0001140361-16-048418.txt : 20160122 0001140361-16-048418.hdr.sgml : 20160122 20160122103155 ACCESSION NUMBER: 0001140361-16-048418 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160122 DATE AS OF CHANGE: 20160122 GROUP MEMBERS: FIFE TRADING, INC. GROUP MEMBERS: JOHN M. FIFE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Brazil Minerals, Inc. CENTRAL INDEX KEY: 0001540684 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 392078861 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88312 FILM NUMBER: 161355190 BUSINESS ADDRESS: STREET 1: 155 NORTH LAKE AVENUE STREET 2: SUITE 800 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 213-590-2500 MAIL ADDRESS: STREET 1: 155 NORTH LAKE AVENUE STREET 2: SUITE 800 CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: Flux Technologies, Corp. DATE OF NAME CHANGE: 20120127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: St George Investments LLC CENTRAL INDEX KEY: 0001474389 IRS NUMBER: 261868357 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 303 EAST WACKER DRIVE SUITE 311 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312-297-7000 MAIL ADDRESS: STREET 1: 303 EAST WACKER DRIVE SUITE 311 CITY: CHICAGO STATE: IL ZIP: 60601 SC 13G/A 1 doc1.htm NONE Schedule 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
Brazil Minerals, Inc 
(Name of Issuer)
 
Common Stock, par value $.001 per share
(Title of Class of Securities)
 
105861108
(CUSIP Number)
 
Calendar Year 2016
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     o  Rule 13d-1(b)
 
     x  Rule 13d-1(c)
 
     o  Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No.  105861108      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 St George Investments LLC
26-1868357
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Utah
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 583,987,214*
   
6 SHARED VOTING POWER
  
 
   
7 SOLE DISPOSITIVE POWER
  
 583,987,214*
   
8 SHARED DISPOSITIVE POWER
  
 
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 583,987,214*
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 9.99*%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 OO
 

FOOTNOTES
  
 * Reporting Person St. George Investments LLC (“St. George”) has rights to convert a Promissory Note into shares of the Issuer’s common stock which, except for a contractual 9.99% cap on the amount of outstanding shares that St. George may own, would exceed the cap. Thus, the number of shares of the Issuer’s common stock beneficially owned by St. George as of the date of this filing was 583,987,214 shares, which is 9.99% of the Issuer's 5,845,717,860 shares outstanding on that date (as reported in the Issuer’s Form 10-Q filed November 16, 2015).
 
 
 
 
CUSIP No.  105861108      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Fife Trading, Inc.
36-4151891
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Illinois
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 583,987,214*
   
6 SHARED VOTING POWER
  
 
   
7 SOLE DISPOSITIVE POWER
  
 583,987,214*
   
8 SHARED DISPOSITIVE POWER
  
 
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 583,987,214*
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 9.99*%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 CO
 

FOOTNOTES
  
 * Reporting person Fife Trading, Inc. is the sole manager of reporting person St. George. St. George has rights to convert a Promissory Note into shares of the Issuer’s common stock which, except for a contractual 9.99% cap on the amount of outstanding shares that St. George may own, would exceed the cap. Thus, the number of shares of the Issuer’s common stock beneficially owned by St. George as of the date of this filing was 583,987,214 shares, which is 9.99% of the Issuer's 5,845,717,860 shares outstanding on that date (as reported in the Issuer’s Form 10-Q filed November 16, 2015).
 
 
 
 
CUSIP No.  105861108      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 John M. Fife
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 United States of America
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 583,987,214*
   
6 SHARED VOTING POWER
  
 
   
7 SOLE DISPOSITIVE POWER
  
 583,987,214*
   
8 SHARED DISPOSITIVE POWER
  
 
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 583,987,214*
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 9.99*%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IN
 

FOOTNOTES
  
 * Reporting person John M. Fife is the sole member of reporting person St. George and the president and sole shareholder of Fife Trading, Inc. St. George has rights to convert a Promissory Note into shares of the Issuer’s common stock which, except for a contractual 9.99% cap on the amount of outstanding shares that St. George may own, would exceed the cap. Thus, the number of shares of the Issuer’s common stock beneficially owned by St. George as of the date of this filing was 583,987,214 shares, which is 9.99% of the Issuer's 5,845,717,860 shares outstanding on that date (as reported in the Issuer’s Form 10-Q filed November 16, 2015).
 
 
 
 
Item 1.

 
(a)
Name of Issuer
 
 
Brazil Minerals, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices
 
 
155 North Lake Avenue Suite 800
Pasadena, CA 91101

Item 2.

 
(a)
Name of Person Filing
 
 
This report is filed by St. George Investments, LLC, Fife Trading, Inc., and John M. Fife with respect to the shares of Common Stock, $0.001 par value per share, of the Issuer that are directly beneficially owned by St. George Investments, Inc. and indirectly beneficially owned by the other reporting and filing persons.

 
(b)
Address of Principal Business Office or, if none, Residence
 
 
The address of the principal business office of each reporting and filing person is:

303 East Wacker Drive, Suite 1040
Chicago, IL 60601

 
(c)
Citizenship
 
 
St. George Investments, LLC is a Utah limited liability company.
Fife Trading, Inc. is an Illinois corporation.
John M. Fife is a United States citizen.

 
(d)
Title of Class of Securities
 
 
Common Stock, par value $.001 per share

 
(e)
CUSIP Number
 
 
105861108

 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 
(k)
o
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: N/A

 
 
 
 
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned: 583,987,214

 
(b)
Percent of class: 9.99%

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 583,987,214

 
(ii)
Shared power to vote or to direct the vote: 0

 
(iii)
Sole power to dispose or to direct the disposition of: 583,987,214

 
(iv)
Shared power to dispose or to direct the disposition of: 0

Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
 
N/A
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
N/A
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
N/A
 
Item 8.
Identification and Classification of Members of the Group
 
N/A
 
Item 9.
Notice of Dissolution of Group
 
N/A
 
 
 
 
 
 
Item 10.
Certification
  
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 St. George Investments, LLC
 
    
Date: January 22, 2016
By:
/s/  John M Fife 
   Name: John M Fife 
   Title:  President 
    
 
 
 
 Fife Trading, Inc.
 
    
Date: January 22, 2016
By:
/s/  John M Fife 
   Name: John M Fife 
   Title:  President 
    
 
 
 
  
    
Date: January 22, 2016
By:
/s/  John M Fife 
   Name: John M Fife 
   
    
 
Footnotes:

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)