10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-Q

(Mark One)

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

For the quarterly period ended June 30, 2021

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

For

the transition period from ____________ to ____________

Commission

File Number 000-55191

BrazilMinerals, Inc.

(Exact name of registrant as specified in its charter)

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

RuaVereador João Alves Praes, nº 95-A

OlhosD’Água, MG 39398-000, Brazil

(Address of principal executive offices)

(833)661-7900

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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

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

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

Title<br> of each class	Ticker<br> symbol(s)	Name<br> of each exchange on which registered
Common Stock	BMIX	OTCQB

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

APPLICABLE

ONLY TO CORPORATE ISSUERS

As

of August 13, 2021, the registrant had 2,925,793,327 shares of common stock, par value $0.001 per share, issued and outstanding.

TABLE

OF CONTENTS

		Page
PART<br> I- FINANCIAL INFORMATION
Item<br> 1.	Financial<br> Statements
	Condensed<br> Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	2
	Condensed<br> Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2020 and 2021 (Unaudited)	3
	Condensed<br> Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2020 and 2021 (Unaudited)	4
	Condensed<br> Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2021 (Unaudited)	6
	Notes<br> to the Condensed Consolidated Financial Statements (Unaudited)	7
Item<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15
Item<br> 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item<br> 4.	Controls and Procedures.	17
PART II- OTHER INFORMATION		18
Item<br> 6.	Exhibits	18
Signatures		19
Exhibits/Certifications

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PART

I - FINANCIAL INFORMATION

Item

1 FINANCIAL STATEMENTS

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BRAZIL

MINERALS, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

June

30, 2021 and December 31, 2020

			December<br> 31,
			2020
ASSETS
Current<br> assets:
Cash<br> and cash equivalents	62,088		$	253,598
Accounts<br> receivable	801			20,106
Taxes<br> recoverable	18,417			17,726
Inventory	12,132			11,676
Deposits<br> and advances	3,835			2,039
Total<br> current assets	97,273			305,145
Property<br> and equipment, net	67,328			89,276
Intangible<br> assets, net	1,452,952			407,467
Equity<br> investments	150,000			150,000
Total<br> assets	1,767,553		$	951,888
LIABILITIES<br> AND STOCKHOLDERS’ DEFICIT
Current<br> liabilities:
Accounts<br> payable and accrued expenses	1,108,915		$	652,119
Convertible<br> notes payable	86,815			872,720
Loans<br> payable	-			235,308
Related<br> party notes and other payables	566,743			566,743
Total<br> current liabilities	1,762,473			2,326,890
Other<br> noncurrent liabilities	124,736			121,250
Total<br> liabilities	1,887,209			2,448,140
Stockholders’<br> deficit:
Series<br> A preferred stock, 0.001 par value. 10,000,000 shares authorized; 1 share issued and outstanding issued and outstanding as of June<br> 30, 2021 and December 31, 2020, respectively	1			1
Common<br> stock, 0.001 par value. 3,250,000,000 shares authorized; 2,925,793,327 and 1,997,930,297 shares issued and outstanding as of June<br> 30, 2021 and December 31, 2020, respectively	2,925,793			1,997,930
Additional<br> paid-in capital	49,932,050			47,489,116
Accumulated<br> other comprehensive loss	(740,410	)		(775,113	)
Accumulated<br> deficit	(53,727,767	)		(52,185,071	)
Total<br> Brazil Minerals, Inc. stockholders’ deficit	(1,610,333	)		(3,473,137	)
Non-controlling<br> interest	1,490,677			1,976,885
Total<br> stockholders’ deficit	(119,656	)		(1,496,252	)
Total<br> liabilities and stockholders’ deficit	1,767,553		$	951,888

All values are in US Dollars.

The

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

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BRAZIL

MINERALS, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

For

the Three and Six Months Ended June 30, 2021 and 2020

	Three<br> Months Ended<br><br> <br>June<br> 30,			Three<br> Months Ended<br><br> <br>June<br> 30,			Six<br> Months Ended<br><br> <br>June<br> 30,			Six<br> Months Ended<br><br> <br>June<br> 30,
	2021			2020			2021			2020
Revenue	$	1,645		$	8,936		$	6,104		$	11,566
Cost<br> of revenue		24,105			30,664			47,094			59,897
Gross<br> loss		(22,460	)		(21,728	)		(40,990	)		(48,331	)
Operating<br> expenses:
Professional<br> fees		19,506			28,225			101,797			74,295
General<br> and administrative		260,106			110,873			533,157			268,276
Compensation<br> and related costs		134,961			102,329			180,469			163,298
Stock<br> based compensation		325,967			26,934			1,037,413			48,234
Total<br> operating expenses		740,540			268,361			1,852,836			554,103
Loss<br> from operations		(763,000	)		(290,089	)		(1,893,826	)		(602,434	)
Other<br> expense (income):
Interest<br> on promissory notes		96,493			125,879			161,243			178,293
Amortization<br> of debt discounts and other fees		1,834			-			1,834			151,339
Extinguishment<br> of debt		224,812			-			224,812			-
Other<br> expense (income)		(7	)		(638	)		(215	)		75,540
Total<br> other expense (income)		323,132			125,241			387,674			405,172
Loss<br> before provision for income taxes		(1,086,132	)		(415,330	)		(2,281,500	)		(1,007,606	)
Provision<br> for income taxes		-			-			-			-
Net<br> loss		(1,086,132	)		(415,330	)		(2,281,500	)		(1,007,606	)
Loss<br> attributable to non-controlling interest		(259,458	)		(99,660	)		(738,804	)		(169,318	)
Net<br> loss attributable to Brazil Minerals, Inc. stockholders	$	(826,674	)	$	(315,670	)	$	(1,542,696	)	$	(838,288	)
Basic<br> and diluted loss per share
Net<br> loss per share attributable to Brazil Minerals, Inc. common stockholders	$	-		$	-		$	-		$	-
Weighted-average<br> number of common shares outstanding:
Basic<br> and diluted		2,513,196,303			1,107,338,095			2,513,196,303			1,073,824,015
Comprehensive<br> loss:
Net<br> loss	$	(1,086,132	)	$	(415,330	)	$	(2,281,500	)	$	(1,007,606	)
Foreign<br> curreny translation adjustment		55,071			(84,236	)		18,704			(191,127	)
Comprehensive<br> loss		(1,031,061	)		(499,566	)		(2,262,796	)		(1,198,733	)
Comprehensive<br> loss attributable to noncontrolling interests		(302,335	)		(99,660	)		(754,803	)		(169,318	)
Comprehensive<br> loss attributable to Brazil Minerals, Inc. stockholders	$	(728,726	)	$	(399,906	)	$	(1,507,993	)	$	(1,029,415	)

The

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

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BRAZIL

MINERALS, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

For

the Three Months Ended June 30, 2021 and 2020

	Shares		Value		Shares		Value		Capital			Loss			Deficit			Interests			(Deficit)
	Series<br> A Preferred Stock				Common<br> Stock				Additional<br><br> <br>Paid-in			Accumulated<br><br> <br>Other<br><br> <br>Comprehensive			Accumulated			Noncontrolling			Total<br><br> <br>Stockholders’ Equity
	Shares		Value		Shares		Value		Capital			Loss			Deficit			Interests			(Deficit)
Balance,<br> March 31, 2020		1	$	1		1,030,599,388	$	1,030,599	$	47,854,444		$	(687,848	)	$	(51,566,026	)	$	1,777,057		$	(1,591,773	)
Issuance<br> of common stock in connection with sales made under private offerings		-		-		290,000,000		290,000		(70,000	)		-			-			-			220,000
Issuance of common stock in connection with the exercise of common stock options
Issuance of common stock in connection with the exercise of<br> common stock options, shares
Issuance of common stock in exchange for consulting, professional and other services
Issuance of common stock in exchange for consulting,<br> professional and other services, shares
Issuance of common stock warrants in connection with the issuance of convertible notes
Issuance of common stock in connection with share exchange agreement with related party
Issuance of common stock in connection with share exchange<br> agreement with related party, 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<br> for loans payable and other accrued obligations, shares
Exchange of common stock for Jupiter Gold common stock
Exchange of common stock for Jupiter Gold common stock, shares
Sale of Apollo Resources common stock in connection with equity offerings
Conversion<br> of convertible notes and accrued interest payable into common stock		-		-		66,863,929		66,864		(37,235	)		-			-			-			29,629
Stock<br> based compensation		-		-		-		-		26,934			-			-			-			26,934
Change<br> in foreign currency translation		-		-		-		-		-			(84,236	)		-			72,337			(11,899	)
Sale<br> of Jupiter Gold common stock in connection with equity offerings		-		-		-		-		-			-			-			100,000			100,000
Net<br> loss		-		-		-		-		-			-			(315,670	)		(99,660	)		(415,330	)
Balance,<br> June 30, 2020		1	$	1		1,387,463,317	$	1,387,463	$	47,774,143		$	(772,084	)	$	(51,881,696	)	$	1,849,734		$	(1,642,439	)
	Series<br> A Preferred Stock				Common<br> Stock				Additional<br><br> <br>Paid-in			Accumulated<br><br> <br>Other<br><br> <br>Comprehensive			Accumulated			Noncontrolling			Total<br><br> <br>Stockholders’ Equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares		Value		Shares		Value		Capital			Loss			Deficit			Interests			(Deficit)
Balance,<br> March 31, 2021		1	$	1		2,552,577,359	$	2,552,577	$	48,553,298		$	(838,358	)	$	(52,901,093	)	$	1,724,262		$	(909,313	)
Issuance<br> of common stock in connection with sales made under private offerings		-		-		69,591,306		69,592		330,558			-			-			-			400,150
Issuance<br> of common stock in connection with the exercise of common stock options		-		-		181,378,183		181,378		(106,378	)		-			-			68,750			143,750
Issuance<br> of common stock warrants in connection with the issuance of convertible notes		-		-		-		-		356,827			-			-			-			356,827
Conversion<br> of convertible notes and accrued interest payable into common stock		-		-		122,246,479		122,246		471,778			-			-			-			594,024
Stock<br> based compensation		-		-		-		-		325,967			-			-			-			325,967
Change<br> in foreign currency translation		-		-		-		-		-			97,948			-			(42,877	)		55,071
Net<br> loss		-		-		-		-		-			-			(826,674	)		(259,458	)		(1,086,132	)
Balance,<br> June 30, 2021		1	$	1		2,925,793,327	$	2,925,793	$	49,932,050		$	(740,410	)	$	(53,727,767	)	$	1,490,677		$	(119,656	)

The

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

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BRAZIL

MINERALS, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

For

the Six Months Ended June 30, 2021 and 2020

	Series<br> A Preferred Stock				Common<br> Stock						Additional<br><br> <br>Paid-in			Accumulated<br> Other<br><br> <br>Comprehensive			Accumulated			Noncontrolling			Total<br><br> <br>Stockholders’ Equity
	Shares		Value		Shares			Value			Capital			Loss			Deficit			Interests			(Deficit)
Balance,<br> December 31, 2019		1	$	1		1,132,435,380		$	1,132,435		$	47,724,570		$	(580,957	)	$	(51,043,408	)	$	1,446,715		$	(1,320,644	)
Issuance<br> of common stock in connection with sales made under private offerings		-		-		295,000,000			295,000			(75,000	)		-			-			-			220,000
Issuance<br> of common stock in exchange for consulting, professional and other services		-		-		5,666,594			5,667			333			-			-			-			6,000
Issuance<br> of common stock in connection with share exchange agreement with related party		-		-		53,947,368			53,947			22,979			-			-			-			76,926
Issuance<br> of common stock to related parties in lieu of cash for loans payable and other accrued obligations		-		-		200,000			200			80			-			-			-			280
Conversion<br> of convertible notes and accrued interest payable into common stock		-		-		100,213,975			100,214			(47,053	)		-			-			-			53,161
Exchange<br> of common stock for Jupiter Gold common stock		-		-		(200,000,000	)		(200,000	)		100,000			-			-			100,000			-
Stock<br> based compensation		-		-		-			-			48,234			-			-			-			48,234
Change<br> in foreign currency translation		-		-		-			-			-			(191,127	)		-			72,337			(118,790	)
Sale<br> of Jupiter Gold common stock in connection with
equity<br> offerings		-		-		-			-			-			-			-			400,000			400,000
Net<br> loss		-		-		-			-			-			-			(838,288	)		(169,318	)		(1,007,606	)
Balance,<br> June 30, 2020		1	$	1		1,387,463,317		$	1,387,463		$	47,774,143		$	(772,084	)	$	(51,881,696	)	$	1,849,734		$	(1,642,439	)
	Series<br> A Preferred Stock				Common<br> Stock				Additional<br><br> <br>Paid-in			Accumulated<br><br> <br>Other<br><br> <br>Comprehensive			Accumulated			Noncontrolling			Total<br><br> <br>Stockholders’ Equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares		Value		Shares		Value		Capital			Loss			Deficit			Interests			(Deficit)
Balance,<br> December 31, 2020		1	$	1		1,997,930,297	$	1,997,930	$	47,489,116		$	(775,113	)	$	(52,185,071	)	$	1,976,885		$	(1,496,252	)
Issuance<br> of common stock in connection with sales made under private offerings		-		-		110,132,972		110,133		556,517			-			-			-			666,650
Issuance<br> of common stock in connection with sales made under private offerings		-		-		313,053,865		313,054		(238,054	)		-			-			68,750			143,750
Issuance<br> of common stock in exchange for consulting, professional and other services		-		-		-		-		-			-			-			31,845			31,845
Issuance<br> of common stock warrants in connection with the issuance of convertible notes		-		-		-		-		356,827			-			-			-			356,827
Conversion<br> of convertible notes and accrued interest payable into common stock		-		-		504,676,193		504,676		730,231			-			-			-			1,234,907
Stock<br> based compensation		-		-		-		-		1,037,413			-			-			-			1,037,413
Change<br> in foreign currency translation		-		-		-		-		-			34,703			-			(15,999	)		18,704
Sale<br> of Jupiter Gold common stock in connection with
equity<br> offerings		-		-		-		-		-			-			-			118,000			118,000
Sale<br> of Apollo Resources common stock in connection with
equity<br> offerings		-		-		-		-		-			-			-			50,000			50,000
Net<br> income (loss)		-		-		-		-		-			-			(1,542,696	)		(738,804	)		(2,281,500	)
Balance,<br> June 30, 2021		1	$	1		2,925,793,327	$	2,925,793	$	49,932,050		$	(740,410	)	$	(53,727,767	)	$	1,490,677		$	(119,656	)

The

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

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BRAZIL

MINERALS, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For

the Six Months Ended June 30, 2021 and 2020

	Six<br> Months Ended June 30,			Six<br> Months Ended June 30,
	2021			2020
Cash<br> flows from operating activities:
Net<br> loss	$	(2,281,500	)	$	(1,007,606	)
Adjustments<br> to reconcile net loss to cash used in operating activities:
Stock<br> based compensation and services		1,069,258			54,234
Amortization<br> of debt discounts		1,834			237,270
Common<br> stock issued in satisfaction of financing costs		91,996			-
Convertible<br> debt issued in satisfaction of financing costs		37,212			14,264
Loss<br> on share exchange agreement with related party		-			76,926
Loss<br> on extinguishment of debt		224,812			-
Depreciation<br> and amortization		23,608			25,122
Changes<br> in operating assets and liabilities:
Accounts<br> receivable		18,687			(32,099	)
Deposits<br> and advances		(1,611	)		2,860
Accounts<br> payable and accrued expenses		718,461			61,633
Accrued<br> salary due to officer		-			99,393
Other<br> noncurrent liabilities		(1,157	)		7,252
Net<br> cash used in operating activities		(98,400	)		(460,751	)
Cash<br> flows from investing activities:
Acquisition<br> of property and equipment		-			(788	)
Acquisition<br> of intangible assets		(957,758	)		(12,350	)
Net<br> cash used in investing activities		(957,758	)		(13,138	)
Cash<br> flows from financing activities:
Loan<br> from officer		5,720			(40,670	)
Net<br> proceeds from sale of common stock		741,650			220,000
Proceeds<br> from sale of subsidiary common stock to noncontrolling interests		236,750			400,000
Proceeds<br> from convertible notes payable		399,000			-
Proceeds<br> from loans payable		-			26,180
Repayment of convertible notes payable		(270,000	)		-
Repayment<br> of loans payable		(235,308	)		-
Net<br> cash provided by (used in) financing activities		873,812			605,510
Effect<br> of exchange rates on cash and cash equivalents		(9,164	)		44,649
Net<br> increase (decrease) in cash and cash equivalents		(191,510	)		176,270
Cash<br> and cash equivalents at beginning of period		253,598			151,088
Cash<br> and cash equivalents at end of period	$	62,088		$	327,358
Supplemental<br> disclosure of cash flow information:
Cash<br> paid for interest	$	-		$	-
Cash<br> paid for income taxes	$	-		$	-
Supplemental<br> disclosure of non-cash investing and financing activities:
Shares<br> issued in connection with conversion of debt and accrued interest	$	1,234,906		$	53,160
Shares<br> issued in connection with relief of related party payable	$	-		$	280
Common<br> stock warrants issued in connection with convertible promissory notes	$	40,019		$	-

The

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

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BRAZIL

MINERALS, INC.

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organizationand Description of Business

Brazil Minerals, Inc. (“Brazil Minerals” or the “Company”) was incorporated as Flux Technologies, Corp. under the laws of the State of Nevada, U.S. on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration. Brazil Minerals, through subsidiaries, owns mineral rights in Brazil for gold, diamonds, lithium, rare earths, titanium, iron, nickel, and sand.

Basisof Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”) and are expressed in United States dollars. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2021, and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 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

condensed consolidated financial statements include the accounts of the Company; its 99.99% owned subsidiary, BMIX Participações Ltda. (“BMIXP”), which includes the accounts of BMIXP’s wholly-owned subsidiary, Mineração Duas Barras Ltda. (“MDB”), and BMIXP’s 50% owned subsidiary, RST Recursos Minerais Ltda. (“RST”); its 99.99% owned subsidiary, Hercules Resources Corporation (“HRC”), which includes the accounts of HRC’s wholly-owned subsidiary, Hercules Brasil Comercio e Transportes Ltda. (“Hercules Brasil”); its 30.1% equity interest in Apollo Resources Corporation (“Apollo Resources”) and its subsidiary Mineração Apollo, Ltda.; and its 10.0% equity interest in Jupiter Gold Corporation (“Jupiter Gold”), which includes the accounts of Jupiter Gold’s wholly-owned subsidiary, Mineração Jupiter Ltda. 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 Company’s condensed consolidated financial statements.

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

Useof Estimates

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

GoingConcern

The 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.

The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations, the sale of its stock and/or obtaining debt financing. 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 Jupiter Gold that it owns, and obtaining debt financing. There can be no assurance the Company will be successful in these efforts.

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RecentAccounting Pronouncements

The 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:

In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivativesand Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’sOwn 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. 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 conclusions. 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 of adoption.

In February 2020, the FASB issued ASU 2020-02, *Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendmentsto SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to AccountingStandards 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.

NOTE

2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

Propertyand Equipment

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

SCHEDULE

OF PROPERTY AND EQUIPMENT

	June<br> 30, 2021							December<br> 31, 2020
	Cost		Accumulated<br> Depreciation			Net<br> Book Value		Cost		Accumulated<br> Depreciation			Net<br> Book Value
Computers<br> and office equipment	$	3,903	$	(1,646	)	$	2,257	$	3,880	$	(573	)	$	3,307
Machinery<br> and equipment		360,145		(295,074	)		65,296		348,376		(271,107	)		77,269
Vehicles		132,386		(132,386	)		–		127,416		(118,716	)		8,700
Total<br> fixed assets	$	496,434	$	(429,106	)	$	67,328	$	479,672	$	(390,396	)	$	89,276

For

the three and six months ended June 30, 2021, the Company recorded depreciation expense of $11,518

and $23,608

,

respectively, and for the three and six months ended June 30, 2020, the Company recorded depreciation expense of $11,376 and $25,122, respectively.

IntangibleAssets

Intangible

assets consist of mining rights are not amortized as the mining rights are perpetual. The carrying value was $1,452,952 and $407,467 at June 30, 2021 and December 31, 2020, respectively.

EquityInvestments without Readily Determinable Fair Values

On

October 2, 2017, the Company entered into an exchange agreement whereby it issued 25,000,000 shares of its common stock in exchange for 500,000 shares of Ares Resources Corporation. 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.

On

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.

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Under ASC 321-10, the Company elected to use a measurement alternative for its equity investment that does not have a readily determinable fair value. As such, the Company measured its investment at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company owns less than 5% of the total shares outstanding of Ares Resources Corporation.

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

AccountsPayable and Accrued Liabilities

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June<br> 30, 2021		December<br> 31, 2020
Accounts<br> payable and other accruals	$	358,735	$	327,704
Mineral rights payable		749,750		–
Accrued<br> interest		430		324,415
Total	$	1,108,915	$	652,119

NOTE

3 – CONVERTIBLE PROMISSORY NOTES PAYABLE

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

SCHEDULE OF CONVERTIBLE DEBENTURES

	June<br> 30,2021			December<br> 31, 2020
Convertible<br> notes payable – fixed conversion price	$	129,000			244,000
Convertible notes payable – variable conversion<br> price		–			628,720
Discounts<br> on convertible notes payable		(42,185	)		–
Total<br> convertible notes	$	86,815		$	872,720

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

SUMMARY OF CHANGE IN CONVERTIBLE NOTES PAYABLE

	June<br> 30, 2021
Beginning<br> balance	$	872,720
New<br> issuances of convertible notes payable		399,000
Lender<br> adjustments for penalties or defaults		37,212
Debt<br> discounts recorded on new issuances		(44,019	)
Amortization<br> of debt discounts associated with convertible debt		1,834
Conversion<br> of convertible note principal into common stock		(909,932	)
Repayments<br> of convertible notes payable		(270,000	)
Total<br> convertible notes	$	86,815

ConvertibleNotes Payable - Fixed Conversion Price

On

January 7, 2014, the Company issued to a family trust a senior secured convertible promissory note in the principal amount, and received gross proceeds, of $244,000 and warrants to purchase an aggregate of 488,000 shares of the Company’s common stock at an exercise price of $62.50 per share through December 26, 2018. The Company received gross proceeds of $244,000 for the sale of such securities. The outstanding principal of the note bears interest at the rate of 12% per annum. The note is convertible at the option of the holder into common stock of the Company at a conversion rate of one share for each $50.00 of principal and interest converted. As of June 30, 2021, all warrants issued in connection with this note had expired.

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

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On

February 3, 2021, the Company issued 20,000,000

shares of common stock upon conversion of $80,000

in convertible notes payable and accrued interest.

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 June 30, 2021, the balance of the note was $0.

On

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.

ASC

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%.

As

of June 30, 2021, the outstanding principal balance on the note was $129,000, and the associated unamortized discounts totaled $42,185.

ConvertibleNotes Payable - Variable Conversion Price

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

During

the year ended December 31, 2016, the Company issued to one noteholder, in various transactions, $242,144 in convertible promissory notes with fixed floors and received an aggregate of $232,344 in proceeds. The convertible promissory notes each bear interest at 8.0% per annum and mature one year from issuance ranging from July to December 2017. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days. In addition, each note’s conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $241,852 were recorded and are being amortized over the life of the notes. 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 June 30, 2021, the outstanding principal balance on these notes total $0, and all discounts were fully amortized.

During

the year ended December 31, 2017, the Company issued to one noteholder in various transactions $477,609

in convertible promissory notes with fixed floors

and received an aggregate of $454,584

in proceeds. The convertible promissory notes

each bear interest at 8.0

%

per annum and mature one year from issuance ranging from January to August 2018. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days. In addition, each note’s conversion rate has a floor of $0.0001

.

Total debt discounts related to the beneficial conversion features of $447,272

were recorded and are being amortized over the

life of the notes. 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 June 30, 2021, the outstanding principal balance on these notes total $0, and all discounts were fully amortized.

During

the year ended December 31, 2018, the Company issued to one noteholder in various transactions $137,306

in convertible promissory notes with fixed floors

and received an aggregate of $130,556

in proceeds. The convertible promissory notes

each bear interest at 8.0

%

per annum and mature one year from issuance ranging from August 2018 to April 2019. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days. In addition, each note’s conversion rate has a floor of $0.0001

.

Total debt discounts related to the beneficial conversion features of $122,755

were recorded and are being amortized over the

life of the notes. 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 June 30, 2021, the outstanding principal balance on these notes total $0, and all discounts were fully amortized.

During

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 June 30, 2021, the principal balance on these notes was $0, and all discounts were fully amortized.

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On 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 31, 2021. The Company allocated an aggregate fair value of $224,812 to the stock warrants and recorded a loss on the extinguishment of debt. 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%.

On 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.

On

May 7, 2021, the Company repaid $270,000 in note principal and $6,391 in accrued interest to the holder. As of June 30, 2021, the principal balance on the note was $0.

FuturePotential Dilution

As

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

NOTE

4 – LOANS PAYABLE

As

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 $24,654. As of June 30, 2021, the balance of these notes was $0.

NOTE

5 – OTHER NONCURRENT LIABILITIES

Other

noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located in Brazil. The Company has been funding these amounts upon the termination of a worker or employee. The balance of these employee related costs as of June 30, 2021 and December 31, 2020 amounted to $124,736 and $121,250, respectively.

NOTE

6 – STOCKHOLDERS’ DEFICIT

Authorizedand Amendments

As

of June 30, 2021, the Company had 3,250,000,000 common shares authorized with a par value of $0.001 per share.

Series A Preferred Stock

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

SixMonths Ended June 30, 2021 Transactions

During

the six months ended June 30, 2021, the Company issued 110,132,972

shares of common stock for gross proceeds of

$666,650

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. Lastly, during the six months ended June 30, 2021, the Company issued 313,053,865

shares of common stock for net proceeds of $143,750

upon the exercise of 334,385,769

warrants.

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SixMonths Ended June 30, 2020 Transactions

During

the six months ended June 30, 2020, the Company issued 295,000,000 shares of common stock to accredited investors pursuant to subscription agreements for net proceeds of $220,000. The Company issued 5,666,594 shares of common stock to non-employees for services rendered. The Company issued 100,213,975 shares of common stock upon conversion of $53,161 in convertible notes payable and accrued interest.

Additionally,

during the six months ended June 30, 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.

CommonStock Options

During

the six months ended June 30, 2021, the Company granted options to purchase an aggregate of 180,000,000 shares of common stock to officers and non-management directors. The options were valued at $671,430 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 63.9% and 124.4%, risk-free interest rate ranging between 0.9% and 1.75%, and an expected term of 10 years.

The following table reflects all outstanding and exercisable options at June 30, 2021. All 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			Weighted<br><br> <br>Average<br><br> <br>Exercise Price		Remaining Contractual<br><br> <br>Life (Years)		Aggregated Intrinsic<br><br> <br>Value
Outstanding, January 1, 2021		119,917,140		$	0.0025		3.6
Issued		180,000,000			0.0000		9.8
Exercised		(35,845,100	)		–		–
Forfeited		(565,640	)		–		–
Outstanding and vested, June 30, 2021		263,506,400		$	0.0007		7.8	$	2,903,147

See 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.

StockPurchase Warrants

Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexedto, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

The following table reflects all outstanding and exercisable warrants at June 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<br><br> <br>Exercise Price		Weighted Average Contractual Life (Yrs.)
Outstanding,<br> January 1, 2021		306,770,000			0.0016		0.83
Warrants<br> issued		89,591,306		$	0.0125
Warrants<br> exercised		(299,000,000	)	$	–
Warrants<br> forfeited		(–	)	$	–
Balance<br> June 30, 2021		97,361,306		$	0.0116		2.37

NOTE

7 – COMMITMENTS AND CONTINGENCIES

OperatingLeases

The

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 condensed consolidated financial statements.

NOTE

8 - RELATED PARTY TRANSACTIONS

ChiefExecutive Officer

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

SCHEDULE

OF RELATED PARTY TRASACTIONS

	June 30, 2021		December 31, 2020
Convertible notes payable to related party	$	566,743	$	566,743

Effective

June 30, 2018, the Company issued a convertible promissory note in the principal amount of $445,628 to its Chief Executive Officer against a portion of these unpaid compensatory balances. The note bears no interest and is payable on demand. The note is convertible at the option of the holder at the lower of (i) the average of the five lowest bid prices of the Company’s common stock over the previous 20 trading days or (ii) the lowest price per share at which the Company sold its common stock in a transaction with a person who is not a manager, officer, or director of the Company during the period from the date hereof until the giving of notice of the election to convert or the lowest price per share at which a noteholder who is not a manager, officer, or director of the Company converted any debt of the Company into shares of the Company during the period from the date hereof until the giving of notice of the election to convert. The note’s conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $445,628 were recorded and are being amortized over a one-year period consistent with the maturity dates of convertible notes issued to third party holders. As of June 30, 2021, all discounts were fully amortized.

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On

April 7, 2019, the Company’s board of directors approved the issuance of a convertible note in the principal amount of $261,631 to its Chief Executive Officer against a portion of these unpaid compensatory balances. The note bears interest at an annual rate of 6.0% and is payable on demand. The note is convertible at the option of the holder at the lower of (i) $0.00045 or (ii) the lowest price per share at which a noteholder who is not a manager, officer, or director of the Company converted any debt of the Company into common stock of the Company during the period from the date hereof until the giving of notice of the election to convert. Total debt discounts related to the beneficial conversion features of $261,631 were recorded and are being amortized over a one-year period consistent with the maturity dates of convertible notes issued to third party holders. As of June 30, 2021, there were unamortized debt discounts of $15,431 related to this note.

On

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

On

June 30, 2019, the Company’s board of directors approved the issuance of a convertible note in the principal amount of $61,724 to its Chief Executive Officer against a portion of these unpaid compensatory balances. The note bears interest at an annual rate of 6.0% and is payable on demand. The note is convertible at the option of the holder at the lower of (i) $0.0003 or (ii) the lowest price per share at which a noteholder who is not a manager, officer, or director of the Company converted any debt of the Company into common stock of the Company during the period from the date hereof until the giving of notice of the election to convert. Total debt discounts related to the beneficial conversion features of $61,724 were recorded and are being amortized over a one-year period consistent with the maturity dates of convertible notes issued to third party holders. As of December 31, 2020, there were unamortized debt discounts of $30,862 related to this note.

On

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.

JupiterGold Corporation

During

the six months ended June 30, 2021, 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 $148,853

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 ($0.19

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 June 30, 2021, an aggregate 2,505,000 Jupiter Gold

common stock options were outstanding

with a weighted average life of 2.9

years

at an average exercise price of $0.93

and

an aggregated intrinsic value of $202,825 .

ApolloResource Corporation

During

the six months ended June 30, 2021, Apollo Resources granted options to purchase an aggregate of 150,000

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 ($0.10

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. As of June 30, 2021, an aggregate 150,000

Apollo Resource common stock options were outstanding with a weighted average life of 9.6 years at an average exercise price of $0.01 and an aggregated intrinsic value of $148,500.

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NOTE

9 – RISKS AND UNCERTAINTIES

In 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:

●	The<br> Company has not had any reports of COVID-19 among its workforce;
●	The<br> Company has been able to continue local operations of the Company in Brazil as they are located in a rural area currently unaffected<br> by any lockdown restrictions implemented elsewhere in Brazil;
---	---
●	Travel<br> between the U.S. and Brazil has essentially ceased; this is mitigated by the use of live streaming video and other methods as needed;
---	---
●	Some<br> exploratory research of some of the Company’s projects have been delayed as certain municipalities in Brazil have unilaterally<br> restricted the entry of outside persons; these actions are being legally challenged by branches of the state administration and the<br> Company is monitoring all new developments;
---	---
●	The<br> Company has postponed any expenses which are not critical to it at the moment.
---	---

CurrencyRisk

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

The Company’s condensed consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. 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; 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.

NOTE

10 - SUBSEQUENT EVENTS

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

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Item2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

Descriptionof Business

Brazil Minerals is an exploration company with projects in highly strategic minerals, such as lithium, rare earths, titanium, nickel, and cobalt. We own approximately 60% of Apollo Resources Corporation, a company focused on exploration projects in iron, and which is advancing towards operational licensing of its first revenue-producing iron mine. We also own approximately 10% of Jupiter Gold Corporation, a company primarily focused on exploration projects in gold, and which is advancing towards operational licensing of its first revenue-producing quartzite mine.

Resultsof Operations

TheThree Months Ended June 30, 2021 Compared to the Three Months ended June 30, 2020

Revenue for the three months ended June 30, 2021 totaled $1,645, compared to revenue of $8,936 during the three months ended June 30, 2020 representing a decrease of 81.6%. We anticipate that revenues will begin to increase with the licensing of new high-quality areas for production in future periods.

Cost of goods sold for the three months ended June 30, 2021 totaled $24,105, as compared to cost of goods sold of $30,664 during the three months ended June 30, 2020 representing a decrease of 21.4%. Cost of goods sold is primarily comprised of labor, fuel, and repairs and maintenance on our mining equipment. The decrease is explained by reduced production activities and mining costs partially attributable to the Company’s exploratory efforts and the risks and uncertainties surrounding COVID-19.

Gross loss for the three months ended June 30, 2021 totaled $22,460, compared to gross loss of $21,728 during the three months ended June 30, 2020 representing an increase of 3.4%.

Operating expenses for the three months ended June 30, 2021 totaled $740,540, compared to operating expenses of $268,361 during the three months ended June 30, 2020 representing an increase of 176.0%. The increase was mostly due to general and administrative expenses related to public company costs and increased financing efforts, and stock-based compensation from issuances of stock options to officers and directors.

Other expenses for the three months ended June 30, 2021 totaled $323,132, compared to other expenses of $125,241 during the three months ended June 30, 2020 representing an increase of 158.0%. The Company realized a decrease in interest expense on promissory notes due to reduced debt levels during the period ended June 30, 2021. Additionally, the Company recorded a $224,812 loss on the extinguishment of debt related to common stock purchase warrants issued in a settlement with a noteholder during the three months ended June 30, 2021.

As a result, we incurred a net loss attributable to our stockholders of $826,674, or $0.00 per share, for the three months ended June 30, 2021, compared to a net loss attributable to our stockholders of $315,670, or $0.00 per share, during the three months ended June 30, 2020.

TheSix Months Ended June 30, 2021 Compared to the Six Months ended June 30, 2020

Revenue for the six months ended June 30, 2021 totaled $6,104, compared to revenue of $11,566 during the six months ended June 30, 2020 representing a decrease of 47.2%. We anticipate that revenues will begin to increase with the licensing of new high-quality areas for production in future periods.

Cost of goods sold for the six months ended June 30, 2021 totaled $47,094, as compared to cost of goods sold of $59,897 during the six months ended June 30, 2020 representing a decrease of 21.4%. Cost of goods sold is primarily comprised of labor, fuel, and repairs and maintenance on our mining equipment. The decrease is explained by reduced production activities and mining costs partially attributable to the Company’s exploratory efforts and the risks and uncertainties surrounding COVID-19.

Gross loss for the six months ended June 30, 2021 totaled $40,990, compared to gross loss of $48,331 during the six months ended June 30, 2020 representing a decrease of 15.2%.

Operating expenses for the six months ended June 30, 2021 totaled $1,852,836, compared to operating expenses of $554,103 during the six months ended June 30, 2020 representing an increase of 234.4%. The increase was mostly due to general and administrative expenses related to public company costs and increased financing efforts, and stock-based compensation from issuances of stock options to officers and directors.

Other expenses for the six months ended June 30, 2021 totaled $387,674, compared to other expenses of $405,172 during the six months ended June 30, 2020 representing a decrease of 4.3%. The Company realized a decrease in interest expense on promissory notes due to reduced debt levels during the period ended June 30, 2021. Additionally, the Company recorded a $224,812 loss on the extinguishment of debt related to common stock purchase warrants issued in a settlement with a noteholder during the six months ended June 30, 2021, as compared to a $76,178 loss due to a fair market value adjustment provision included in a share exchange agreement with a related party during the six months ended June 30, 2020.

As a result, we incurred a net loss attributable to our stockholders of $1,542,696, or $0.00 per share, for the six months ended June 30, 2021, compared to a net loss attributable to our stockholders of $838,288, or $0.00 per share, during the six months ended June 30, 2020.

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Liquidityand Capital Resources

As of June 30, 2021, we had cash and cash equivalents of $62,088 and a working capital deficit of $1,665,200.

Net cash used in operating activities totaled $98,400 for the six months ended June 30, 2021, compared to net cash used of $460,751 during the six months ended June 30, 2020 representing a decrease in cash used of $362,351 or 78.6%. Net cash used in investing activities totaled $957,758 for the six months ended June 30, 2021, compared to net cash used of $13,138 during the six months ended June 30, 2020 representing an increase in cash used of $944,620 or 7,190.0%. Net cash provided by financing activities totaled $873,812 for the six months ended June 30, 2021, compared to $605,510 during the six months ended June 30, 2020 representing an increase in cash provided of $268,302 or 44.3%.

We have limited working capital, have historically incurred net operating losses, and have not yet received material revenues from the sale of products or services. These factors create substantial doubt about our ability to continue as a going concern.

Our primary sources of liquidity have been derived through proceeds from the (i) issuance of debt and (ii) sales of our equity and the equity of one of our subsidiaries. Our ability to continue as a going concern is dependent upon our capability to generate cash flows from operations and successfully raise new capital through debt issuances and sales of our equity. We believe that we will be successful in the execution of our initiatives, but there can be no assurance. We have no plans for any significant cash acquisitions in the foreseeable future.

---

CurrencyRisk

We operate primarily in Brazil which exposes us to currency risks. Our 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 it receiving either more or less in local currency than the local currency equivalent at the time of the original activity.

Our condensed consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. Our 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; 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.

Off-BalanceSheet Arrangements

We currently have no off-balance sheet arrangements.

CriticalAccounting Policies and Estimates

Our financial instruments consist of cash and cash equivalents, loans to a related party, accrued expenses, and an amount due to a director. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in our financial statements. If our estimate of the fair value is incorrect at June 30, 2021, it could negatively affect our financial position and liquidity and could result in our having understated our net loss.

---

RecentAccounting Pronouncements

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

Item3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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Item4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the design, operation, and effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of June 30, 2021. On the basis of that evaluation, management concluded that our disclosure controls and procedures designed to provide reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure were effective.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred in the second quarter of 2021 that materially affected, or would be reasonably likely to materially affect, our internal control over financial reporting.

(c) Limitations of the Effectiveness of Internal Controls

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

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PART

II OTHER INFORMATION

Item1. LEGAL PROCEEDINGS

---

None material.

Item1A. RISK FACTORS

There have been no material changes in the risk factors applicable to us from those identified in the Annual Report on Form 10-K for the period ended December 31, 2020 filed with the Securities and Exchange Commission on March 31, 2021.

Item2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended June 30, 2021, we received an aggregate of $75,000 in gross proceeds from the exercise of cash warrants and sale of our common stock to one institutional investor.

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

Item3. DEFAULTS UPON SENIOR SECURITIES

None

Item4. MINE SAFETY DISCLOSURES

---

None

Item5. OTHER INFORMATION

None

Item6. EXHIBITS

(a) Exhibits

Exhibit<br><br> <br>Number	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline<br> XBRL Instance Document
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded<br>within the Inline XBRL document)

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| --- |

SIGNATURES

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

SIGNATURES

Pursuant 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.

	BRAZIL<br> MINERALS, INC.
	By:	/s/ Marc Fogassa
		Marc<br> Fogassa
Date:<br> August 20, 2021		Chief<br> Executive Officer

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Exhibit31.1

---

CERTIFICATION

I, Marc Fogassa, Chief Executive Officer of Brazil Minerals, Inc. (the "registrant"), certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q of the registrant for the quarter ended June 30, 2021;
2.	Based<br> on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact<br> necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this quarterly report;
---	---
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all<br> material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented<br> in this quarterly report;
---	---
4.	I<br> am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e)<br> and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f))<br> for the registrant and have:
---	---
a.	designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this quarterly report is prepared;
---	---
b.	designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
---	---
c.	evaluated<br> the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about<br> the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on<br> such evaluation; and
---	---
d.	disclosed<br> in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's<br> most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control<br> over financial reporting; and
---	---
5.	I<br> have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors<br> and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
---	---	---	---
		a.	all<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
		b.	any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal<br> control over financial reporting.

Date:  August 20, 2021

/s/ Marc<br> Fogassa
Marc<br> Fogassa
Chief Executive Officer
(principal executive officer)

Exhibit 31.2

---

CERTIFICATION

I, Marc Fogassa, Chief Financial Officer of Brazil Minerals, Inc. (the "registrant"), certify that:

1.	I have<br> reviewed this quarterly report on Form 10-Q of the registrant for the quarter ended June 30, 2021;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
---	---
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
---	---
a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is prepared;
---	---
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and
d.	disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	I have disclosed, based on my most recent evaluation<br> of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors<br> (or persons performing the equivalent functions):
---	---	---	---
		a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
		b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  August 20, 2021

/s/ Marc Fogassa
Marc Fogassa
Chief Financial Officer
(principal financial officer and accounting officer)

Exhibit 32.1

Certification of Chief Executive Officerand Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002

I, Marc Fogassa, certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Brazil Minerals, Inc. for the quarter ended June 30, 2021 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 20, 2021	By:	/s/ Marc Fogassa
		Marc Fogassa
		Chief Executive Officer<br><br> <br>and Chief Financial Officer
		(principal executive officer<br><br> <br>and principal accounting and financial officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.