x | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Nevada | | 39-2078861 |
(State or other jurisdiction of | | (IRS Employer |
incorporation or organization) | | Identification No.)1 |
Large accelerated filer ¨ | Accelerated filer ¨ |
| |
Non-accelerated filer ¨ | Smaller reporting company x |
Do not check if a smaller reporting company | |
| | | Page |
PART I FINANCIAL INFORMATION | | | |
| | | |
Item 1. | Financial Statements. | | F-1 |
| | | |
| Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012 (Unaudited) | | F-1 |
| | | |
| Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012 (Unaudited) | | F-2 |
| | | |
| Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (Unaudited) | | F-3 |
| | | |
| Notes to the Consolidated Financial Statements (Unaudited) | | F-4 |
| | | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | | 3 |
| | | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | | 6 |
| | | |
Item 4. | Controls and Procedures. | | 6 |
| | | |
PART II OTHER INFORMATION | | | |
| | | |
Item 6. | Exhibits | | 7 |
| | | |
Signatures | | 8 | |
| | | |
Exhibits/Certifications | | |
| | September 30, | | December | | ||
| | 2013 | | 31, 2012 | | ||
ASSETS | | | | | | | |
Current Assets | | | | | | | |
Cash and cash equivalents | | $ | 321,458 | | $ | 863,189 | |
Inventory | | | 591,885 | | | - | |
Accounts receivable - Brazil Mining, Inc. | | | 16,864 | | | - | |
Total Current Assets | | | 930,207 | | | 863,189 | |
| | | | | | | |
Capital Assets | | | | | | | |
Plant & Equipment | | | 472,105 | | | - | |
| | | | | | | |
Other Assets | | | | | | | |
Deferred financing costs | | | 10,000 | | | | |
Advances | | | 182,714 | | | - | |
Intangible assets | | | 928,814 | | | - | |
Loan receivable-related party | | | - | | | 800,000 | |
| | | | | | | |
Total Assets | | $ | 2,523,840 | | $ | 1,663,189 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | |
Liabilities | | | | | | | |
Current Liabilities | | | | | | | |
Accrued expenses and accounts payable | | $ | 99,973 | | $ | 67,362 | |
Convertible notes payable, net of debt discount of $15,567 | | | 84,433 | | | - | |
Loan from Director | | | - | | | 100 | |
Total Liabilities | | | 184,406 | | | 67,462 | |
| | | | | | | |
Stockholders’ Equity | | | | | | | |
Series A Preferred Stock, $0.001 par value, 10,000,000 shares authorized; 1 share issued and outstanding | | | - | | | - | |
Common stock, $0.001 par value, 150,000,000 shares authorized; 70,983,463 shares issued and outstanding (December 31, 2012- 69,963,463) | | | 70,983 | | | 69,963 | |
Additional paid-in-capital | | | 39,022,954 | | | 37,370,516 | |
Stock Warrants | | | 133,332 | | | 117,765 | |
Unrealized foreign exchange | | | 28,947 | | | - | |
Non-controlling interest | | | 545,041 | | | - | |
Deficit accumulated during the development stage | | | (37,461,823) | | | (35,962,517) | |
Total Stockholders’ Equity | | | 2,339,434 | | | 1,595,727 | |
| | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 2,523,840 | | $ | 1,663,189 | |
| | | | | | | | | | | For the nine | | |
| | For the three | | For the three | | For the nine | | months | | ||||
| | months ended | | months ended | | months ended | | ended | | ||||
| | September 30, | | September 30, | | September | | September | | ||||
| | 2013 | | 2012 | | 30, 2013 | | 30, 2012 | | ||||
| | | | | | | | | | | | | |
GROSS REVENUES | | $ | 266,070 | | $ | - | | $ | 417,986 | | $ | - | |
Less: Mining tax on gross revenues | | | 865 | | | - | | | 1,399 | | | - | |
NET REVENUES | | | 265,205 | | | - | | | 416,587 | | | - | |
| | | | | | | | | | | | | |
COST OF GOODS SOLD | | | 139,162 | | | - | | | 222,083 | | | - | |
GROSS PROFIT | | | 126,043 | | | - | | | 194,504 | | | - | |
| | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | | |
Professional fees | | | 37,968 | | | - | | | 101,647 | | | - | |
General and administrative expenses | | | 94,484 | | | - | | | 194,177 | | | - | |
Compensation and related costs | | | 57,212 | | | - | | | 253,249 | | | - | |
Exploration costs | | | 23,470 | | | | | | 62,591 | | | | |
Depreciation | | | 108 | | | - | | | 324 | | | - | |
TOTAL OPERATING EXPENSES | | | 213,242 | | | - | | | 611,988 | | | - | |
| | | | | | | | | | | | | |
LOSS FROM CONTINUING OPERATIONS | | | (87,199) | | | - | | | (417,484) | | | - | |
OTHER EXPENSE | | | - | | | | | | - | | | | |
Stock based compensation | | | 8,250 | | | - | | | 1,017,650 | | | - | |
LOSS FROM CONTINUING OPERATIONS | | | (95,449) | | | | | | (1,435,134) | | | | |
LOSS FROM DISCONTINUED OPERATIONS | | | - | | | (15,883) | | | - | | | (17,223) | |
| | | | | | | | | | | | | |
LOSS BEFORE NON-CONTROLLING INTEREST | | | (95,449) | | | (15,883) | | | (1,435,134) | | | (17,223) | |
| | | | | | | | | | | | | |
NON-CONTROLLING INTEREST | | | (29,417) | | | - | | | (54,813) | | | - | |
LOSS BEFORE PROVISION FOR INCOME TAXES | | | (124,866) | | | (15,883) | | | (1,489,947) | | | (17,223) | |
| | | | | | | | | | | | | |
PROVISION FOR CORPORATE INCOME TAXES | | | (6,038) | | | - | | | (9,359) | | | - | |
| | | | | | | | | | | | | |
NET LOSS | | $ | (130,904) | | $ | (15,883) | | $ | (1,499,306) | | $ | (17,223) | |
| | | | | | | | | | | | | |
NET LOSS PER SHARE: BASIC AND DILUTED | | $ | (0.00) | | $ | (0.00) | | $ | (0.02) | | $ | (0.00) | |
| | | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | | | 70,983,434 | | | 3,880,000 | | | 70,971,888 | | | 3,880,000 | |
| | For the nine | | For the nine | | ||
| | months ended | | months ended | | ||
| | September 30, | | September 30, | | ||
| | 2013 | | 2012 | | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | |
Net loss from continuing operations | | $ | (1,499,306) | | $ | - | |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | | | | | | | |
Non-controlling interest in income of subsidiary | | | 54,813 | | | - | |
Stock issued for services | | | 2,750 | | | | |
Stock based compensation | | | 1,017,650 | | | - | |
Depreciation | | | 324 | | | - | |
Change in assets and liabilities: | | | | | | | |
Increase in accounts receivable from Brazil Mining, Inc. | | | (16,864) | | | - | |
Increase in inventory | | | (106,301) | | | - | |
Increase (decrease) in accrued expenses and accounts payable | | | 3,181 | | | - | |
Net Cash Provided (Used) by Continuing Operating Activities | | | (543,753) | | | - | |
| | | | | | | |
Net Cash Used in Discontinued Operations | | | - | | | (25,473) | |
Net Cash Provided (Used) in Operating Activities | | | (543,753) | | | (25,473) | |
| | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | |
Acquisition of capital asset | | | (46,903) | | | - | |
Advances | | | (182,714) | | | | |
Net Cash Used in Investing Activities | | | (229,617) | | | - | |
| | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | |
Loans from officers | | | (100) | | | 6,225 | |
Cash acquired on acquisition of subsidiary | | | 59,433 | | | | |
Unrealized foreign exchange | | | 28,947 | | | | |
Capital contributions received | | | 53,359 | | | | |
Deferred financing costs | | | (10,000) | | | | |
Proceeds from note payable | | | 100,000 | | | | |
Net Cash Provided by Continuing Financing Activities | | | 231,639 | | | 6,225 | |
Net Cash Provided by Discontinued Financing Activities | | | - | | | | |
Net Cash Provided by Financing Activities | | | 231,639 | | | 6,225 | |
| | | | | | | |
Net Increase in Cash and Cash Equivalents | | | (541,731) | | | (19,248) | |
| | | | | | | |
Cash and equivalents, beginning of period | | | 863,189 | | | 21,448 | |
| | | | | | | |
Cash and equivalents, end of period | | $ | 321,458 | | $ | 2,200 | |
| | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | | |
Cash paid for interest | | $ | 0 | | $ | 0 | |
Cash paid for income taxes | | $ | 0 | | $ | 0 | |
| | | | | | | |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION: | | | | | | | |
Loan receivable converted to interest in mineral property rights | | $ | 800,000 | | $ | 0 | |
Shares issued for exploration rights and mineral property option | | $ | 580,000 | | $ | 0 | |
Shares issued for services | | $ | 2,750 | | $ | 0 | |
Stock options issued as compensation | | $ | 1,017,650 | | $ | 0 | |
| | September | | December | | ||
| | 30, 2013 | | 31, 2012 | | ||
Audit and accounting fees | | $ | 4,200 | | $ | 13,250 | |
Accrued legal fees | | | 20,000 | | | 0 | |
Officer compensation | | | - | | | 50,000 | |
Deferred financing costs | | | 10,000 | | | | |
Wages and payroll taxes | | | - | | | 4,112 | |
Trade payables | | | 65,773 | | | - | |
| | | | | | | |
Total Accrued Expenses | | $ | 99,973 | | $ | 67,362 | |
| | Employee | | |
| | Stock | | |
| | Options | | |
Stock Price | | $ | 0.57-0.60 | |
Exercise Price | | $ | 0.57-0.58 | |
Expected volatility | | | 81.55 | % |
Risk-free rate | | | 0.71 | % |
Expected term | | | 5 years | |
Cash | | $ | 59,433 | |
Inventory | | | 452,696 | |
Equipment | | | 442,778 | |
Intangible | | | 163,918 | |
Liabilities assumed | | | (29,429) | |
| | | | |
Net assets | | $ | 1,089,396 | |
| | September | | September | | ||
| | 30, 2013 | | 30, 2012 | | ||
Federal income tax benefit attributable to: | | | | | | | |
Current Operations | | $ | 506,580 | | $ | 7,460 | |
Less: valuation allowance | | | (506,580) | | | (7,460) | |
Income tax liability of subsidiary | | | 9,359 | | | 0 | |
Net provision for Federal income taxes | | $ | 9,359 | | $ | 0 | |
| | September | | December | | ||
| | 30, 2013 | | 31, 2012 | | ||
Deferred tax asset attributable to: | | | | | | | |
Net operating loss carryover | | $ | 567,000 | | $ | 1,602 | |
Less: valuation allowance | | | (567,000) | | | (1,602) | |
Net deferred tax asset | | $ | 0 | | $ | 0 | |
| | | | | | | | For the | | |
| | | | | | | | Period from | | |
| | For the nine | | For the nine | | December | | |||
| | Months | | Months | | 15, 2011 | | |||
| | ended | | ended | | (Inception) to | | |||
| | September | | September | | September | | |||
| | 30, 2013 | | 30, 2012 | | 30, 2013 | | |||
Revenue from discontinued operations | | $ | 0 | | $ | 0 | | $ | 0 | |
Net loss from discontinued operations | | | 0 | | | (6,052) | | | (26,520) | |
Net loss per share attributable to discontinued operations | | $ | (0.00) | | $ | (0.00) | | $ | (0.00) | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS | XBRL Instance Document |
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101.SCH | XBRL Taxonomy Extension Schema Document |
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101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| BRAZIL MINERALS, INC. | |
| | |
Date: October 23, 2013 | By: | /s/ Marc Fogassa |
| | Marc Fogassa |
| | Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of the registrant for the quarter ended September 30, 2013; |
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 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(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 of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (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. |
/s/ Marc Fogassa | |
Marc Fogassa | |
President and Chief Executive Officer | |
(principal executive officer) | |
1. | I have reviewed this quarterly report on Form 10-Q of the registrant for the quarter ended September 30, 2013; |
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 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(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 of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (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. |
/s/ Marc Fogassa | |
Marc Fogassa | |
Chief Financial Officer | |
(principal financial officer and accounting officer) | |
Date: October 23, 2013 | By: | /s/ Marc Fogassa |
| | Marc Fogassa |
| | Chief Executive Officer |
| | and Chief Financial Officer |
| | (principal executive officer |
| | and principal accounting and |
| | financial officer) |
RELATED PARTY TRANSACTIONS
|
9 Months Ended | |
---|---|---|
Sep. 30, 2013
|
||
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | NOTE 12 RELATED PARTY TRANSACTIONS On January 18, 2012, the Company issued 99,999,000 shares of its common stock for total proceeds of $3,000. On December 18, 2012, these shares were returned for voluntary cancellation. During the period ended December 31, 2012, a former director loaned $6,169 to the Company to pay for business expenses. The loan was non-interest bearing, due upon demand and unsecured. The loan was forgiven on December 19, 2012 and the balance has been recorded as an increase in additional paid-in capital. On December 19, 2012, a director loaned $100 to the Company to facilitate a bank account opening. During the period ended September 30, 2012, a director loaned $80 to the Company to facilitate a bank account opening. These loans are non-interest bearing, due upon demand and unsecured. The loan was repaid in full during the period ended September 30, 2013. Pursuant to the issuance of shares in the private placement, the Company incurred costs related to the share issuance of $3,218,171. Of this, $253,500 was paid in cash and the balance of $2,964,771 was paid through the issuance of shares and warrants with a deemed value of $2,847,005 and $117,765, respectively. Accrued compensation owing to a director of the Company in the amount of $50,000 is included in accrued expenses as at December 31, 2012. Included in accounts receivable is $5,763 due from Brazil Mining, for the Company’s share of diamond production revenues for the period ended September 30, 2013. In addition, the Company advanced $11, 401 to Brazil Mining, as overpayment of expenses paid by Brazil Mining on behalf of the Company. In December 2012 the Company loaned $800,000 to Brazil Mining. The loan was non-interest bearing and had no specified terms of repayment and was an advance related to Brazil Mining’s acquisition of an equity interest in Duas Barras. On January 2, 2013, the Company exercised an option to acquire a 20% share of Brazil Mining’s share of the monthly diamond production at a property owned by Duas Barras in the state of Minas Gerais, Brazil and the loan was satisfied in full in connection with such option exercise. On April 30, 2013, the Company and Brazil Mining consummated an Exchange Agreement pursuant to which Brazil Mining sold to the BMIX Subsidiary the rights to all profits, losses and appreciation or depreciation and all other economic and voting interests of any kind in respect of the Equity Interest in Duas Barras in exchange for the issuance to Brazil Mining of 1,000,000 shares of the Company’s Common Stock. |
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