What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-25 compared with 2021-03-31 · 1278 added, 1054 removed, 272 unchanged (90% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Companys management, with the participation of the Companys Principal Executive Officer and Principal Financial Officer, has

evaluated the design, operation, and effectiveness of the Companys disclosure controls and procedures, as defined in Rules 13a-15(e)

and 15d-15(e) of the Exchange Act as of December 31, 2020.

On the basis of that evaluation, management concluded that

the Companys disclosure controls and procedures are designed, and are effective, to provide reasonable assurance that the information

required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported

within the time periods specified in the rules and forms of the Commission, and that such information is accumulated and communicated

to management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions

regarding required disclosure.

Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer,

has evaluated the design, operation, and effectiveness of the Company’s disclosure controls and procedures, as defined in Rules

13a-15(e) and 15d-15(e) of the Exchange Act as of December 31, 2021.

On the basis of that evaluation, management concluded that the Company’s

disclosure controls and procedures are designed, and are effective, to provide reasonable assurance that the information required to

be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time

periods specified in the rules and forms of the Commission, and that such information is accumulated and communicated to management,

including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required

Management’s Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in

Exchange Act Rule 13a-15(f).

The Companys internal control system is designed to provide reasonable assurance to management

and to the Companys Board of Directors regarding the preparation and fair presentation of published financial statements.

the supervision and with the participation of management, including the Companys Principal Executive Officer and Principal Financial

Officer, management conducted an evaluation of the effectiveness of the Companys 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 managements evaluation under the framework in Internal Control—Integrated

Framework, management concluded that the Companys internal control over financial reporting was effective as of December 31,

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange

Act Rule 13a-15(f).

The Company’s internal control system is designed to provide reasonable assurance to management and to the

Company’s Board of Directors regarding the preparation and fair presentation of published financial statements.

Under the supervision

and with the participation of management, including the Company’s Principal Executive Officer and Principal Financial Officer,

management conducted an evaluation of the effectiveness of the Company’s 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 management’s evaluation under the framework in Internal Control—Integrated Framework, management concluded

that the Company’s internal control over financial reporting was effective as of December 31, 2021.

Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

over financial reporting.

Since the Company is a non-accelerated filer, managements report is not subject to attestation

by the Companys registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.

a result, this Annual Report contains only managements report on internal controls.

in Internal Control over Financial Reporting

Since the Company is a non-accelerated filer, management’s report is not subject to attestation by the

Company’s registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.

As a result, this Annual

Report contains only management’s report on internal controls.

Changes in Internal Control over Financial Reporting

were no changes in the Company’s internal control over financial reporting that occurred in the fourth quarter of 2021 that materially

affected, or would be reasonably likely to materially affect, the Company’s internal control over financial reporting.

(d) Limitations

of the Effectiveness of Internal Controls

Limitations of the Effectiveness of Internal Controls

effectiveness of the Company’s system of disclosure controls and procedures and internal control over financial reporting is subject

1 unchanged sentence

used in identifying the likelihood of future events, and the inability to eliminate fraud and misconduct completely.

there can be no assurance that the Companys disclosure controls and procedures and internal control over financial reporting

will detect all errors or fraud.

However, the Companys control systems have been designed to provide reasonable assurance of

achieving their objectives, and the Companys Principal Executive Officer and Principal Financial Officer have concluded that

the Companys disclosure controls and procedures and internal control over financial reporting are effective at the reasonable

assurance level.

The Company has utilized the 1992 Committee of Sponsoring Organizations

of the Treadway Commissions internal control framework.

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.

Company has utilized the 1992 Committee of Sponsoring Organizations of the Treadway Commission’s internal control framework.

Other Information.

Directors, Executive Officers and Corporate Governance.

following table sets forth certain information as of March 26, 2020 concerning our directors and executive officers:

Chairman, Chief Executive Officer,

Chief Financial Officer, and Treasurer

following table sets forth certain information as of the date of this Report, concerning our directors and executive officers:

Chief Executive Officer

Robert Noriega

Director, Member of the Audit Committee

Petersen, CFA

Director, Member of the Audit Committee

Pereira de Aguiar

Financial Officer, Treasurer, Principal Accounting Officer

Vice-President,

Business Development and Investor Relations

Corporate Development and Investor Relations

de Paiva Monteiro, Esq.

Vice-President,

Administration and Operations, and Secretary

Nogueira da Silva Júnior

of Environmental, Social and Corporate Governance (ESG), Vice-President, Administration and Operations, and Secretary

Myadzel, PhD, Geol.

Vice-President, Geology

Nogueira da Silva Júnior, Geol.

Vice-President,

1 unchanged sentence

Fogassa , age 55, has been a director and our Chairman and Chief Executive Officer since 2012.

He is also the Chairman and Chief

Executive Officer of Jupiter Gold Corporation, one of our subsidiaries.

He has over 17 years of investment experience in venture

capital, and private and public equity investing, and has served on boards of directors of multiple private companies.

has been invited numerous times to speak about investment issues, particularly as related to Brazil.

Fogassa double majored

at the Massachusetts Institute of Technology (M.I.T.), graduating with two Bachelor of Science degrees in 1990.

He later graduated

from the Harvard Medical School with a Doctor of Medicine degree in 1995, and also from the Harvard Business School with a Master

in Business Administration degree in 1999.

He has extensive experience in venture

capital and public company chief executive management.

He has served on boards of directors of multiple private companies in various

industries, and has been invited to speak about investment issues, particularly as related to Brazil.

Fogassa double majored at the

Massachusetts Institute of Technology (M.I.T.), graduating with two Bachelor of Science degrees in 1990.

He later graduated from the

Harvard Medical School with a Doctor of Medicine degree in 1995, and also from the Harvard Business School with a Master of Business

Administration degree in 1999 with Second-Year Honors.

At Harvard Business School, he was Co-President of the Venture Capital and Private

Fogassa was born in Brazil and is fluent in Portuguese and English.

Fogassa as a director and our Chairman of the Board and President because of his substantial management and fundraising skills,

prior experience as a director of several private companies, venture capital and private equity experience, judgment and his knowledge

of, and contacts in, Brazil.

Roger Noriega, age 61, has been a director since 2012.

Fogassa is also the Chairman and Chief Executive

Officer of Jupiter Gold Corporation, and Chairman and Chief Executive Officer of Apollo Resources Corporation, two companies in which

we own equity positions.

Roger Noriega , age 62, has been an independent director since 2012, and member of the Audit Committee of the Board of Directors since

He has extensive experience in Latin America.

Ambassador Noriega was appointed

by President George W.

Noriega was appointed by President George W.

Bush and confirmed by the U.S.

Congress as U.S.

Assistant Secretary of State, and served from July 2003

to October 2005.

In that capacity, Ambassador Noriega managed a 3,000-person team of professionals in Washington and in 50 diplomatic

posts to design and implement political and economic strategies in Canada, Latin America, and the Caribbean.

Prior to this

assignment, Ambassador Noriega served as U.S.

Ambassador to the Organization of American States (OAS) from August

2001 to July 2003.

Since February 2009 Ambassador Noriega has been the Managing Director of Vision Americas, a Latin America-focused

consulting group that he founded.

Ambassador Noriega has a Bachelor of Arts degree from Washburn University of Topeka, Kansas.

appointed Ambassador Noriega as a director because of his extensive experience in Latin America, business and government

contacts, management skills and judgment.

Bernier, age 63, has been a consultant to us since 2019 and became our Vice-President, Business Development and Investor Relations

Bernier has worked in the business development and investor relations sector for over three decades, and was most

recently at a regional investment bank.

He graduated with a degree in Management from Boston University.

Joel de Paiva Monteiro, Esq., age 31, has been

a consultant to us since 2017 and became our Vice-President, Administration and Operations, in 2020.

Previously he was a partner

of the Brazilian law firm PRA Advogados - Pimenta da Rocha Andrade, with three offices and headquarters in Belo Horizonte, state

of Minas Gerais.

Monteiro has worked with all aspects of Brazilian business law, and has extensive experience in a wide range

of areas from strategic business planning to litigation.

His prior clients included large corporations in a variety of economic

sectors in diverse states in Brazil.

Monteiro has a law degree from the Milton Campos Faculty in Belo Horizonte, Brazil.

he achieved a post-graduate degree in Business and Civil Law from the Pontifical Catholic University of Minas Gerais.

is also a director of Jupiter Gold Corporation and of Apollo Resources Corporation.

Areli Nogueira da Silva Júnior, age

41, has been a consultant to us since 2018 and became our Vice-President, Mineral Exploration, in 2021.

He is the Founder and was

the Chief Technical Officer of MineXplore, a consultancy focused on mineral rights in Brazil.

da Silva Júnior has been

a consultant geologist with GeoEspinha ç

o, a firm that undertakes geological

studies in a variety of minerals across Brazil.

da Silva Júnior has also been a college faculty member teaching geology.

Previously, he worked at the Brazilian mining department) and before that as a geologist at Usimimas Minera ç

da Silva Júnior has a Master of Geology degree from the Federal University of Rio de Janeiro, and an undergraduate degree

in Geological Engineering from the School of Mines of the Federal University of Ouro Preto, a premier and the oldest mining-focused

college in Brazil.

da Silva is also a director of Jupiter Gold Corporation.

Board of Directors is currently composed of two members, Marc Fogassa and Ambassador Roger Noriega.

Senate as U.S.

Assistant Secretary of State and served from 2003 to 2005.

In that capacity, Amb.

Noriega managed a 3,000-person team

of professionals in Washington and in 50 diplomatic posts to design and implement political and economic strategies in Canada, Latin

America, and the Caribbean.

Prior to this assignment, Amb.

Noriega served as U.S.

Ambassador to the Organization of American States from

2001 to 2003.

Since 2009, Amb.

Noriega has been the Managing Director of Vision Americas, a Latin America-focused consulting group that

Noriega has a Bachelor of Arts degree from Washburn University of Topeka, Kansas.

, age 44, has been an independent director since 2021, and member of the Audit Committee

of the Board of Directors since 2021.

She is an attorney with extensive experience in international contracts and venture negotiations.

She has represented or engaged in transactions with leading companies, including Credit Suisse, UBS, Apollo Group, Universal Music Group,

Sony, Chrysler/Jeep, Stella Artois, Miller Brewing Company, General Motors, McDonald’s, Verizon, among others.

From 2013 to 2017,

Olson was at Brighton Capital Ltd, and from 2017 to January, 2021, she was an attorney with Kaplowitz Firm, PC.

Since February, 2021,

Olson has been an attorney with Ellenoff Grossman & Schole LP.

She received a B.A.

in Economics and Finance from Loyola University

in Chicago, and a J.D.

from The John Marshall School of Law.

Petersen, CFA , age 65, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors

Petersen over 40 years of experience in the capital markets and investment management.

Since 2013, he has been a Managing

Director and member of the Investment Committee at Prio Wealth, an independent investment management firm with over $3 billion in assets

under management.

Previously, Mr.

Petersen served as Senior Vice President, Investments at Fidelity Investments for approximately 32

During his tenure at Fidelity, Mr.

Petersen served as a Portfolio Manager and Group Leader of The Fidelity Management Trust Company

and was responsible for managing several equity income and balanced mutual funds such as Fidelity Equity Income Fund (1993-2011), Fidelity

Balanced Fund (1996-1997), Fidelity VIP Equity-Income Fund (1997-2011), Fidelity Puritan Fund (2000-2007), Fidelity Advisor Equity-Income

Fund (2009-2011), and Fidelity Equity-Income II (2009-2011).

began his career at Fidelity as an Equity Analyst.

Petersen received a B.B.A.

in Finance and

in Finance from the University of Wisconsin-Madison.

Petersen serves on the Board of the University of Wisconsin Foundation

and Chairs its Investment Committee .

He also is Co-Chair of the Executive Committee for the Catholic Schools Foundation Inner-City

Scholarship Fund.

Petersen is a Chartered Financial Analyst.

Pereira de Aguiar, age 39, has been our Chief Financial

Officer, Principal Accounting Officer, and Treasurer since 2022.

From 2016 until 2022, Mr.

Aguiar was the Controller of Jaguar Mining,

Inc., a Canadian publicly traded company with two producing gold mines in the state of Minas Gerais in Brazil and current market capitalization

of approximately $270 million.

From 2013 to 2016, Mr.

Aguiar was Controller at Grupo Orguel, an enterprise in the construction equipment

rental sector in Brazil which received funding from Carlyle, a U.S.

private equity group, and from 2010 to 2013, Mr.

Aguiar worked at

Mirabella Mineração , which at the time was developing its nickel project in

the state of Bahia in Brazil.

From 2006 to 2010, Mr.

Aguiar was an auditor with Deloitte in Brazil.

Aguiar has undergraduate degrees

in Business Administration and in Accounting from Universidade FUMEC in Brazil.

He has an executive MBA and further post-graduate education

in finance from Funda ção Dom Cabral in Brazil.

Aguiar is fluent in Portuguese

and English and is a licensed accountant in Brazil.

Bernier , age 63, has been our Vice-President, Corporate Development and Investor Relations since 2019.

From 2010 to 2017, Mr.

Bernier was at Four Spring Capital Trust, and from 2017 to 2019, he was at Noble Capital Markets.

Bernier graduated with a degree

in Management from Boston University.

de Paiva Monteiro, Esq.

, age 31, has our Vice-President, Administration and Operations, since 2020, and our Chief of Environmental,

Social, and Corporate Governance (“ESG”) matters since 2021.

Previously he was a partner of the Brazilian law firm PRA Advogados

with three offices and headquarters in Belo Horizonte, state of Minas Gerais.

Monteiro has worked with all aspects of Brazilian business

law and has extensive experience in a wide range of areas from strategic business planning to litigation.

His prior clients included

large corporations in a variety of economic sectors in diverse states in Brazil.

Monteiro has a law degree from the Milton Campos

Faculty in Belo Horizonte, Brazil.

Subsequently he achieved a post-graduate degree in Business and Civil Law from the Pontifical Catholic

University of Minas Gerais.

Monteiro is also a director of Jupiter Gold Corporation and of Apollo Resources Corporation, two companies

in which we own equity positions.

Myadzel, PhD, Geol.

, age 46, has been a consultant to us since 2021 and became our Senior Vice-President, Geology, in 2022.

Regulation S-K 1300, he is a Qualified Person for lithium, iron, and gold, among other minerals.

Myadzel is a geologist with over

23 years’ experience acquired in mines and projects in Russia, Ukraine, Guinea, Uruguay, and Brazil in a variety of minerals including

lithium, iron, and gold.

His primary expertise entails geological modeling, resource estimation, and QA/QC analysis.

extensive experience in auditing mineral projects on behalf of investors or acquiring companies.

He is a principal at VMG Consultoria

e Soluções Ltda, a company that has provided geological expertise to large global companies with mines and projects in

Myadzel received Bachelor and Master degrees in Geological Engineering and a PhD degree in Geology, all from Kryvyi Rih National

University in Ukraine.

Nogueira da Silva Júnior, Geol.

, age 41, has been a consultant to us since 2018 and became our Vice-President, Mineral Exploration,

Under Regulation S-K 1300, he is a Qualified Person for lithium, iron, and gold, He is the Founder and was the Chief Technical

Officer of MineXplore, a consultancy focused on mineral rights in Brazil.

da Silva Júnior has been a consultant geologist

with GeoEspinha ç o, a firm that undertakes geological studies in a variety of minerals

across Brazil.

da Silva Júnior has also been a college faculty member teaching geology.

Previously, he worked at the Brazilian

mining department and before that as a geologist at Usiminas Minera ç ão.

da Silva Júnior has a Master of Geology degree from the Federal University of Rio de Janeiro, and an undergraduate degree in Geological

Engineering from the School of Mines of the Federal University of Ouro Preto, the oldest mining college in Brazil.

da Silva is also

a director of Jupiter Gold Corporation, a company in which we own an equity position.

Board of Directors is composed of four members, Ambassador Roger Noriega, Cassiopeia Olson, Esq., Stephen R.

Petersen, CFA, and Marc

are no family relationships among our directors and executive officers.

There is no arrangement or understanding between or among

our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer,

and there is no arrangement, plan, or understanding as to whether non-management shareholders will exercise their voting rights

to continue to elect the current board of directors.

There is no arrangement or understanding between or among our

executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer, and there

is no arrangement, plan, or understanding as to whether non-management shareholders will exercise their voting rights to continue to

elect the current board of directors.

directors and executive officers have not, during the past ten years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer,

either at the time of the bankruptcy or within two years prior to that time,

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either

at the time of the bankruptcy or within two years prior to that time,

convicted in a criminal proceeding and is not subject to a pending criminal proceeding,

subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction,

permanently, or temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business,

securities, futures, commodities, or banking activities;

found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission, or the Commodity Futures

Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,

suspended, or vacated.

do not have standing audit, nominating, or compensation committees.

Currently, our entire Board of Directors is responsible for

the functions that would otherwise be handled by these committees.

Board of Directors will adopt a new code of ethics that applies to all of our directors, officers, and employees, including our

principal executive officer, principal financial officer, and principal accounting officer.

The new code will address, among other

things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure

requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of

permanently, or temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business, securities,

futures, commodities, or banking activities;

found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission, or the Commodity Futures Trading

Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,

Board of Directors has determined that Ambassador Roger Noriega, Cassiopeia Olson, Esq., and Stephen R.

Petersen, CFA are independent

directors within the meaning of Nasdaq Listing Rule 5605(a)(2).

Committee Financial Expert

entire Board of Directors currently acts as our audit committee.

We do not currently have an independent member of our Board

of Directors who qualifies as an audit committee financial expert as defined in Item 407(e)(5) of Regulation

Petersen, CFA, is an independent member of our Audit Committee who qualifies as an “audit committee financial

expert” as defined in Item 407(e)(5) of Regulation S-K.

have a code of ethics that applies to all of our directors, officers, and employees, including our principal executive officer, principal

financial officer, and principal accounting officer.

Executive Compensation.

following table sets forth information concerning cash and non-cash compensation paid by us to our Chief Executive Officer for

each of the two years ended December 31, 2019 and 2020.

No employee or independent contractor received compensation in excess

of $100,000 for either of those two years.

following table sets forth information concerning cash and non-cash compensation paid by us to our chief executive officer for each of

the two years ended December 31, 2020, and 2021.

No employee or independent contractor received compensation in excess of $100,000 for

either of those two years.

Awards ($) (1)

Non-Qualified

following table sets forth a summary of compensation for the fiscal year ended December 31, 2020 that we paid to each director

other than its Chief Executive Officer, whose compensation is fully reflected in the Summary Compensation Table.

do not sponsor a pension benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors;

therefore, these columns have been omitted from the following table.

No other or additional compensation for services

were paid to any of the directors.

Roger Noriega

amounts in this column reflect the aggregate grant date fair value of stock options granted in 2020 to each director calculated

in accordance with FASB ASC Topic 718.

See the notes to our consolidated financial statements included in this Annual

Report on Form 10-K for the year ended December 31, 2020 for a discussion of all assumptions made in the calculation of this amount.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth information regarding beneficial ownership of our Common Stock and Series A Preferred Stock as of March

26, 2021 by (i) any person or group with more than 5% of any class of voting securities, (ii) each director, (iii) our chief

executive officer and each other executive officer whose cash compensation for the most recent fiscal year exceeded $100,000 and

(iv) all executive officers and directors as a group.

Except as indicated in the footnotes to this table and subject

to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with

respect to all shares of securities shown as beneficially owned by them.

The Certificate of Designations, Preferences and Rights

of our Series A Convertible Preferred provides that for so long as Series A Preferred Stock is issued and outstanding, the holders

of Series A Preferred Stock shall vote together as a single class with the holders of our Common Stock, with the holders of Series

A Preferred Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Series

A Preferred Stock then outstanding, and the holders of Common Stock being entitled to their proportional share of the remaining

49% of the total votes based on their respective voting power.

Percentage of Voting

Name and Address

Shares Beneficially

Percent of Class (3)

Company Stock (4)

Director, Chairman, Chief Executive Officer, Chief Financial Officer, and Treasurer

Marc Fogassa, Chairman and

Chief Executive

amounts in this column reflect the aggregate grant date fair value of stock options granted in 2021 to our Chief Executive Officer

calculated in accordance with FASB ASC Topic 718.

Please see Note 7 to the consolidated financial statements for the year ended December

31, 2020 contained in this Report for the assumptions used in the calculation of grant date fair value pursuant to FASB ASC

January 7, 2021, we filed a Current Report on Form 8-K indicating that on December 31, 2020, our Board approved an amendment and restatement

of the employment agreement between the Company and Marc Fogassa, its chief executive officer.

The material changes in the agreement

are as follows.

Under the prior agreement, Mr.

Fogassa had the right to receive an annual cash salary of $250,000 per annum.

amended and restated agreement, Mr.

Fogassa will not receive any cash as salary.

Instead, he will be granted each month ten-year non-qualified

stock options to purchase up to 25 million shares of our common stock at an exercise price equal to $0.00001 per share, such price and

shares being subject to customary adjustments for any dividends, etc.

If and when such options are exercised, the stock to be received

will be restricted by the provisions of Rule 144, which currently limits any sales of affiliates with respect to the Company to 1% of

the total outstanding shares per every 90-day period.

In addition, the amended and restated agreement contains a provision which states

that, if there is growth of our shareholder equity or book value above a high-water mark, calculated one time per year, then and only

Fogassa will receive a performance bonus payable half in cash and half in our common stock.

The amended and restated employment

agreement between Mr.

Fogassa and the Company is filed as an exhibit to this Report.

September 17, 2021, we filed a Current Report on Form 8-K indicating that on September 15, 2021,

our Board approved resolutions that allow directors the choice to direct the option compensation described in the Board resolutions dated

December 31, 2020 (the “2020 Resolutions”, reported in the Form 8-K filed with the Securities and Exchange Commission on

January 7, 2021) to either options to purchase Common Stock as originally described in the 2020 Resolutions or to an equivalent number

of options to purchase Series D Convertible Preferred Stock.

following table sets forth a summary of compensation for the fiscal year ended December 31, 2021, that we paid to each director other

than its Chief Executive Officer, whose compensation is fully reflected in the compensation table above.

We do not sponsor a pension

benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors;

therefore, these columns have

been omitted from the following table.

No other or additional compensation for services were paid to any of the directors.

Ambassador Roger Noriega

Brian Bernier

Vice-President, Business Development and Investor Relations

Joel Monteiro, Esq.

Vice-President, Administration and Operations

Areli Nogueira

Vice-President, Mineral Exploration

All executive officers and directors as a group (4 people)

Series A Stock

All executive officers and directors as a group (4 people)

mailing address of each of the officers, directors, and affiliates set forth below is c/o Brazil Minerals, Inc., Rua Vereador

João Alves Praes nº

95-A, Olhos DAgua, MG 39.398-000, Brazil.

(2) Beneficial

ownership is determined in accordance with rules promulgated by the SEC.

on 2,498,625,381 shares of common stock issued and outstanding as of March 26, 2021

and additional shares issuable in accordance with rules promulgated by the SEC.

holders of our Series A Stock vote together as a single class with the holders of our Common Stock, with the holders of Series

A Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Series A Stock then

outstanding, and the holders of Common Stock being entitled to their proportional share of the remaining 49% of the total votes

based on their respective voting power.

Based on their beneficial ownership of shares of Series A Stock and Common Stock as of

April 10, 2019, each person set forth in the table had the approximate percentage of the voting power of the common and preferred

stock voting together as a single class as of such date set forth opposite their name.

Cassi Olson, Esq.

Stephen Petersen, CFA

amounts in this column reflect the aggregate grant date fair value of stock options granted in 2021 to each director calculated in

accordance with FASB ASC Topic 718.

Please see Note 7 to the consolidated financial statements for the year ended December 31, 2020

contained in this Report for the assumptions used in the calculation of grant date fair value pursuant to FASB ASC Topic 718.

December 31, 2020, our Board of Directors approved an amendment and restatement of the compensation agreement between the Company and

Ambassador Roger Noriega, its independent director.

The material change in the agreement is as follows.

Under the prior agreement, Ambassador

had the right to receive an annual compensation of $50,000 payable quarterly through the issuance of such number of five-year options

on our common stock as needed to make their Black-Scholes aggregate valuation equal to $12,500;

such options had a strike price equal

to the average market price of the common stock during such quarter.

Under the amended and restated agreement, Ambassador Noriega will

receive, on a quarterly basis, ten-year non-qualified stock options to purchase up to 15 million shares of our common stock at an exercise

price equal to $0.00001 per share, such price and shares being subject to customary adjustments for any dividends, etc.

If and when such

options are exercised, the stock to be received will be restricted by the provisions of Rule 144, which currently limits any sales of

affiliates with respect to the Company to 1% of the total outstanding shares per every 90-day period.

September 17, 2021, we filed a Current Report on Form 8-K indicating that on September 15, 2021,

our Board approved resolutions that allow directors the choice to direct the option compensation described in the Board resolutions dated

December 31, 2020 (the “2020 Resolutions”, reported in the Form 8-K filed with the Securities and Exchange Commission on

January 7, 2021) to either options to purchase Common Stock as originally described in the 2020 Resolutions or to an equivalent number

of options to purchase Series D Convertible Preferred Stock.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following information tables prepared in accordance with Section 13d-3 of the Securities Exchange

Act of 1934, as amended, for the determination of beneficial owner set forth certain

information regarding our Common Stock owned as of the date of this Report, by:

(i) each person who is known by us to own beneficially

more than 5% of its outstanding Common Stock;

(ii) each director and officer;

and (iii) all officers and directors as a group.

and Address (1)

Executive Officer and Chairman

2,704,799,053

Roger Noriega

Petersen, CFA

Pereira de Aguiar

Financial Officer, Principal Accounting Officer, and Treasurer

Vice-President,

Corporate Development

Monteiro, Esq.

of Environmental, Social and Corporate Governance (ESG), Vice-President, Administration and Operations, and Secretary

Myadzel, PhD, Geol.

Vice-President, Geology

Nogueira, Geol.

Vice-President,

Mineral Exploration

executive officers and directors (9 people)

2,922,112,008

The mailing address of each of the officers and directors as set forth above is c/o Brazil Minerals, Inc., 433 North Camden Drive, Suite

810, Beverly Hills, CA 90212.

As of January 21, 2022, 3,153,007,115 shares of our common stock were issued and outstanding.

Includes 79,198,982 shares of our common stock owned by entities controlled by Marc Fogassa and 2,440,060,001 shares of our common stock

which may be issued upon the conversion of Series A Preferred Stock and Series D Preferred Stock into common stock.

Includes 2,140,060,000 shares of our common stock which may be issued upon the conversion of Series D Preferred Stock into common

Includes 4,000,000 shares of our common stock which may be issued upon the exercise of stock options on common stock.

Certain Relationships and Related Transactions, and Director Independence.

believe that Ambassador Roger Noriega is independent as such term is defined with respect to directors by the NASDAQ

Stock Market Rules.

believe that Ambassador Roger Noriega, Cassiopeia Olson, Esq, and Stephen Petersen, CFA, are “independent” as such term is

defined with respect to directors by the NASDAQ Stock Market Rules.

Principal Accounting Fees and Services.

December 2020, the Company engaged BF Borgers CPA PC (“Borgers”) as the Company’s

independent registered public accounting firm for the audit of the Company’s financial statements as of December 31, 2020.

Borgers was also retained as the Company’s independent registered public accounting firm for the audit of the Company’s

financial statements as of December 31, 2019.

The fee that was billed by Borgers for the audit of our financial statements as of

December 31, 2019 and for quarterly reviews during such year was $44,820.

The Company expects that the total fees payable to Borgers

for the audit of the Company’s financial statements and for quarterly reviews during the year ended December 31, 2020 will

December 2021, the Company engaged BF Borgers CPA PC (“Borgers”) as the Company’s independent registered public accounting

firm for the audit of the Company’s financial statements as of December 31, 2021.

Borgers was also retained as the Company’s

independent registered public accounting firm for the audit of the Company’s financial statements as of December 31, 2020.

fee that was billed by Borgers for the audit of our financial statements as of December 31, 2020 and for quarterly reviews during such

year was $44,820.

The Company expects that the total fees payable to Borgers for the audit of the Company’s financial statements

and for quarterly reviews during the year ended December 31, 2021 will be $44,820.

Audit-Related

2019 or 2020, there were no fees paid to Borgers in connection with our compliance with Section 404 of the Sarbanes-Oxley Act

other fees were billed by Borgers for the last two years that were reasonably related to the performance of the audit or review

of our financial statements and not reported under Audit Fees above.

were no fees billed by Borgers during the last two fiscal years for professional services rendered for tax compliance, tax advice,

or tax planning.

2020 or 2021, there were no fees paid to Borgers in connection with our compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

other fees were billed by Borgers for the last two years that were reasonably related to the performance of the audit or review of our

financial statements and not reported under “Audit Fees” above.

were no fees billed by Borgers during the last two fiscal years for professional services rendered for tax compliance, tax advice, or

tax planning.

Accordingly, none of such services were approved pursuant to pre-approval procedures or permitted waivers thereof.

3 unchanged sentences

Rather, we believe that our accounting

firm is independent because all of its engagements by us are approved by our Board of Directors prior to any such engagement.

Board of Directors will meet periodically to review and approve the scope of the services to be provided to us by its independent

registered public accounting firm, as well as to review and discuss any issues that may arise during an engagement.

is responsible for the prior approval of every engagement of our independent registered public accounting firm to perform audit

and permissible non-audit services for us, such as quarterly financial reviews, tax matters, and consultation on new accounting

and disclosure standards.

the auditors are engaged to provide those services, our Chief Financial Officer and Controller will make a recommendation to the

Board of Directors regarding each of the services to be performed, including the fees to be charged for such services.

request of the Board of Directors, the independent registered public accounting firm and/or management shall periodically report

to the Board of Directors regarding the extent of services being provided by the independent registered public accounting firm,

and the fees for the services performed to date.

firm is independent because all of its engagements by us are approved by the Audit Committee of our Board of Directors prior to any such

Audit Committee will meet periodically to review and approve the scope of the services to be provided to us by its independent registered

public accounting firm, as well as to review and discuss any issues that may arise during an engagement.

The Audit Committee is responsible

for the prior approval of every engagement of our independent registered public accounting firm to perform audit and permissible non-audit

services for us, such as quarterly financial reviews, tax matters, and consultation on new accounting and disclosure standards.

the auditors are engaged to provide those services, our Chief Financial Officer will make a recommendation to the Audit Committee regarding

each of the services to be performed, including the fees to be charged for such services.

At the request of the Audit Committee, the

independent registered public accounting firm and/or management shall periodically report to the Audit Committee regarding the extent

of services being provided by the independent registered public accounting firm, and the fees for the services performed to date.

Exhibits, Financial Statement Schedules

2 unchanged sentences

Financial Statements and Supplementary Data

Statement Schedules –

statement schedules have been omitted either because they are not applicable, not required, or the information required to

be set forth therein is included in the financial statements or notes thereto.)

Statement Schedules – None

statement schedules have been omitted either because they are not applicable, not required, or the information required to be set

forth therein is included in the financial statements or notes thereto.)

of Independent Registered Public Accounting Firm.

to Financial Statements.

exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report.

listed on the accompanying Exhibit Index are filed as part of this Annual Report.

MINERALS, INC.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2020 and 2019

Consolidated Statement of Stockholders Deficit

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019

Notes to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2021 and 2020

Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2021 and 2020

Statement of Stockholders’ Deficit

Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm

To the shareholders

and the board of directors of Brazil Minerals, Inc.

Opinion on the

Financial Statements

We have audited the

accompanying consolidated balance sheets of Brazil Minerals, Inc.

(the "Company") as of December 31, 2020 and 2019, the

related consolidated statements of operations and comprehensive loss, stockholders' equity (deficit), and cash flows for each of

the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended

December 31, 2020, in conformity with accounting principles generally accepted in the United States.

Going Concern Uncertainty

The accompanying financial

statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial

statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt

about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in

the shareholders and the board of directors of Brazil Minerals, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Brazil Minerals, Inc.

as of December 31, 2021 and 2020, the related statements

of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years

then ended, in conformity with accounting principles generally accepted in the United States.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue

as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements

are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits

in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such

Our audits included

performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,

and performing procedures that respond to those risks.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audits provide a reasonable basis for our opinion.

Critical Audit

The critical audit

matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the

consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication

of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on

the accounts or disclosures to which they relate.

Valuation of long-lived

As described in the

Note 1 to the financial statements, the Company continually monitors events and changes in circumstances that could indicate carrying

amounts of long-lived assets, including property and equipment and definite-life intangible assets, may not be recoverable.

addition, the Company review the impairment of indefinite-life intangible assets at least annually, or more frequent when impairment

indicators are present.

As of December 31, 2020, carrying value of property and equipment and intangible assets were $89,726 and

$407,467, respectively.

Auditing the valuation of long-lived assets

involved complex judgment due to the significant estimation required in determining the recoverability or fair value of the long-lived

Specifically, the cash flow forecasts were sensitive to significant assumptions about future market and economic conditions.

Significant assumptions used in the Company’s fair value estimates included sales volume, pricing, cost of labor, marketing

spending, general and administrative expenses, tax rates, as applicable.

We obtained an understanding of the controls

over the Company’s annual impairment assessments for long-lived assets and tested the future cash flows of the long-lived

assets based on our risk assessments.

Our audit procedures included, among others, comparing significant inputs to observable third

party and industrial sources, and evaluating the reasonableness of management’s projected financial information by comparing

to observable average market prices of the Company’s products.

We reviewed most recent available technical reports about

the Company’s mineral projects.

We performed sensitivity analyses of significant assumptions to evaluate the change in the

cash flow or fair value of the long-lived assets and assessed the historical accuracy of management’s estimates.

assessed the Company’s disclosure of its annual impairment assessments included in Note 1.

/s/ BF Borgers CPA

We have served as

the Company's auditor since 2015.

Lakewood, Colorado

March 31, 2021

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

BF Borgers CPA PC

have served as the Company’s auditor since 2015

MINERALS, INC.

2 unchanged sentences

Current assets:

Cash and cash equivalents

Accounts receivable, net

cash equivalents

Accounts receivable

Taxes recoverable

Deposits and advances

Total current assets

2 unchanged sentences

Equity investments

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Accounts payable and accrued expenses

Convertible notes payable, net of debt discounts totaling $0 and $153,000, respectively

Accounts payable and

accrued expenses

Convertible notes payable

Loans payable

Related party notes and other payables, net of debt discounts totaling $0 and $96,270, respectively

party notes and other payables

Total current liabilities

Other noncurrent liabilities

Other noncurrent

Total liabilities

Commitments and contingencies

Stockholders’

Stockholders’ deficit:

Series A preferred stock, $ 0.001 par value.

10,000,000 shares authorized;

1 share issued and outstanding as of December 31, 2020 and 2019, respectively

1 share issued and outstanding as of December 31, 2021 and December 31, 2020, respectively

Series D preferred stock, $ 0.001 par value.

1,000,000 shares authorized;

214,006 and 0 shares as of December 31, 2021 and December 31, 2020, respectively

Preferred stock value

Common stock, $ 0.001 par value.

3,250,000,000

shares authorized;

1,997,930,297 and 1,132,435,380 shares issued and outstanding as of December 31, 2020 and 2019, respectively

3,109,178,852 and 1,997,930,297 shares as of December 31, 2021 and December 31, 2020, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Accumulated other comprehensive

( 54,957,429 )

( 52,185,071 )

Total Brazil Minerals, Inc.

stockholders’

Non-controlling interest

Total stockholders’

Total liabilities and stockholders’

accompanying notes are an integral part of these consolidated financial statements.

Total Brazil Minerals,

stockholders’ deficit

( 1,094,469 )

( 3,473,137 )

Non-controlling

stockholders’ equity (deficit)

( 1,496,252 )

liabilities and stockholders’ deficit

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

MINERALS, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

ended December 31

Cost of revenue

2 unchanged sentences

General and administrative

Compensation and related costs

Stock based compensation

Total operating expenses

Compensation and related

based compensation

operating expenses

Loss from operations

( 3,516,092 )

( 1,281,553 )

Other expense (income)

Interest on promissory notes

Amortization of debt discounts and other fees

Interest on promissory

Amortization of debt

discounts and other fees

Extinguishment of debt

Forgiveness of accrued interest payable on note payable

Loss on share exchange agreement with related party

Other expense (income)

Total other expense (income)

Loss before provision for income taxes

Provision for income taxes

Loss attributable to non-controlling interest

Net loss attributable to Brazil Minerals, Inc.

Forgiveness of accrued

interest payable on note payable

Loss on share exchange

agreement with related party

expense (income)

other expense

Loss before provision

for income taxes

( 4,025,465 )

( 1,546,035 )

Provision for income

( 4,025,465 )

( 1,546,035 )

attributable to non-controlling interest

( 1,253,107 )

loss attributable to Brazil Minerals, Inc.

$ ( 2,772,358 )

$ ( 1,141,663 )

Basic and diluted loss per share

Net loss per share attributable to Brazil Minerals, Inc.

loss per share attributable to Brazil Minerals, Inc.

common stockholders

Weighted-average number of common shares outstanding:

Weighted-average number of common shares

Basic and diluted

2,767,248,003

1,271,251,526

Comprehensive loss:

1 unchanged sentence

$ ( 1,546,035 )

Foreign currency translation adjustment

currency translation adjustment

Comprehensive loss

Comprehensive loss attributable to noncontrolling interests

Comprehensive loss attributable to Brazil Minerals, Inc.

( 3,828,428 )

( 1,680,949 )

accompanying notes are an integral part of these consolidated financial statements.

Comprehensive

loss attributable to noncontrolling interests

( 1,258,595 )

Comprehensive

loss attributable to Brazil Minerals, Inc.

$ ( 2,569,833 )

$ ( 1,335,819 )

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

MINERALS, INC.

STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

Stockholders’

Comprehensive

A Preferred Stock

B Preferred Stock

C Preferred Stock

D Preferred Stock

Other Comprehensive

Noncontrolling

Stockholders’ Equity

Balance, December 31, 2019

1 unchanged sentence

$ ( 580,957 )

Issuance of common stock in connection with sales made under private offerings

Issuance of common stock in connection with the exercise of common stock options

Issuance of common stock in exchange for consulting, professional and other services

Issuance of common stock options in lieu of cash for extinguishment of convertible notes with related party

Conversion of convertible debenture(s) and other indebtedness into common stock

Recognition of beneficial conversion features related to convertible debentures

$ ( 51,043,408 )

$ ( 1,320,644 )

of related party convertible notes and other indebtedness into Series D preferred stock

of related party convertible notes and other indebtedness into Series D preferred stock, shares

of common stock in connection with sales made under private offerings

of common stock in connection with the exercise of common stock options

of common stock in exchange for consulting, professional and other services

of common stock warrants in connection with the issuance of convertible debenture(s)

of common stock in connection with share exchange agreement with related party

of common stock to related parties in lieu of cash for loans payable and other accrued obligations

of convertible debenture (s) and other indebtedness into common stock

Exchange of common stock

for Jupiter Gold common stock

( 200,000,000 )

Stock based compensation

Change in foreign currency translation

Sale of Jupiter Gold common stock in connection with equity offerings

Issuance of common stock purchase warrants in connection with sales of Jupiter Gold common stock

Change in foreign currency

of Jupiter Gold common stock in connection with equity offerings

of Apollo Resources common stock in connection with equity offerings

( 1,141,663 )

( 1,546,035 )

Balance, December 31,

2 unchanged sentences

$ ( 52,185,071 )

Issuance of common stock in connection with sales made under private offerings

Issuance of common stock in connection with the exercise of common stock options

Issuance of common stock in exchange for consulting, professional and other services

Issuance of common stock in connection with share exchange agreement with related party

Issuance of common stock to related parties in lieu of cash for loans payable and other accrued obligations

Conversion of convertible debenture(s) and other indebtedness into common stock

Exchange of common stock for Jupiter Gold common stock

$ ( 1,496,252 )

of related party convertible notes and other indebtedness into Series D preferred stock

of common stock in connection with sales made under private offerings

of common stock in connection with the exercise of common stock options

of common stock in exchange for consulting, professional and other services

of common stock warrants in connection with the issuance of convertible debenture(s)

of convertible debenture(s) and other indebtedness into common stock

Stock based compensation

Change in foreign currency translation

Sale of Jupiter Gold common stock in connection with equity offerings

Sale of Apollo Resources common stock in connection with equity offerings

Change in foreign currency

of Jupiter Gold common stock in connection with equity offerings

of Apollo Resources common stock in connection with equity offerings

( 2,772,358 )

( 1,253,107 )

( 4,025,465 )

Balance, December 31,

2 unchanged sentences

$ ( 54,957,429 )

accompanying notes are an integral part of these consolidated financial statements.

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

MINERALS, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

Cash flows from operating activities of continuing operations:

Cash flows from operating activities of

continuing operations:

$ ( 4,025,465 )

$ ( 1,546,035 )

Adjustments to reconcile net loss to cash used in operating activities:

Stock based compensation and services

Forgiveness of accrued interest payable on note payable

Amortization of debt discounts

Convertible debt issued in satisfaction of other financing costs

Loss on share exchange agreement with related party

Loss on extinguishment of debt

Adjustments to reconcile

net loss to cash used in operating activities:

Stock based compensation

Forgiveness of accrued

interest payable on note payable

Amortization of debt

Common stock issued

in satisfaction of other financing costs

Convertible debt issued

in satisfaction of other financing costs

Preferred stock issued

in satisfaction of interest and other financing costs

Loss on share exchange

agreement with related party

Loss on extinguishment

Depreciation and amortization

Provision for excess or obsolete inventory

Changes in operating assets and liabilities:

Provision for excess

or obsolete inventory

Changes in operating

assets and liabilities:

Accounts receivable

Deposits and advances

Accounts payable and accrued expenses

Accrued salary due to officer

Other noncurrent liabilities

Net cash provided by (used in) operating activities

Intangible assets

Accounts payable and

accrued expenses

Accrued salary due to

noncurrent liabilities

cash used in operating activities

( 1,914,503 )

Cash flows from investing activities:

Acquisition of capital assets

Increase in intangible assets

Net cash provided by (used in) investing activities

Acquisition of capital

in intangible assets

cash used in investing activities

Cash flows from financing activities:

Repayment of loans from officer

Net proceeds from sale of common stock

Proceeds from sale of subsidiary common stock to noncontrolling interests

Proceeds from convertible notes payable

Proceeds from loans payable

Repayment of loans payable

Net cash provided by (used in) financing activities

Effect of exchange rates on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

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

Shares issued in connection with conversion of debt and accrued interest

Shares issued in connection with relief of related party payable

Conversion of related party payables into convertible notes payable

Discount for beneficial conversion features on convertible notes

accompanying notes are an integral part of these consolidated financial statements.

Loan from (to) officer

Net proceeds from sale

of common stock

Proceeds from sale of

subsidiary common stock to noncontrolling interests

Proceeds from convertible

notes payable

Proceeds from loans

of loans payable

cash provided by financing activities

Effect of exchange

rates on cash and cash equivalents

Net increase (decrease) in cash and cash

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

Supplemental disclosure of non-cash investing

and financing activities:

Related party convertible

note payable exchanged for stock

Shares issued in connection

with conversion of debt and accrued interest

Shares issued in connection

with relief of related party payable

Common stock warrants

issued in connection with convertible promissory notes

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

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

(“Brazil Minerals” or the “Company”) was incorporated as Flux Technologies, Corp.

laws of the State of Nevada, U.S.

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, lithium,

rare earths, titanium, iron, nickel, and sand.

of Presentation

consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles

(GAAP) of the United States of America and are expressed in United States dollars.

For the years ended December 31,

2020 and 2019, the consolidated financial statements include the accounts of the Company;

its 99.99% owned subsidiary, BMIX Participações

(BMIXP), which includes the accounts of BMIXPs wholly-owned subsidiary, Mineração Duas Barras

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, lithium, rare earths, titanium,

iron, nickel, and sand.

of Presentation and Principles of Consolidation

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“U.S.

GAAP”) and are expressed in United States dollars.

For the years ended December 31, 2021 and 2020, the

consolidated financial statements include the accounts of the Company;

its 99.99 % owned subsidiary, BMIX Participações

(“BMIXP”), which includes the accounts of BMIXP’s wholly-owned subsidiary, Mineração Duas Barras

(“MDB”), and BMIXP’s 50 % owned subsidiary, RST Recursos Minerais Ltda.

4 unchanged sentences

its 46.17 % equity interest in Apollo Resources Corporation (“Apollo

Resources) and its subsidiary Mineração Apollo, Ltda.;

Resources”) and its subsidiary Mineração Apollo, Ltda.;

and its 24.56 % equity interest in Jupiter Gold Corporation

(Jupiter Gold), which includes the accounts of Jupiter Golds wholly-owned subsidiary, Mineração Jupiter

(“Jupiter Gold”), which includes the accounts of Jupiter Gold’s wholly-owned subsidiary, Mineração Jupiter

The Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are variable interest entities (“VIE”)

in accordance with applicable accounting standards and guidance.

As such, the accounts and results of Apollo Resources, Jupiter

Gold and their subsidiaries have been included in the Companys consolidated financial statements.

As such, the accounts and results of Apollo Resources, Jupiter Gold

and their subsidiaries have been included in the Company’s consolidated financial statements.

material intercompany accounts and transactions have been eliminated in consolidation.

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.

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 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.

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

condensed 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.

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.

Historically, the Company has funded its operations primarily through the issuance of

debt and equity securities.

Management’s plan to fund its capital requirements and ongoing operations include the generation

of revenue from its mining operations and projects.

Management’s secondary plan to cover any shortfall is selling its equity

securities, including common stock in the Company, or common stock in Apollo Resources and Jupiter Gold that it owns, and obtaining

debt financing.

There can be no assurance the Company will be successful in these efforts.

Value of Financial Instruments

Company follows the guidance of Accounting Standards Codification (ASC) Topic 820 –

Fair Value Measurement and

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 Companys 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:

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:

Observable inputs such as quoted prices in active markets;

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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.

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.

and Cash Equivalents

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.

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 $48,107 as of December 31, 2020).

banks are insured up to $ 250,000 and funds held in Brazilian banks are insured up to R$ 250,000 Brazilian Reais (translating

into approximately $ 44,799 as of December 31, 2021).

receivable are customer obligations due under normal trade terms which are recorded at net realizable value.

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amount of judgment is required in assessing the amount of the allowance.

The Company makes judgments about the creditworthiness

of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit

losses in the future.

If the financial condition of the customers were to deteriorate, resulting in their inability to make payments,

a specific allowance will be required.

The Company makes judgments about the creditworthiness of each

customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the

If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance

will be required.

of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected.

If the Companys actual collection experience changes, revisions to its allowance may be required.

After all attempts to

collect a receivable have failed, the receivable is written off against the allowance.

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.

the Company’s actual collection experience changes, revisions to its allowance may be required.

After all attempts to collect a

receivable have failed, the receivable is written off against the allowance.

for the Company consisted 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.

31, 2020 and 2019, inventory consisted primarily of rough ore stockpiled for further gold and diamonds recovery.

During the years

ended December 31, 2020 and 2019, the Company recorded write-downs of $0 and $17,166, respectively, against the value of its inventory.

Taxes Receivable

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.

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

During fiscal 2021, management refocused

on our hard-rock lithium project and wrote off the balance of our unprocessed auriferous and diamondiferous gravel for $ 135,656 included

in the cost of revenue, and $ 0 as at December 31, 2020.

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

and Equipment

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Major improvements and betterments are capitalized.

and repairs are expensed as incurred.

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.

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.

diamond and gold processing plant and other machinery are depreciated over an estimated useful life of ten years;

depreciated over an estimated life of four years;

and computer and other office equipment over an estimated useful life of three

vehicles are depreciated

over an estimated life of four years;

and computer and other office equipment over an estimated useful life of three years.

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 Companys rights.

Such properties may be subject

to prior agreements or transfers and title may be affected by undetected defects.

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, the

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

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 Companys subsidiaries.

Impairment of

Intangible Assets with Indefinite Useful Lives

The Company accounts

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

and Other (“ASC 350”).

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.

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, 2021 and 2020, the Company

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

intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded

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.

of Intangible Assets with Indefinite Useful Lives

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

Goodwill and Other (“ASC 350”).

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, management

reviews 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.

If 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 cash flow.

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

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

Judgments 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.

On an annual basis, in the fourth quarter of the fiscal year, management reviews

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.

If 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 cash

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

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

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.

of Long-Lived Assets

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.

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.

Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 470-20, Debt

with Conversion and Other Options.

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.

Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 470-20, “Debt with

Conversion and Other Options”.

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.

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

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.

Interest Entities

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.

The Company consolidates VIEs when it is

the primary beneficiary.

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.

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:

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.

Company has 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 the Company, through governance rights, the Company has the power to direct the activities that

are most significant to Apollo Resources and Jupiter Gold.

Therefore, the Company concluded that it is the primary beneficiary

of both Apollo Resources and Jupiter Gold.

(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.

Company has 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 the Company, through governance rights, the Company has the power to direct the activities that are most significant to

Apollo Resources and Jupiter Gold.

Therefore, the Company concluded that it is the primary beneficiary of both Apollo Resources and Jupiter

Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

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

The following five steps are applied to achieve that core principle:

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.

following five steps are applied to achieve that core principle:

Identify the contract with the customer

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Recognize revenue when the company satisfies a performance obligation

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 606s definition

of a distinct good or service (or bundle of goods or services) if both of the following criteria are met:

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

entitys promise to transfer the good or service to the customer is separately identifiable from other promises in the contract

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.

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

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:

customer can benefit from the good or service either on its own or together with other resources

that are readily available to the customer

entity’s promise to transfer the good or service to the customer is separately identifiable

from other promises in the contract (i.e., 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.

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:

consideration

● Constraining

estimates of variable consideration

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payable to a customer

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

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.

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

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.

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.

of Goods Sold

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.

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.

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 employees 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

Treasury yield curve in effect at the time of grant.

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.

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.

changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is managements

opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of our employee stock

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.

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.

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.

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 Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the

new guidance.

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Company’s foreign subsidiaries use a local currency as the functional currency.

1 unchanged sentence

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 Companys consolidated statements of operations were negligible for all periods presented.

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.

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.

of December 31, 2020 and 2019, the Companys deferred tax assets had a full valuation allowance.

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.

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.

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 December 31, 2021 and 2020, the Company’s

deferred tax assets had a full valuation allowance.

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.

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.

TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of the

Companys 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.

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.

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.

Income (Loss) Per Share

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 December 31, 2020, the Companys

potentially dilutive securities relate to common stock issuable in connection with convertible notes payable, options and warrants.

As of December 31, 2020, if all holders of preferred stock, convertible notes payable, options and warrants exercised their right

to convert their securities to common stock, the common stock issuable would be in excess of the Companys authorized, but unissued

shares of common stock.

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 December 31, 2021, the Company’s potentially dilutive securities

relate to common stock issuable in connection with convertible notes payable, options and warrants.

As of December 31, 2021, if all holders

of preferred stock, convertible notes payable, options and warrants exercised their right to convert their securities to common stock,

the common stock issuable would be in excess of the Company’s authorized, but unissued shares of common stock.

Comprehensive Income

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.

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.

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

prior year amounts have been reclassified to conform to the current period presentation.

These reclassifications had no impact on net

earnings (loss) or financial position.

Accounting Pronouncements

Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and

does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial

position or results of operations except as noted below:

Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not

believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position

or results of operations except as noted below:

August 2020, the FASB issued ASU No.

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging - Contracts in Entitys Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in

an Entitys Own Equity .

ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number

of accounting models for convertible debt instruments and convertible preferred stock.

Limiting the accounting models will result

in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP.

instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly

and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception

from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded

as paid-in capital.

ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entitys

own equity to reduce form-over-substance-based accounting conclusions.

ASU 2020-06 will be effective January 1, 2024, for the

Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year.

is evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe

ASU 2020-06 will have a significant impact on the Companys accounting for its convertible debt instruments.

will largely depend on the composition and terms of the financial instruments at the time of adoption.

February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments

to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

119 and Update to SEC Section on Effective Date Related to Accounting

Standards Update No.

2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller

reporting companies.

ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal

years beginning after December 15, 2022.

The Company believes the adoption will modify the way the Company analyzes financial

instruments, but it does not anticipate a material impact on results of operations.

The Company is in the process of determining

the effects adoption will have on its consolidated financial statements.

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s

ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for

convertible debt instruments and convertible preferred stock.

Limiting the accounting models will result in fewer embedded conversion

features being separately recognized from the host contract as compared with current GAAP.

Convertible instruments that continue to be

subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract,

that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible

debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital.

ASU 2020-06 also amends the

guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting

ASU 2020-06 will be effective January 1, 2024, for the Company.

Early adoption is permitted, but no earlier than January

1, 2021, including interim periods within that year.

The Company is evaluating the effect of the adoption of ASU 2020-06 on the consolidated

financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting for

its convertible debt instruments.

The effect will largely depend on the composition and terms of the financial instruments at the time

February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to

SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

119 and Update to SEC Section on Effective Date Related to Accounting Standards

2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies.

ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December

The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate

a material impact on results of operations.

The Company is in the process of determining the effects adoption will have on its consolidated

financial statements.

2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

and Equipment, Net

following table sets forth the components of the Companys property and equipment at December 31, 2020 and December 31, 2019:

December 31, 2020

December 31, 2019

and Equipment

following table sets forth the components of the Company’s property and equipment at December 31, 2021 and 2020:

OF PROPERTY AND EQUIPMENT

Capital assets subject to depreciation:

2 unchanged sentences

Total fixed assets

the years ended December 31, 2020 and 2019, the Company recorded depreciation expense of $47,765 and $63,457, respectively.

$ ( 402,920 )

$ ( 390,396 )

the years ended December 31, 2021, and 2020, the Company recorded depreciation expense of $ 37,328 and $ 47,765 , respectively recorded

in general and administrative expense.

assets consist of mining rights are not amortized as the mining rights are perpetual.

The carrying value was $407,467

and $509,862 at December 31, 2020 and 2019, respectively.

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

The carrying value was $ 1,302,440 and $ 407,467

at December 31, 2021 and 2020, respectively.

There was no impairment recorded as at December 31, 2021 or 2020.

Investments without Readily Determinable Fair Values

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.

The Company’s chief executive officer

also serves as an officer of Ares Resources Corporation, thus making it a related party under common ownership and control.

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.

March 11, 2020, the Company issued 53,947,368 shares of common stock to Lancaster Brazil Fund pursuant to an addendum to the share

exchange agreement dated September 28, 2018.

The Company recorded a loss on exchange of equity with a related party of $76,926

representing the fair value of the additional shares of common stock issued.

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.

The Company’s chief executive officer also serves as an officer of Ares Resources

Corporation, 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.

March 11, 2020, the Company issued 53,947,368 shares of common stock to Lancaster Brazil Fund pursuant to an addendum to the share exchange

agreement dated September 28, 2018.

The Company recorded a loss on exchange of equity with a related party of $ 76,926 representing the

fair value of the additional shares of common stock issued.

ASC 321-10, the Company elected to use a measurement alternative for its equity investment that does not have a readily determinable

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 owns less

than 5% of the total shares outstanding of Ares Resources Corporation.

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 owns less than 5 % of the

total shares outstanding of Ares Resources Corporation.

of December 31, 2021, no change in the value of the Ares common stock was recorded as the recorded value still approximated fair value.

Payable and Accrued Liabilities

December 31, 2020

December 31, 2019

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Payable and Accrued Liabilities

Accounts payable and other accruals

Mineral rights payable

Accrued interest

3 – CONVERTIBLE PROMISSORY NOTES PAYABLE

following tables set forth the components of the Companys convertible debentures as of December 31, 2020 and December 31,

December 31, 2020

December 31, 2019

Convertible notes payable –

following tables set forth the components of the Company’s convertible debentures as of December 31, 2021 and 2020:

SCHEDULE OF CONVERTIBLE DEBENTURES

Convertible notes payable –

fixed conversion price

Convertible notes payable –

variable conversion price

Convertible notes payable – variable

conversion price

loan discounts

Total convertible notes, net

Total convertible

following table sets forth a summary of change in our convertible notes payable for the years ended December 31, 2021 and 2020:

December 31, 2020

December 31, 2019

SUMMARY OF CHANGE IN CONVERTIBLE NOTES PAYABLE

Beginning balance

Amortization of debt discounts associated with convertible debt

Conversion of convertible note principal into common stock

Increase in principal amounts outstanding due to lender adjustments per terms of the note agreements

Issuance of convertible notes payable

Loan discounts recorded related to issuance of convertible notes payable

Total convertible notes, net

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

Lender adjustments for penalties or defaults

Debt discounts recorded related to issuance

of convertible notes payable

Amortization of debt discounts associated

with convertible debt

Increase in principal amounts outstanding

due to lender adjustments per terms of the note agreements

Conversion of convertible note principal

into common stock

( 1,038,932 )

Repayments of convertible

notes payable

Total convertible

Notes Payable - Fixed Conversion Price

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 Companys 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.

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 December 31, 2020, all warrants issued in connection with this note had expired.

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.

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 December

31, 2021, all warrants issued in connection with this note had expired.

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

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.

In December 2020, the lender agreed to reduce the interest rate

from the default rate of 30% to the stated rate of 10% retroactively .

As a result, the Company recorded gain of $238,151 from

the relief of interest expense to other income.

Interest was payable on September 30, 2014 and on the maturity date.

As of December

31, 2020, the Company has accrued interest payable totaling $170,258 in connection with this note.

As a result, the Company recorded gain of $ 238,151 from the relief

of interest expense to other income.

February 3, 2021, the Company issued 20,000,000 shares of common stock upon conversion of $ 80,000 in convertible notes payable and accrued

On May 6, 2021, the Company issued 86,246,479 shares of common stock upon conversion of $ 334,986 in convertible notes payable

and accrued interest.

As of December 31, 2021, the balance of the note was $ 0 .

June 18, 2021, Company issued to one noteholder a $ 129,000 convertible promissory note for $ 125,000 in proceeds.

The note bears interest

at 8.0 % per annum and matures one year from issuance on June 18, 2022.

After six months from issuance, the note is convertible at the

option of the holder at a price of $ 0.001 .

A debt discount of $ 4,000 for issuance costs was recorded and is being amortized over the

life of the note.

470-20 requires proceeds from the sale of a debt instrument with stock purchase warrants be allocated to the two elements based on the

relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance.

In connection

with the warrant issuance, the Company allocated an aggregate fair value of $ 40,019 to the stock warrants and recorded a debt discount

which will be amortized to interest expense over the term of the loan using the effective interest method so the debt, at its term, is

recorded at its face value.

The Company estimated the fair value of this the warrant warrants at date of grant using the Black-Scholes

option pricing model using the following inputs:

(i) stock price on the date of grant of $ 0.0122 , (ii) the contractual term of the warrant

of 4 years, (iii) a risk-free interest rate of 0.89 % and (iv) an expected volatility of the price of the underlying common stock of 443.3 %.

During the year ended December 31, 2021, Company issued 19,034,442 shares of common stock upon conversion of $ 129,000 in principal and

$ 4,241 .10 in accrued interest.

As of December 31, 2021, the balance of the note was $ 0 , and all discounts were fully amortized.

Notes Payable - Variable Conversion Price

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.

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.

the year ended December 31, 2020, the Company issued 238,500,335 shares of its common stock upon the conversion of $75,783 and $ 23,519,

respectively, in note principal and accrued interest.

As of December 31, 2020, the outstanding principal balance on these notes

total $115,500, 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

In addition, each note’s conversion rate has a floor of $0.0001.

some of these convertible notes payable have on issuance discounts and other fees withheld.

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.

During the year ended December

31, 2020, the Company issued 158,645,272 shares of its common stock upon the conversion of $51,425 and $ 14,097,

respectively, in note principal and accrued interest.

As of December 31, 2020, the outstanding principal balance on these notes

total $102,000, and all discounts were fully amortized.

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 Companys

common stock over the previous 20 days.

On April 9, 2021, the Company agreed

to settle all outstanding principal and interest on these notes in exchange for common stock and common stock purchase warrants.

settlement disclosure below for more information.

As of December 31, 2021, the outstanding principal balance on these notes total $ 0 ,

and all discounts were fully amortized.

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 $122,755 were recorded and are being amortized over the life of the notes.

of December 31, 2020, the outstanding principal balance on these notes total $129,220, and all discounts were fully amortized.

the year ended December 31, 2020, 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.

Total debt discounts related to the beneficial

conversion features of $ 447,272 were recorded and are being amortized over the life of the notes.

During the six months ended June 30,

2021, the Company issued 182,872,798 shares of its common stock upon the conversion of $ 50,000 and $ 14,004 , respectively, in note principal

and accrued interest.

On April 9, 2021, the Company agreed to settle all outstanding principal and interest on these notes in exchange

for common stock and common stock purchase warrants.

See settlement disclosure below for more information.

As of December 31, 2021, the

outstanding principal balance on these notes total $ 0 , and all discounts were fully amortized.

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

3 unchanged sentences

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 December 31, 2020, the outstanding principal balance on these notes total $282,000, and all discounts were fully amortized.

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

of December 31, 2020, the Company has accrued interest payable totaling $128,904 in connection with these variable convertible

the years ended December 31, 2020 and 2019, $153,000 and $137,300 of the discounts were amortized to interest expense, respectively.

the years ended December 31, 2020 and 2019, the Company issued 397,145,607 and 501,802,789 shares of common stock upon conversion

of $164,815 and $ 228,598, respectively, in notes payable and accrued interest.

Potential Dilution

of the Companys convertible notes payable contain adjustable conversion terms with significant discounts to market.

conversion features of $ 122,755 were recorded and are being amortized over the life of the notes.

During the six months ended June 30,

2021, the Company issued 23,118,645 shares of its common stock upon the conversion of $ 118,996 and $ 27,496 , respectively, in note principal

and accrued interest.

On April 9, 2021, the Company agreed to settle all outstanding principal and interest on these notes in exchange

for common stock and common stock purchase warrants.

See settlement disclosure below for more information.

As of December 31, 2021, the

outstanding principal balance on these notes total $ 0 , and all discounts were fully amortized.

the year ended December 31, 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.

During the six months ended

June 30, 2021, the Company issued 156,438,271 shares of its common stock upon the conversion of $ 310,200 and $ 40,186 , respectively, in

note principal and accrued interest.

As of December 31, 2021, the principal balance on these notes was $ 0 , and all discounts were fully

April 9, 2021, the Company issued 36,000,000 shares of its common stock upon the conversion of $ 186,736 and $ 62,302 , respectively, in

note principal and accrued interest to settle all outstanding balances with the lender.

In connection with the settlement, the Company

agreed to issue 15,000,000 common stock purchase warrants with a cashless exercise price of $ 0.0125 .

The warrants expire on December

The Company allocated an aggregate fair value of $ 224,812 to the stock warrants and recorded a loss on the extinguishment of

The Company estimated the fair value of this the warrant warrants at date of grant using the Black-Scholes option pricing model

using the following inputs:

(i) stock price on the date of grant of $ 0.0158 , (ii) the contractual term of the warrant of 0.7 years, (iii)

a risk-free interest rate of 0.35 % and (iv) an expected volatility of the price of the underlying common stock of 440.5 %.

As of December

31, 2020, the Companys convertible notes are convertible into an aggregate of approximately 1,499,154,286 shares of common stock.

Due to the variable conversion prices on some of the Companys convertible notes, the number of common shares issuable is dependent

upon the traded price of the Companys common stock.

31, 2021 the 15,000,000 warrants expired.

January 19, 2021, the Company issued to one noteholder a $ 270,000 convertible promissory note.

The note bears interest at 8.0 % per annum

and matures on January 19, 2025 .

After six months from issuance, the 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.

The note’s conversion rate has a floor

of $ 0.0001 .

May 7, 2021, the Company repaid $ 270,000 in note principal and $ 6,391 in accrued interest to the holder.

As of December 31, 2021, the

principal balance on the note was $ 0 .

4 – LOANS PAYABLE

the years ended December 31, 2020 and 2019, the Company received bridge loan proceeds aggregating $26,180 and $202,920, respectively,

from one lender in various transactions.

The loans payable bear interest at 8.0% per annum.

The loans are payable upon demand.

July 8, 2019, the Company repaid $222,112 of bridge loan principal and $17,888 of accrued interest.

of December 31, 2020 and 2019, the principal balance outstanding on the loans payable totaled

$235,308 and $209,128, respectively, and the Company accrued interest payable totaling $25,253 and $7,007, respectively, in connection

with the loans payable.

of December 31, 2020, the Company had $ 235,308 in principal outstanding from bridge loans.

The loans payable bear interest at 8.0 % per

annum and are payable upon demand.

In February 2021, the Company repaid the full principal balance of $ 235,308 and accrued interest of

As of December 31, 2021, the balance of these notes was $ 0 .

5 – OTHER NONCURRENT LIABILITIES

noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries

located in Brazil.

noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located

The Company has been funding these amounts upon the termination of a worker or employee.

The balance of these

employee related costs as of December 31, 2020 and December 31, 2019 amounted to $121,250 and $192,729, respectively.

The balance of these employee related

costs as of December 31, 2021 and 2020 amounted to $ 108,926 and $ 121,250 , respectively.

6 – STOCKHOLDERS’ DEFICIT

1 unchanged sentence

of December 31, 2021, the Company had 3,250,000,000 common shares authorized with a par value of $ 0.001 per share.

11, 2021, the Company amended its charter filed with the Secretary of State of Nevada to increase the number of authorized common

shares to 2,500,000,000 with a par value of $0.001 per share.

A Preferred Stock

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

Companys 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.

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

Series A Preferred Stock

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 .

D Preferred Stock

September 14, 2021, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series

D Convertible Preferred Stock (“Series D Stock”) to designate 1,000,000 shares of a new series of preferred stock.

The Certificate

of Designations, Preferences and Rights of Series D Convertible Preferred Stock provides that for so long as Series D Stock is issued

and outstanding, the holders of Series D Stock shall have no voting power until such time as the Series D Stock is converted into shares

of common stock.

One share of Series D Stock is convertible into 10,000 shares of common stock and may be converted at any time at the

election of the holder.

Holders of the Series D Stock are not entitled to any liquidation preference over the holders of common stock,

and are entitled to any dividends or distributions declared by the Company on a pro rata basis.

September 15, 2021, the Company issued 214,006 shares of Series D Stock to Marc Fogassa for the conversion of $ 566,743 in convertible

note principal and $ 75,275 of interest expense.

Ended December 31, 2021 Transactions

the year ended December 31, 2020, the Company received $320,000 in gross proceeds from the sale of 415,000,000 shares of its common

stock to accredited investors.

Additionally, the Company issued 5,000,000 shares of common stock to an accredited investor pursuant

to a subscription agreement dated April 18, 2018 for which the funds were received in a prior period.

the year ended December 31, 2020, the Company issued 32,565,515 shares of common stock valued at $43,658 to non-employees for

services rendered.

Additionally, the Company issued 397,145,607 shares of common stock upon conversion of $164,820 in convertible

notes payable and accrued interest.

the year ended December 31, 2020, the Company exchanged 200,000,000 shares of common stock returned by an accredited investor

for 150,000 shares of Jupiter Golds common stock held as an investment by the Company.

The Company used the quoted fair

value of each entitys common stock on the dates of exchange to determine the exchange ratio.

Related Party Transactions for additional disclosures of common stock issuances.

the year ended December 31, 2021, the Company issued 174,019,679 shares of common stock for gross proceeds of $ 941,009 pursuant to subscription

agreements with accredited investors.

Additionally, the Company issued 523,710,635 shares of common stock upon conversion of $ 1,362,988

in convertible notes payable and accrued interest.

Further, the Company issued shares of common stock for net proceeds of $ 75,000 upon

the exercise of 423,816,100 stock options and warrants.

Lastly, the Company issued 16,600,539 shares of common stock valued at $ 165,534

to contractors for services provided.

Ended December 31, 2020 Transactions

the year ended December 31, 2019, the Company received $652,500 in gross proceeds from the sale of units consisting of common

stock of its subsidiary, Jupiter Gold, and warrants to purchase the Companys common stock to accredited investors.

In aggregate,

the securities the Company sold were 846,828 shares of Jupiter Gold and two-year warrants to purchase a total of 241,000,000 shares

of Brazil Minerals at prices ranging from $0.0012 to $0.004 per share.

the year ended December 31, 2019, the Company received $5,000 in gross proceeds from the sale of 10,000 shares of Jupiter Gold

common stock to an accredited investor.

the year ended December 31, 2019, the Company received $123,500 in gross proceeds from the sale of 235,584,906 shares of our common

stock to accredited investors.

the year ended December 31, 2019, the Company issued 501,802,789 shares of common stock upon conversion of $228,598 in convertible

notes payable and accrued interest.

the year ended December 31, 2019, the Company issued 1,787,041 shares of common stock valued at $4,327 in exchange for consulting,

professional and other services.

Additionally, the Company issued 5,492 shares of Jupiter Gold common stock valued at $5,000 in

exchange for consulting, professional and other services.

the year ended December 31, 2020, the Company received $ 320,000 in gross proceeds from the sale of 415,000,000 shares of its common stock

to accredited investors.

Additionally, the Company issued 5,000,000 shares of common stock to an accredited investor pursuant to a subscription

agreement dated April 18, 2018 for which the funds were received in a prior period.

the year ended December 31, 2020, the Company issued 32,565,515 shares of common stock valued at $ 43,658 to non-employees for services

Additionally, the Company issued 397,145,607 shares of common stock upon conversion of $ 164,820 in convertible notes payable

and accrued interest.

the year ended December 31, 2020, the Company exchanged 200,000,000 shares of common stock returned by an accredited investor for 150,000

shares of Jupiter Gold’s common stock held as an investment by the Company.

The Company used the quoted fair value of each entity’s

common stock on the dates of exchange to determine the exchange ratio.

Note 8 – Related Party Transactions for additional disclosures of common stock issuances.

Stock Options

the year ended December 31, 2020, the Company granted options to purchase an aggregate of 43,915,500 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 which ranged between $0.0009 and

$0.0014, expected dividend yield of 0.0%, historical volatility calculated between 135.35% and 221.07%, risk-free interest rate

between 0.28% and 0.38%, and an expected term of 5 years.

the year ended December 31, 2019, the Company granted options to purchase an aggregate of 37,285,500 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 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.

As of December 31,

2020, the Company had 119,917,140 common stock options outstanding with a weighted average life of 3.6 years at an average exercise

price of $0.0025.

Related Party Transactions for additional common stock option disclosures.

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

the year ended December 31, 2021, the Company granted options to purchase common stock to officers and non-management directors.

options were valued using the Black-Scholes option pricing model with the following average assumptions:

OF BLACK-SCHOLES OPTION PRICING MODEL WITH AVERAGE ASSUMPTIONS

Expected volatility

Risk-free interest

Stock price on date

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

of Options Outstanding and Vested

Outstanding, January 1, 2021

( 117,046,100 )

Outstanding and vested, December 31,

following table reflects all outstanding and exercisable preferred stock options as at December 31, 2021.

All preferred stock options

immediately vest and are exercisable for a period of ten years from the date of issuance.

of Options Outstanding and Vested

Average Exercise Price

Contractual Life (Years)

Intrinsic Value

Outstanding, January 1, 2021

Outstanding and vested, December 31,

options were valued at $ 1,104,364 in total.

the year ended December 31, 2020, the Company granted options to purchase an aggregate of 43,915,500 shares of common stock to non-management

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 ranged between $ 0.0009 and $ 0.0014 , expected dividend yield of 0.0 %, historical volatility calculated

between 135.35 % and 221.07 %, risk-free interest rate between 0.28 % and 0.38 %, and an expected term of 5 years.

The options were valued

at $ 50,000 in total.

Note 8 – Related Party Transactions for more information related to stock options issued and outstanding for the Company’s

subsidiaries Jupiter Gold and Apollo Resources.

Purchase Warrants

purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed

to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity .

following table reflects all outstanding and exercisable warrants at December 31, 2021.

All warrants are exercisable for a period of

nine months to four years from the date of issuance:

SCHEDULE OF WARRANT ACTIVITY

of Warrants Outstanding

Average Exercise Price

Weighted Average Contractual

Outstanding, January 1, 2021

Warrants issued

Warrants exercised

( 306,770,000 )

Warrants expired

( 15,000,000 )

Outstanding and vested, December 31,

of December 31, 2021, the warrants outstanding has an aggregated intrinsic value of $ 0 .

7 – COMMITMENTS AND CONTINGENCIES

Company leases office space as its principal executive offices in Pasadena,

California for approximately $5,750 on a month-to-month basis .

The Company also leases

office space in the municipality of Olhos D’Agua, Brazil.

Such costs are immaterial to the consolidated financial statements.

rents office space as its principal executive offices in Pasadena, California for approximately $ 5,750 on a month-to-month basis.

Company also rents office space in the municipality of Olhos D’Agua, Brazil.

Such costs are immaterial to the condensed consolidated

financial statements.

8 - RELATED PARTY TRANSACTIONS

Executive Officer

following tables set forth the components of the Companys related party payables as of December 31, 2020 and December 31,

December 31, 2020

December 31, 2019

Convertible notes payable to related party

loan discounts

Total convertible notes payable to related party, net

Total related party payables

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.

following tables set forth the components of the Company’s related party payables as of December 31, 2021 and 2020:

OF RELATED PARTY TRANSACTIONS

Convertible notes payable to

related party

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 Companys 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 notes 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.

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.

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

As of December 31, 2021, all discounts were fully amortized.

1 unchanged sentence

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

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 December 31,

2020, all discounts were fully amortized.

April 7, 2019, the Companys 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.

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 December 31, 2021, all discounts were fully amortized.

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

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 December 31, 2020,

there were unamortized debt discounts of $30,862 related to this note.

March 11, 2020, the Company issued 200,000 shares of its common stock with a fair value of $280, or $0.0014 per share, to its

Chief Executive Officer in lieu of cash for loans payable and other accrued obligations.

On December 3, 2020, the Company issued 161,636,427

shares of common stock to its Chief Executive Officer in connection with the exercise stock options acquired on February 19, 2019

as described above.

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 December 31, 2021, all discounts were fully amortized.

September 15, 2021, the Company issued 214,006 shares of Series D Stock to Marc Fogassa for the conversion of $ 566,743 in convertible

note principal and $ 75,276 of interest expense.

The conversion rate was modified from $ 0.0003 per share of common stock to $ 3.00 per

share of Series D Stock due to the change in the underlying security.

The Company did not record any dividend or expense as the conversion

resulted in an equal exchange of underlying shares of common stock

March 11, 2020, the Company issued 200,000 shares of its common stock with a fair value of $ 280 , or $ 0.0014 per share, to its Chief Executive

Officer in lieu of cash for loans payable and other accrued obligations.

December 3, 2020, the Company issued 161,636,427 shares of common stock to its Chief Executive Officer in connection with the exercise

stock options acquired on February 19, 2019 as described above.

Gold Corporation

the year ended December 31, 2019, Jupiter Gold granted options to purchase an aggregate of 360,000 shares of its common stock

to Marc Fogassa at a price of $1.00 per share.

the year ended December 31, 2021, Jupiter Gold granted options to purchase an aggregate of 315,000 shares of its common stock to Marc

Fogassa at prices ranging between $ 0.01 to $ 1.00 per share.

The options were valued at $ 148,853 and recorded to stock-based compensation.

options were valued using the Black-Scholes option pricing model with the following average assumptions:

The options were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock

price on the date of the grant ($0.275 to $1.125), expected dividend yield of 0%, historical volatility calculated between a range

of 63.1%, risk-free interest rate between a range of 1.39% to 2.56%, and an expected term of 5 years.

February 12, 2020, the Company sold 900,000 shares of Jupiter Gold common stock that it held as an investment, 180,500 warrants

to purchase up to 180,500 shares of Jupiter Gold common stock at $0.60 per share, and 50,000,000 warrants to purchase up to 50,000,000

shares of Brazil Minerals common stock at $0.0015 per share for gross proceeds of $250,000 to an accredited investor.

February 14, 2020, the Company loaned $225,000 to Jupiter Gold in the form of a convertible promissory note.

bears interest at 6.0% per annum and matures on December 31, 2023.

As an inducement to enter into the transaction, the Company

received 67,000 warrants to purchase up to 67,000 shares of Jupiter Gold common stock at a price of $0.60 per share.

after issuance, the note is convertible at the option of the holder at a rate of one share of Jupiter Gold common stock for each

$0.60 of loan principal.

The impact of transaction on the Company’s accounts was eliminated in consolidation.

15, 2020, the Company converted the promissory note in return for 375,000 shares of Jupiter Gold common stock.

During the year ended December 31, 2020, Jupiter

Gold granted options to purchase an aggregate of 375,000 shares of its common stock to Marc Fogassa at prices ranging between $0.01

to $1.04 per share.

price on the date of the grant ($ 0.19 to $ 1.45 ), expected dividend yield of 0 %, historical volatility calculated between 97.3 % and 200.6 %,

risk-free interest rate between a range of 0.81 % to 1.75 %, and an expected term between 5 and 10 years.

As of December 31, 2021, an aggregate

2,270,000 Jupiter Gold common stock options were outstanding with a weighted average life of 3.11 years at an average exercise price

of $ 0.93 and an aggregated intrinsic value of $ 402,800 .

Resource Corporation

the year ended December 31, 2021, Apollo Resources granted options to purchase an aggregate of 135,000 shares of its common stock to

Marc Fogassa at a price of $ 0.01 per share.

The options were valued at $ 217,129 and recorded to stock-based compensation.

The options were valued using

the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock price on the date of the

grant ($0.30 to $0.53), expected dividend yield of 0%, historical volatility calculated between a range of 63.1%, risk-free interest

rate between a range of 0.21% to 1.69%, and an expected term of 5 years.

As of December 31, 2020, Jupiter Gold had 2,295,000

common stock options outstanding with a weighted average life of 2.5 years at an average exercise price of $1.00.

in Ares Resources Corporations Common Stock

October 2, 2017, the Company entered into a share exchange agreement with Ares Resources

The Company’s chief executive officer also serves as an officer of Ares Resources Corporation, thus making it

a related party under common ownership and control.

Refer to “Note 2 –

Composition of Certain Financial Statement Items”

for additional information.

March 11, 2020, the Company issued 53,947,368 shares of common stock to Lancaster Brazil Fund pursuant to an addendum to the share

exchange agreement dated September 28, 2018.

The Company recorded a loss on exchange of equity with a related party of $76,926

representing the fair value of the additional shares of common stock issued.

of December 31, 2020, no change in the value of the Ares common stock was recorded as the recorded value still approximated fair

MINERALS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock price on the

date of the grant ($ 4.00 to $ 5.00 ), expected dividend yield of 0 %, historical volatility calculated between 49.2 % and 98.3 %, risk-free

interest rate between a range of 0.92 % to 1.75 %, and an expected term of 10 years.

As of December 31, 2021, the options were fully exercised.

9 – RISKS AND UNCERTAINTIES

light of the SEC’s Division of Corporate Finance Disclosure Guidance Topic Number 9, dated March 25, 2020, on the impact of COVID-19,

the Company notes the following as of March 31, 2021:

the Company notes the following:

Company has not had any reports of COVID-19 among its workforce;

3 unchanged sentences

and Brazil has essentially ceased;

this is mitigated by the use of live streaming video and other methods as

this is mitigated by the use of live streaming video and other methods as needed;

exploratory research of some of the Company’s projects have been delayed as certain municipalities in Brazil have unilaterally

restricted the entry of outside persons;

these actions are being legally challenged by branches of the state administration and

the Company is monitoring all new developments;

these actions are being legally challenged by branches of the state administration and the

Company is monitoring all new developments;

Company has postponed any expenses which are not critical to it at the moment.

Company operates primarily in Brazil which exposes it to currency risks.

The Companys business activities may generate

intercompany receivables or payables that are in a currency other than the functional currency of the entity.

Changes in exchange

rates from the time the activity occurs to the time payments are made may result in the Company receiving either more or less

in local currency than the local currency equivalent at the time of the original activity.

Companys consolidated financial statements are denominated in U.S.

The Company’s business activities may generate intercompany

receivables or payables that are in a currency other than the functional currency of the entity.

Changes in exchange rates from the time

the activity occurs to the time payments are made may result in the Company receiving either more or less in local currency than the

local currency equivalent at the time of the original activity.

Company’s condensed consolidated financial statements are denominated in U.S.

Accordingly, changes in exchange rates between

the applicable foreign currency and the U.S.

dollar affect the translation of each foreign subsidiarys financial results

dollar affect the translation of each foreign subsidiary’s financial results into

dollars for purposes of reporting in the consolidated financial statements.

The Companys foreign subsidiaries

translate their financial results from the local currency into U.S.

The Company’s foreign subsidiaries translate their

financial results from the local currency into U.S.

dollars in the following manner:

(a) income statement accounts

are translated at average exchange rates for the period;

(b) balance sheet asset and liability accounts are translated at end

of period exchange rates;

(a) income statement accounts are translated at

average exchange rates for the period;

(b) balance sheet asset and liability accounts are translated at end of period exchange rates;

and (c) equity accounts are translated at historical exchange rates.

Translation in this manner affects

the shareholders equity account referred to as the foreign currency translation adjustment account.

This account exists

only in the foreign subsidiaries U.S.

dollar balance sheets and is necessary to keep the foreign subsidiaries balance

sheets in agreement.

Translation in this manner affects the shareholders’ equity

account referred to as the foreign currency translation adjustment account.

This account exists only in the foreign subsidiaries’

dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.

10 - SUBSEQUENT EVENTS

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2020 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.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

MINERALS, INC.

March 31, 2021

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the Registrant and in the capacities and on the dates indicated.

/s/ Marc Fogassa

Executive Officer

Chief Financial

and Chief Accounting Officer

/s/ Roger Noriega

Articles of Incorporation of the Company filed with the Secretary of State of Nevada on December 15, 2011.

Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by the Company on April 6, 2012.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 18, 2012.

Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on December 26, 2012.

Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012.

Incorporated by reference to Companys Current Report on Form 8-K filed with the Commission on December 26, 2012.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 24, 2012.

Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on January 28, 2013.

Amended and Restated By-laws of the Company.

Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on December 11, 2015.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on August 27, 2019.

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2021 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 , except for these:

a) On March 16, 2022, the Company terminated the

Consulting Services Agreement previously entered into with Jason Baybutt, Chief Operating Officer of Pubco Reporting Solutions, who,

prior to the termination of the Consulting Services Agreement, served as the Company’s Chief Financial Officer, Principal Accounting

Officer, and Treasurer since December 29, 2021.

On March 16, 2022, the Company appointed Gustavo Pereira de Aguiar, age 39, as the Company’s

Chief Financial Officer, Principal Accounting Officer, and Treasurer.

From 2016 until March 15, 2022, Mr.

Aguiar was the Controller of

Jaguar Mining, Inc., a Canadian publicly traded company with two producing gold mines in the state of Minas Gerais in Brazil and current

market capitalization of approximately $ 270 million.

From 2013 to 2016, Mr.

Aguiar was Controller at Grupo Orguel, an enterprise in the

construction equipment rental sector in Brazil which received funding from Carlyle, a U.S.

private equity group, and from 2010 to 2013,

Aguiar worked at Mirabella Mineração , which at the time was developing

its nickel project in the state of Bahia in Brazil.

From 2006 to 2010, Mr.

Aguiar was an auditor with Deloitte in Brazil.

has undergraduate degrees in Business Administration and in Accounting from Universidade FUMEC in Brazil.

He has an executive MBA and

further post-graduate education in finance from Funda ção Dom Cabral in Brazil.

Aguiar is fluent in Portuguese and English and is a licensed accountant in Brazil.

b) On March 21, 2021, the Company filed with the

Secretary of State of Nevada the Certficate of Amendment to the Company’s Articles of Incorporation to increase the number of authorized

shares of common stock issuable by the Company from 3,250,000,000 to 4,000,000,000 .

of Incorporation of the Company filed with the Secretary of State of Nevada on December 15, 2011.

Incorporated by reference to Exhibit

3.1 to the Registration Statement on Form S-1 filed by the Company on April 6, 2012.

of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on

December 26, 2012.

of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of

Nevada on December 18, 2012.

Incorporated by reference to Company’s Current Report on Form 8-K filed with the Commission on

December 26, 2012.

of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on

January 28, 2013.

of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on August 27,

Incorporated by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Commission on April

of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on July 16,

Senior Secured Convertible Promissory Note of the Company dated January 8, 2014 in the principal amount of $244,000 to the order of Heather U.

Baines and Lloyd McAdams AB Living Trust dated 8/1/2001.

Incorporated by reference to Exhibit 4.4 to the 2013 10-K/A-1.

Warrant to Purchase 488,000 Shares of the Companys Common Stock Issued to Heather U.

Baines and Lloyd McAdams AB Living Trust dated 8/1/2001on January 8, 2014.

Incorporated by reference to Exhibit 4.8 to the 2013 10K/A-1.

Form of Convertible Redeemable Promissory from the Company to GW Holdings Group, LLC..

Incorporated by reference to Exhibit 4.31 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Employment Agreement between the Company and Marc Fogassa.

Incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 .

Stock Purchase and Sale Agreement dated as of July 27, 2016 between the Company and Jupiter Gold Corporation (Jupiter Gold).

Incorporated by reference to Exhibit 10.1 to the Jupiter Golds Registration Statement on Form F-1 filed with the Commission on December 1, 2016.

2017 Stock Incentive Plan.

Incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-8 filed with the Commission on December 8, 2017.

Subsidiaries of the Company.*

Certification of the Chief Executive Officer pursuant to Section 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Chief Financial Officer pursuant to Section 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 135, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

Incorporated by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Commission on March

and Restated By-laws of the Company.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed

with the Commission on April 12, 2021.

of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with

the Secretary of State of the State of Nevada on September 16, 2021.

Incorporated by reference

to Exhibit 3.8 to the Form S-1 filled with the Commission on January 28, 2022.

of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on March 21,

Stock Purchase Agreement between the Company and Triton Funds LLC dated February 26, 2021.

Incorporated by reference to Exhibit 1

to the Form 8-K filed with Commission on March 3, 2021.

Stock Purchase Warrant between the Company and Triton Funds LLC dated February 26, 2021.

Incorporated by reference to Exhibit 2 to

the Form 8-K filed with Commission on March 3, 2021.

of Warrant between the Company and Warberg Funds.

Incorporated by reference to Exhibit 4.6 to the Form S-1 filled with the Commission

on January 28, 2022.

of Warrant between the Company and investors other than Warberg Funds.

Incorporated by reference to Exhibit 4.7 to the Form S-1 filled

with the Commission on January 28, 2022.

and Restated Employment Agreement Between Marc Fogassa and the Company.

Incorporated by reference to Exhibit 10.1 to the Form S-1

filled with the Commission on January 28, 2022.

Stock Incentive Plan incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with

the Commission on December 8, 2017.

between the Company and GW Holdings Group LLC dated November 15, 2021.

Incorporated by reference to Exhibit 10.3 to the Form S-1

filled with the Commission on January 28, 2022.

of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC (“Warberg Funds”).

Incorporated by reference to Exhibit 10.4 to the Form S-1 filled with the Commission on January 28, 2022.

of Securities Purchase Agreement between the Company and investors other than Warberg Funds.

Incorporated by reference to Exhibit

10.5 to the Form S-1 filled with the Commission on January 28, 2022.

of the Company.

Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the Commission

on March 31, 2021.

Certification

of the Chief Executive Officer pursuant to Section 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification

of Chief Financial Officer pursuant to Section 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification

of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 135, as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002.*

Data files pursuant to Rule 405 of Regulation S-T.

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf

by the undersigned, thereunto duly authorized, in the City of Beverly Hills, State of California, on March 25, 2022.

Minerals, Inc.

Chief Executive

to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities

indicated below:

March 25, 2022

Executive Officer (Principal Executive Officer) and Chairman of the Board

Gustavo Pereira de aguiar

March 25, 2022

Pereira de Aguiar

Chief Financial Officer

(Principal Financial and Accounting Officer)

Roger Noriega

March 25, 2022

Roger Noriega

Cassiopeia Olson

March 25, 2022

Stephen Peterson

March 25, 2022

Peterson, CFA

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 9A. Controls and Procedures