of Apollo Resources Corporation,

a private company which is developing its first iron mine.

of Operations

Year Ended December 31, 2020 Compared to Fiscal Year Ended December 31, 2019

for the year ended December 31, 2020 totaled $23,446, compared to revenue of $15,393 during the year ended December 31, 2019 representing

an increase of 52.3%.

We anticipate that revenues will begin to increase with the licensing of new high-quality areas for production

in future periods.

of goods sold for the year ended December 31, 2020 totaled $129,943, compared to cost of goods sold of $182,168 during the year

ended December 31, 2019 representing a decrease of 28.7%.

Cost of goods sold is primarily comprised of labor, fuel, and repairs

and maintenance on our mining equipment.

The decrease is explained by reduced costs resulting from more efficient mining activities

and the risks and uncertainties surrounding COVID-19.

loss for the year ended December 31, 2020 totaled $106,497, compared to gross loss of $166,775 for the year ended December 31,

2019 representing a decrease of 36.1%.

expenses for the year ended December 31, 2020 totaled $1,175,056, compared to operating expenses of $1,097,569 for the year ended

December 31, 2019 representing an increase of $77,487 or 7.1%.

This increase was primarily caused by increased general and administrative

expenses and professional services.

expenses for the year ended December 31, 2020 totaled $264,482, compared to other expenses of $821,537 for the year ended December

31, 2019 representing a decrease of $557,055 or 67.8%.

The decrease was primarily the result of lower amortization expense related

to debt discounts and the relief of $238,151 in interest expense accrued against a convertible note, offset in part by a $76,926

loss due to a fair market value adjustment provision included in a share exchange agreement with a related party.

a result, we incurred a net loss attributable to our shareholders of $1,141,663, or approximately $0.00 per share, for the year

ended December 31, 2020, compared to a net loss attributable to our shareholders of $1,862,077, or approximately $0.00 per share,

for the year ended December 31, 2019.

and Capital Resources

of December 31, 2020, we had total current assets of $305,145 compared to total current liabilities of $2,326,890 for a current

ratio of 0.13 to one and a working capital deficit of $2,021,745.

By comparison we had total current assets of $193,777 compared

to current liabilities of $2,154,356 for a current ratio of 0.09 to one and a working capital deficit of $1,960,579 as of December

Our principal sources of liquidity were from the sale of equity and issuance of debt for the years ended December 31,

2020 and 2019.

cash used in operating activities totaled $996,781 for the year ended December 31, 2020, compared to $791,072 for the year ended

December 31, 2019 representing an increase in cash used of $205,709 or 26.0%.

Net cash used in investing activities totaled $13,643

for the year ended December 31, 2020, compared to $677 for the year ended December 31, 2019 representing a decrease of $12,966

Net cash provided by financing activities totaled $1,104,549 for the year ended December 31, 2020, as compared to

$941,852 for the year ended December 31, 2019 representing an increase of $162,697 or 17.3%.

the year ended December 31, 2020, our sources of liquidity were primarily derived from the proceeds of equity sales by the Company

and two of its subsidiaries.

Our ability to continue as a going concern is dependent upon our capability to generate cash flows

from operations and successfully raise new capital through debt issuances and sales of our equity.

We believe that we will be

successful in the execution of our initiatives, but there can be no assurance.

We have no plans for any significant cash acquisitions

in the foreseeable future.

Recent Developments

On March 3, 2021, we provided the necessary

60-day notice of intent to fully redeem a note issued by us in 2014 with $244,000 in original principal and held by a Trust.

such redemption, past-maturity third-party convertible debt remaining would aggregate $186,736 in principal and we intend to fully

extinguish it within the second quarter of 2021.

accompanying consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates

realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following

the date of these financial statements.

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

Companys 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.

Sheet Arrangements

Company currently has no off-balance sheet arrangements.

Accounting Policies and Estimates

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.

Fair Value of Financial Instruments

We follow 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 us.

Unobservable inputs are inputs that reflect our 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:

Observable inputs such as quoted

prices in active markets;

Inputs, other than the quoted

prices in active markets, that are observable either directly or indirectly;

Unobservable inputs in which

there is little or no market data, which require the reporting entity to develop its own assumptions.

As of December 31, 2020 and 2019, our derivative

liabilities were considered a level 2 liability.

We do not have any level 3 assets or liabilities.

Our financial instruments consist of cash and

cash equivalents, accounts receivable, taxes receivable, prepaid expenses, 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.

Property and Equipment

Property and equipment are stated at cost,

net of accumulated depreciation.

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.

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 we have taken steps to verify title to mineral properties in which it has

an interest, these procedures do not guarantee our 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 December 31, 2020 and 2019, we

did not recognize any impairment losses related to mineral properties held.

Impairment of Intangible

Assets with Indefinite Useful Lives

We account for intangible

assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles –

Goodwill and Other (“ASC

ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated

for impairment at least annually.

On an annual basis, in the fourth quarter of the fiscal year, we review our intangible assets

with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events

or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount.

it is determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the

intangible asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted

Impairment, if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount

exceeds its fair value.

Application of impairment

tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible asset.

Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions,

overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups.

applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates

and making other assumptions.

Changes in these judgments, estimates and assumptions could materially affect the determination of

fair value for each indefinite-lived intangible asset.

Impairment of Long-Lived

For long-lived assets,

such as property and equipment and intangible assets subject to amortization, we continually monitor 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, we assess 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, we recognize 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.

Convertible Instruments

We evaluate and account for conversion options

embedded in convertible instruments in accordance with ASC 470-20, “Debt with Conversion and Other Options”.

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.

We account 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

We determine at the inception of each arrangement

whether an entity in which we hold an investment or in which we have other variable interests in is considered a variable interest

We consolidate VIEs when we are 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

Periodically, we assess 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 we are the primary beneficiary.

If we are not the primary beneficiary

in a VIE, we account for the investment under the equity method or cost method in accordance with the applicable GAAP.

We have concluded that Apollo Resources,

Jupiter Gold and their subsidiaries are VIEs in accordance with applicable accounting

standards and guidance;

and although the operations of Apollo Resources and Jupiter Gold are independent of ours, through governance

rights, we have the power to direct the activities that are most significant to Apollo Resources and Jupiter Gold.

Therefore, we

concluded that we are the primary beneficiary of both Apollo Resources and Jupiter Gold.

Stock-Based Compensation

We record 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

The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination

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.

We utilize 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.

Equity classified share-based payments for employees was fixed at the time of grant.

Equity-classified nonemployee share-based

payment awards are measured at the grant date of the award which is the same as share-based payments for employees.

the requirements of the new rule as of January 1, 2019, the effective date of the new guidance.

Foreign Currency

Our foreign subsidiaries use a local currency

as the functional currency.

Resulting translation gains or losses are recognized as a component of accumulated other comprehensive

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 our consolidated statements of

operations were negligible for all periods presented.

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.

Accounting Pronouncements

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.

Quantitative and Qualitative Disclosures About Market Risk.

information to be reported under this Item is not required of smaller reporting companies.

Financial Statements and Supplementary Data.

financial statements, including the notes thereto, together with the report from our independent registered public accounting

firm are presented beginning at page F-1.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity