What changed in this filing

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Item 1. Financial Statements

2022-05-13 compared with 2021-11-10 · 186 added, 668 removed, 202 unchanged (81% of the section changed)

1 unchanged sentence

MINERALS, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30,

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

March 31, 2022 and December 31, 2021

and cash equivalents

current assets

Cash and cash equivalents

Accounts receivable

Taxes recoverable

Deposits and advances

Total current assets

Property and equipment, net

Intangible assets, net

Equity investments

LIABILITIES AND STOCKHOLDERS’ DEFICIT

and equipment, net

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

notes payable

party notes and other payables

current liabilities

Accounts payable and accrued expenses

Convertible notes payable

Loans payable

Related party notes and other payables

Total current liabilities

Other noncurrent liabilities

Total liabilities

Stockholders’ equity (deficit):

Series A preferred stock, $ 0.001 par value.

10,000,000 shares authorized;

1 share issued and outstanding as of September 30,

2021 and December 31, 2020, respectively

Series D preferred stock, $ 0.001 par value.

noncurrent liabilities

Stockholders’

A preferred stock, $ 0.001

shares authorized;

214,006 and zero shares as of September 30, 2021 and

share issued and outstanding as of March 31, 2022 and

December 31, 2021, respectively

Preferred stock

Common stock, $ 0.001

D preferred stock, $ 0.001

shares authorized;

shares as of March 31, 2022 and December 31, 2021,

stock, $ 0.001 par

4,000,000,000 shares

3,050,699,071 and

1,997,930,297 shares as of September

30, 2021 and December 31, 2020, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

3,250,000,000 shares

as of March 31, 2022 and December 31, 2021, respectively

paid-in capital

other comprehensive loss

( 55,488,919 )

( 54,957,429 )

Total Brazil Minerals, Inc.

Brazil Minerals, Inc.

stockholders’ deficit

( 1,094,469 )

( 3,473,137 )

Non-controlling interest

Total stockholders’ equity (deficit)

( 1,496,252 )

Total liabilities and stockholders’ deficit

Non-controlling

stockholders’ equity (deficit)

liabilities and stockholders’ deficit

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

MINERALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

Three Months Ended

September 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenue

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

For the Three Months Ended March 31, 2022

months ended March 31

and administrative

and related costs

based compensation

operating expenses

Professional fees

General and administrative

Compensation and related costs

Stock based compensation

Total operating expenses

Loss from operations

( 2,625,559 )

Other expense (income):

Interest on promissory notes

Amortization of debt discounts and other fees

Extinguishment of debt

Other expense (income)

Total other expense (income)

( 3,102,091 )

( 1,380,204 )

Loss attributable to non-controlling interest

Net loss attributable to Brazil Minerals, Inc.

from operations

( 1,130,826 )

expense (income)

on promissory notes

expense (income)

other expense

before provision for income taxes

( 1,195,368 )

for income taxes

( 1,195,368 )

attributable to non-controlling interest

loss attributable to Brazil Minerals, Inc.

$ ( 716,022 )

Basic and diluted loss per share

Net loss per share attributable to Brazil Minerals, Inc.

and diluted loss per share

loss per share attributable to Brazil Minerals, Inc.

common stockholders

Weighted-average number of common shares outstanding:

Basic and diluted

2,946,874,985

1,107,338,095

2,659,344,430

1,073,824,015

Comprehensive loss:

$ ( 820,591 )

$ ( 372,598 )

$ ( 3,102,091 )

$ ( 1,380,204 )

Foreign currency translation adjustment

Comprehensive loss

( 3,076,593 )

( 1,534,728 )

Comprehensive loss attributable to noncontrolling interests

Comprehensive loss attributable to Brazil Minerals, Inc.

$ ( 628,150 )

$ ( 315,181 )

Weighted-average

number of common shares outstanding:

3,191,757,168

2,267,306,033

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

MINERALS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

A Preferred Stock

D Preferred Stock

Comprehensive

Noncontrolling

Stockholders’

Balance, June 30, 2020

$ ( 1,195,368 )

$ ( 772,084 )

$ ( 51,881,696 )

$ ( 1,642,439 )

Issuance of common stock in connection with sales made under private

( 62,500,000 )

Issuance of common stock in

connection with sales made under private offerings

Issuance of common stock in

connection with sales made under private offerings, Shares

Issuance of common stock in

connection with the exercise of common stock options and warrants

Issuance of common stock in

connection with the exercise of common stock options and warrants, shares

Issuance of common stock in

connection with the exercise of common stock options

Issuance of common stock in

connection with the exercise of common stock options, Shares

Issuance of common stock in

exchange for consulting, professional and other services

Issuance of common stock in

exchange for consulting, professional and other services, Shares

Issuance of common stock to

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

Issuance of common stock to related parties in lieu of cash for loans payable

and other accrued obligations,shares

Issuance of common stock warrants

in connection with the issuance of convertible debenture(s)

Conversion of convertible notes and other indebtedness into common

Exchange of common stock for

Jupiter Gold common stock

Exchange of common stock for Jupiter Gold common stock,shares

Issuance of common stock in

connection with share exchange agreement with related party

Issuance of common stock in

connection with share exchange agreement with related party ,shares

Conversion of related party

convertiblenotes and other indebtedness into Series D preferred stock

Conversion of related party

convertiblenotes and other indebtedness into Series D preferred stock, shares

Issuance of common stock in

exchange for consulting, professional and other services

Issuance of common stock in

exchange for consulting, professional and other services,shares

Recognition of beneficial conversion

features related to convertible debentures

Stock based compensation

Change in foreign currency translation

Sale of Jupiter Gold common stock in connection with equity

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

of Apollo Resources common stock in connection with equity offerings

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

in noncontrolling interest(s)

Balance, September 30, 2020

1,459,768,851

$ ( 816,062 )

$ ( 52,152,899 )

$ ( 1,745,171 )

A Preferred Stock

D Preferred Stock

currency translation adjustment

Comprehensive

Noncontrolling

Stockholders’

Balance, June 30, 2021

( 1,231,735 )

$ ( 740,410 )

$ ( 53,727,767 )

$ ( 119,656 )

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 and warrants

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

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

Stock based compensation

Change in foreign currency translation

Sale of Apollo Resources common stock in connection with equity offerings

Balance, September 30, 2021

3,050,699,071

$ ( 749,421 )

Comprehensive

loss attributable to noncontrolling interests

Comprehensive

loss attributable to Brazil Minerals, Inc.

$ ( 779,267 )

1 unchanged sentence

MINERALS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

A Preferred Stock

D Preferred Stock

Comprehensive

Noncontrolling

Stockholders’

Balance, December 31, 2019

1,132,435,380

$ ( 580,957 )

$ ( 51,043,408 )

$ ( 1,320,644 )

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

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

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 notes and other indebtedness into common

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

( 1,109,491 )

( 1,380,204 )

Balance, September 30, 2020

1,459,768,851

$ ( 816,062 )

$ ( 52,152,899 )

$ ( 1,745,171 )

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

the Three Months Ended March 31, 2022 and 2021

A Preferred Stock

3 unchanged sentences

Stockholders’

Balance, December 31, 2020

1,997,930,297

$ ( 775,113 )

$ ( 52,185,071 )

December 31, 2020

1,997,930,297

Beginning Balance, Value

$ ( 775,113 )

1 unchanged sentence

$ ( 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

Issuance of common stock

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

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

based compensation

in foreign currency translation

of Jupiter Gold common stock in connection with equity offerings

of Apollo Resources common stock in connection with equity offerings

in noncontrolling interest(s)

( 2,772,358 )

Conversion of related party convertible notes and other indebtedness

into Series D preferred stock

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 and warrants

Issuance of common stock in exchange for consulting, professional and

other services

Issuance of common stock warrants in connection with the issuance of

convertible debenture(s)

Conversion of convertible notes and other indebtedness into

Stock based compensation

Change in foreign currency translation

Sale of Jupiter Gold common stock in connection with equity

Sale of Apollo Resources common stock in connection with equity

Net income (loss)

( 1,253,107 )

( 4,025,465 )

Balance, September 30, 2021

December 31, 2021

3,109,178,852

1 unchanged sentence

$ ( 54,957,429 )

Ending Balance, Value

of common stock in connection with sales made under private offerings

based compensation

in foreign currency translation

of Jupiter Gold common stock in connection with equity offerings

of Apollo Resources common stock in connection with equity offerings

March 31, 2022

3,199,478,004

3 unchanged sentences

MINERALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

the Nine Months Ended September 30, 2021 and 2020

Nine Months Ended September 30,

Cash flows from operating activities:

$ ( 3,102,091 )

$ ( 1,380,204 )

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

Stock based compensation and services

Amortization of debt discounts

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 of debt

Depreciation and amortization

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 used in operating activities

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

the Three Months Ended March 31, 2022 and 2021

months ended March 31

flows from operating activities of continuing operations:

( 1,195,368 )

Cash flows from investing activities:

Acquisition of property and equipment

Acquisition of intangible assets

Net cash used in investing activities

Cash flows from financing activities:

Loan 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 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 notes 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

Acquisition of intangible assets via financing

to reconcile net loss to cash used in operating activities:

based compensation and services

debt issued in satisfaction of other financing costs

and amortization

in operating assets and liabilities:

payable and accrued expenses

noncurrent liabilities

cash used in operating activities

flows from investing activities:

of capital assets

in intangible assets

cash used in investing activities

flows from financing activities:

proceeds from sale of common stock

from sale of subsidiary common stock to noncontrolling interests

from convertible notes payable

of loans payable

cash provided by financing activities

of exchange rates on cash and cash equivalents

increase (decrease) in cash and cash equivalents

and cash equivalents at beginning of period

and cash equivalents at end of period

disclosure of non-cash investing and financing activities:

party convertible note payable exchanged for stock

issued in connection with conversion of debt and accrued interest

issued in connection with relief of related party payable

stock warrants issued in connection with convertible promissory notes

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

20 unchanged sentences

statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of

the Company as of September 30, 2021, and the results of operations and cash flows for the periods presented.

The results of operations

for the three and nine months ended September 30, 2021 and 2020, are not necessarily indicative of the operating results for the full

fiscal year or any future period.

These unaudited condensed consolidated financial statements should be read in conjunction with the

financial statements and related notes thereto included in Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities

and Exchange Commission (the “SEC”) on March 31, 2021.

the Company as of March 31, 2022, and the results of operations and cash flows for the periods presented.

The results of operations for

the three months ended March 31, 2022 and 2021, are not necessarily indicative of the operating results for the full fiscal year or any

future period.

These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements

and related notes thereto included in Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission

(the “SEC”) on March 29, 2022.

condensed consolidated financial statements include the accounts of the Company;

19 unchanged sentences

Actual results may differ from those estimates.

MINERALS, INC.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets

20 unchanged sentences

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 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

7 unchanged sentences

financial statements.

MINERALS, INC.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

and Equipment

following table sets forth the components of the Company’s property and equipment at September 30, 2021 and December 31, 2020:

following table sets forth the components of the Company’s property and equipment at March 31, 2022 and December 31, 2021:

SCHEDULE OF PROPERTY AND EQUIPMENT

September 30, 2021

December 31, 2020

Accumulated Depreciation

Computers and office equipment

Machinery and equipment

Total fixed assets

and office equipment

and equipment

$ ( 410,491 )

$ ( 402,920 )

the three and nine months ended September 30, 2021, the Company recorded depreciation expense of $ 4,518 and $ 28,126 , respectively, and

for the three and nine months ended September 30, 2020, the Company recorded depreciation expense of $ 4,271 and $ 29,393 , respectively.

the three months ended March 31, 2022 and 2021, the Company recorded depreciation expense of $ 7,571 and $ 12,090 , respectively.

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

The carrying value was $ 1,533,738 and $ 1,302,440

at September 30, 2021 and December 31, 2020, respectively.

at March 31, 2022 and December 31, 2021, respectively.

Investments without Readily Determinable Fair Values

14 unchanged sentences

total shares outstanding of Ares Resources Corporation.

of September 30, 2021, no change in the value of the Ares common stock was recorded as the recorded value still approximated fair value.

MINERALS, INC.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

Payable and Accrued Liabilities

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

September 30, 2021

December 31, 2020

Accounts payable and other accruals

Mineral rights payable

Accrued interest

3 – CONVERTIBLE PROMISSORY NOTES PAYABLE

following tables set forth the components of the Company’s convertible debentures as of September 30, 2021 and December 31, 2020:

SCHEDULE OF CONVERTIBLE DEBENTURES

September 30,2021

December 31, 2020

Convertible notes payable – fixed conversion price

Convertible notes payable – variable conversion price

Discounts on convertible notes payable

Total convertible notes

following table sets forth a summary of change in our convertible notes payable for the nine months ended September 30, 2021:

SUMMARY OF CHANGE IN CONVERTIBLE NOTES PAYABLE

Beginning balance

New issuances of convertible notes payable

Lender adjustments for penalties or defaults

Debt discounts recorded on new issuances

Amortization of debt discounts associated with convertible debt

Conversion of convertible note principal into common stock

Repayments of convertible notes payable

Total convertible notes

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 Company’s common stock at an exercise

price of $ 62.50 per share through December 26, 2018.

The Company received gross proceeds of $ 244,000 for the sale of such securities.

The outstanding principal of the note bears interest at the rate of 12 % per annum.

The note is convertible at the option of the holder

into common stock of the Company at a conversion rate of one share for each $ 50 .00 of principal and interest converted.

As of September

30, 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.

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 September 30, 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 %.

of September 30, 2021, the outstanding principal balance on the note was $ 129,000 , and the associated unamortized discounts totaled $ 31,180 .

Notes Payable - Variable Conversion Price

various times to fund operations, the Company issues convertible notes payable in which the conversion features are variable.

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.

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 September 30, 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 $ 447,272 were recorded and are being amortized over the life of the notes.

During the nine months ended September

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 September

30, 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

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.

During the nine months ended September

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 September

30, 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 nine months ended

September 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 September 30, 2021, the principal balance on these notes was $ 0 , and all discounts were

fully amortized.

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 %.

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 September 30, 2021, the

principal balance on the note was $ 0 .

Potential Dilution

of September 30, 2021, the Company’s convertible note is convertible into an aggregate of approximately 129,000,000 shares of common

4 – 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 September 30, 2021, the balance of these notes was $ 0 .

payable and other accruals

rights payable

3 – OTHER NONCURRENT LIABILITIES

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The balance of these employee related

costs as of September 30, 2021 and December 31, 2020 amounted to $ 115,316 and $ 121,250 , respectively.

costs as of March 31, 2022 and December 31, 2021 amounted to $ 129,885 and $ 108,926 , respectively.

4 – STOCKHOLDERS’ DEFICIT

of September 30, 2021, the Company had 3,250,000,000 common shares and 10,000,000 preferred shares authorized with a par value of $ 0.001

Series A Preferred Stock

and Amendments

of March 31, 2022, the Company had 4,000,000,000 common shares authorized with a par value of $ 0.001 per share.

MINERALS, INC.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A Preferred Stock

December 18, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series

6 unchanged sentences

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 $ 75,276 of interest expense.

Months Ended September 30, 2021 Transactions

the nine months ended September 30, 2021, the Company issued 136,219,930

shares of common stock for gross proceeds

pursuant to subscription agreements with

accredited investors.

Additionally, the Company issued 504,676,193

shares of common stock upon conversion of $ 1,234,906

in convertible notes payable and accrued interest.

Further, the Company issued 396,917,702

shares of common stock for net proceeds of

upon the exercise of 423,816,100

stock options and

Lastly, the Company issued 14,954,949

shares of common stock valued at $ 183,393

to contractors for services provided.

Months Ended September 30, 2020 Transactions

the nine months ended September 30, 2020, the Company issued 232,500,000 shares of common stock to accredited investors pursuant to subscription

agreements for net proceeds of $ 320,000 .

Additionally, the Company issued 5,666,594 shares of common stock to non-employees for services

Further, the Company issued 235,019,509 shares of common stock upon conversion of $ 108,077 in convertible notes payable and

accrued interest.

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.

Months Ended March 31, 2022 Transactions

the three months ended March 31, 2022, the Company issued 90,299,152 shares of common stock for gross proceeds of $ 397,999 pursuant to

subscription agreements with accredited investors.

Months Ended March 31, 2021 Transactions

the three months ended March 31, 2021, the Company issued 40,541,666 shares of common stock for gross proceeds of $ 266,500 pursuant to

subscription agreements with accredited investors.

Additionally, the Company issued 382,429,714 shares of common stock upon conversion

of $ 640,883 in convertible notes payable and accrued interest.

Lastly, during the three months ended March 31, 2021, the Company issued

131,675,682 shares of common stock upon the cashless exercise of 141,000,000 warrants.

Note 6 – Related Party Transactions for additional disclosures of common stock issuances.

Stock Options

following table reflects all outstanding and exercisable common stock options at September 30, 2021.

All common stock options immediately

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

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

Number of Options Outstanding and Vested

Exercise Price

Remaining Contractual

Aggregated Intrinsic

Outstanding, January 1, 2021

( 117,046,100 )

Outstanding and vested, September 30, 2021

following table reflects all outstanding and exercisable preferred stock options at September 30, 2021.

All preferred stock options immediately

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

Number of Options Outstanding and Vested

Weighted Average Exercise Price

Remaining Contractual Life (Years)

Aggregated Intrinsic Value

Outstanding, January 1, 2021

Outstanding and vested, September 30, 2021

During the nine months ended September 30, 2021,

the Company granted options to purchase an aggregate of 270,000,000 shares of common stock to officers and non-management directors.

the three months ended March 31, 2022, the Company granted options to purchase an aggregate of 94,159,724 shares of common stock to officers

and non-management directors.

The options were valued at $ 196,996 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 from $ 0.0004 to $ 0.008 , expected dividend yield of 0.0 % , historical

volatility calculated between 44.8 % and 124.4 % , risk-free interest rate ranging between 0.9 % and 1.75 % , and an expected term of 10 years.

On September 15, 2021, the Company amended any

stock options granted after December 31, 2020 by changing the underlying security issuable under those options from the Company’s common stock

to its Series D Stock.

The Series D Stock has a par value of $0.001, and each share can convert into 10,000 shares of the Company’s

common stock.

As such, the Company exchanged options to purchase an aggregate of 270,000,000 shares of common stock for options to purchase

an aggregate of 27,000 shares of Series D Stock.

The Company did not record any change in value, as computed above using the Black-Scholes

option pricing model, as the election resulted in an equal exchange of underlying shares of common stock.

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.

Stock Purchase Warrants

stock 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 September 30, 2021.

All warrants are exercisable for a period of

nine months to four years from the date of issuance:

SCHEDULE OF WARRANT ACTIVITY

Number of Warrants Outstanding

Weighted Average

Exercise Price

Weighted Average Contractual

Outstanding, January 1, 2021

Warrants issued

Warrants exercised

( 306,770,000 )

Warrants forfeited

Outstanding and exercisable, September 30, 2021

As of September 30, 2021, the 123,678,265 warrants

outstanding has an aggregated intrinsic value of $ 0 .

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 from $ 0.006 to $ 0.008 , expected dividend

yield of 0.0 %, historical volatility calculated between 79.0 % and 220 %, risk-free interest rate ranging between 0.9 % and 1.83 %, and an

expected term of 10 years.

following table reflects all outstanding and exercisable options at March 31, 2022.

All stock options immediately vest and are exercisable

for a period of five to ten years from the date of issuance.

OF OPTIONS ACTIVITY

of Options Outstanding and Vested

Average Exercise Price

Contractual Life (Years)

Intrinsic Value

January 1, 2022

and Vested, March 31, 2022

of December 31, 2021, the warrants outstanding has an aggregated intrinsic value of $ 19,675 .

MINERALS, INC.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5 – COMMITMENTS AND CONTINGENCIES

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6 - RELATED PARTY TRANSACTIONS

Executive Officer

following tables set forth the components of the Company’s related party payables as of September 30, 2021 and December 31, 2020:

SCHEDULE OF RELATED PARTY TRASACTIONS

September 30, 2021

December 31, 2020

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 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 September 30, 2021, all discounts were fully amortized.

April 7, 2019, the Company’s board of directors approved the issuance of a convertible note in the principal amount of $ 261,631

to its Chief Executive Officer against a portion

of these unpaid compensatory balances.

The note bears interest at an annual rate of 6.0 %

and is payable on demand.

The note is convertible at the option of the holder at the lower of (i) $ 0.00045

or (ii) the lowest price per share at which a

noteholder who is not a manager, officer, or director of the Company converted any debt of the Company into common stock of the Company

during the period from the date hereof until the giving of notice of the election to convert.

Total debt discounts related to the beneficial

conversion features of $ 261,631

were recorded and are being amortized over a

one-year period consistent with the maturity dates of convertible notes issued to third party holders.

As of September 30, 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 convert.

Total debt discounts related to the beneficial

conversion features of $ 61,724

were recorded and are being amortized over a

one-year period consistent with the maturity dates of convertible notes issued to third party holders.

As of September 30, 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.

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 nine months ended September 30, 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 three months ended March 31, 2022, Jupiter Gold granted options to purchase an aggregate of 210,000 shares of its common stock to

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

The options were valued at $ 27,033 and recorded to stock-based compensation.

1 unchanged sentence

the Company’s stock

price on the date of the grant ($ 0.19 to $ 1.45 ), expected dividend yield of 0 %, historical volatility calculated between 97.3 % and 211.5 %,

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

On September 30, 2021, Marc Fogassa

exercised 120,000 stock options on a cashless basis and received 20,826 shares of Jupiter Gold common stock.

As of September 30, 2021,

an aggregate 2,270,000 Jupiter Gold common stock options were outstanding with a weighted average life of 3.1 years at an average exercise

price of $ 0.86 and an aggregated intrinsic value of $ 489,450 .

price on the date of the grant ($ 0.25 to $ 0.30 ), expected dividend yield of 0 %, historical volatility calculated at 232 %, risk-free interest

rate between a range of 1,59 % to 1.79 %, and an expected term between 5 and 10 years.

the three months ended March 31, 2021, Jupiter Gold granted options to purchase an aggregate of 105,000 shares of its common stock to

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

The options were valued at $ 124,549 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 ($ 0.95 to $ 1.45 ), expected dividend yield of 0 %, historical volatility calculated at 97.3 %, risk-free

interest rate between a range of 0.92 % to 1.41 %, and an expected term between 5 and 10 years.

Resource Corporation

the nine months ended September 30, 2021, Apollo Resources granted options to purchase an aggregate of 150,000 shares of its common stock

the three months ended March 31, 2022, 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.

2 unchanged sentences

the Company’s stock price on the

date of the grant ($ 0.10 to $ 4.00 ), expected dividend yield of 0 %, historical volatility calculated between 49.2 % and 98.3 %, risk-free

interest rate between a range of 0.68 % to 1.75 %, and an expected term between 5 and 10 years.

On September 30, 2021, Marc Fogassa exercised

195,000 stock options for cash proceeds of $ 1,950 and received 195,000 shares of Apollo Resources common stock.

As of September 30, 2021,

there were no Apollo Resource common stock options outstanding.

date of the grant ($ 0.10 to $ 5.00 ), expected dividend yield of 0 %, historical volatility calculated at 71 %, risk-free interest rate between

a range of 0.68 % to 2,34 %, and an expected term between 5 and 10 years

the three months ended March 31, 2021, Apollo Resources granted options to purchase an aggregate of 105,000 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.

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 ($ 0.10 to $ 4.00 ), expected dividend yield of 0 %, historical volatility calculated at 49.2 %, risk-free interest rate

between a range of 0.68 % to 1.41 %, and an expected term between 5 and 10 years.

MINERALS, INC.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7 – 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:

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

Company has been able to continue local operations of the Company in Brazil as they are located in a rural area currently unaffected

by any lockdown restrictions implemented elsewhere in Brazil;

between the U.S.

and Brazil has essentially ceased;

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;

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.

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8 - SUBSEQUENT EVENTS

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to September 30, 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.

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to March 31, 2022 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.

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-Q

Item 1. Financial Statements