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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Brazil Minerals Inc (QB) | USOTC:BMIX | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0118 | 0.0108 | 0.0118 | 0.00 | 01:00:00 |
☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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Nevada
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39-2078861
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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Accelerated filer
☐
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Emerging growth company
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Page
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PART I FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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Consolidated Balance Sheets as of March 31, 2017 (Unaudited) and December 31, 2016
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F-1
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Consolidated Statements of Operations for the Three Months Ended March 31, 2017 and 2016 (Unaudited)
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F-2
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Consolidated Statements of Cash Flows the Three Months Ended March 31, 2017 and 2016 (Unaudited)
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F-3 |
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Notes to the Consolidated Financial Statements (Unaudited)
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F-4
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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2
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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4 |
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Item 4.
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Controls and Procedures.
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4 |
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PART II OTHER INFORMATION
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Item 6.
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Exhibits
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6 |
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Signatures
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7 | |
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Exhibits/Certifications
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March 31,
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December 31,
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|||||||
2017
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2016
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|||||||
ASSETS
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||||||||
Current assets:
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||||||||
Cash and cash equivalents
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$
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50,973
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$
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7,139
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||||
Accounts receivable
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-
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-
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||||||
Taxes recoverable
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29,073
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28,264
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||||||
Prepaid expenses
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8,119
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7,258
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||||||
Inventory
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81,251
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78,911
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||||||
Deposits and advances
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-
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-
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||||||
Related party receivables
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-
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-
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||||||
Total current assets
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169,416
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121,572
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||||||
Capital assets:
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||||||||
Property and equipment, net
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416,617
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421,927
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||||||
Other assets:
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||||||||
Intangible assets, net
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648,067
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630,089
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||||||
Total assets
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$
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1,234,100
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$
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1,173,588
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
Current liabilities:
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||||||||
Accounts payable and accrued expenses
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$
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348,117
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$
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333,415
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||||
Convertible notes payable, net of debt discounts totaling $184,214 and $137,113, respectively
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392,679
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349,030
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||||||
Derivative liabilities
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-
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-
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||||||
Related party payable
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386,662
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310,259
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||||||
Total current liabilities
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1,127,458
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992,704
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||||||
Long term liabilities:
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||||||||
Convertible notes payable -- noncurrent, net of debt discounts
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-
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-
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||||||
Other noncurrent liabilities
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196,870
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191,391
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Total liabilities
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1,324,328
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1,184,095
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||||||
Stockholders' deficit:
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||||||||
Series A preferred stock, $0.001 par value. 10,000,000 shares authorized; 1 share issued and outstanding
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1
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1
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||||||
Series B preferred stock, $0.001 par value. 10,000,000 shares authorized; zero shares issued and outstanding
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-
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-
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Series C preferred stock, $0.001 par value. 10,000,000 shares authorized; zero shares issued and outstanding
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-
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-
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Common stock, $0.001 par value. 100,000,000 and 30,000,000 shares authorized, respectively;
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||||||||
69,681,987 and 64,752,286 shares issued and outstanding as of March 31, 2017 and
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December 31, 2016, respectively
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69,682
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64,752
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||||||
Additional paid-in capital
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44,836,133
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44,690,704
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Accumulated other comprehensive loss
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(451,880
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)
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(489,516
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)
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Stock purchase warrants
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218,656
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218,656
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Accumulated deficit
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(46,093,003
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)
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(45,823,698
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)
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Total Brazil Minerals, Inc. stockholders' deficit
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(1,420,411
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)
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(1,339,101
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)
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Non-controlling interest
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1,330,183
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1,328,594
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Total stockholders' deficit
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(90,228
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)
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(10,507
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)
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Total liabilities and stockholders' deficit
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$
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1,234,100
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$
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1,173,588
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Three Months Ended March 31,
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||||||||
2017
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2016
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Revenue
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$
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3,396
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$
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2,556
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Cost of revenue
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33,195
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40,709
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Gross margin
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(29,799
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)
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(38,153
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)
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Operating expenses:
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Professional fees
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9,793
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38,932
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General and administrative
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60,501
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99,575
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Compensation and related costs
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83,639
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43,849
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Stock based compensation
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-
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22,500
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Total operating expenses
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153,933
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204,856
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Loss from operations
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(183,732
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)
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(243,009
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)
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Other expense (income):
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(Gain) loss on derivative liabilities
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-
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(81,994
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)
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Interest on promissory notes
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24,339
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18,581
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Amortization of debt discounts and other fees
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66,311
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117,742
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Extinguishment of debt
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-
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-
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Other expense (income)
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-
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-
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Total other expense (income)
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90,650
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54,329
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||||||
Loss before provision for income taxes
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(274,382
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)
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(297,338
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)
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Provision for income taxes
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-
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6,730
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Net loss
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(274,382
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)
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(290,608
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)
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Loss attributable to non-controlling interest
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(5,077
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)
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-
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Net loss attributable to Brazil Minerals, Inc. stockholders
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$
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(269,305
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)
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$
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(290,608
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)
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Basic and diluted loss per share
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Net loss per share attributable to Brazil Minerals, Inc. common stockholders
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$
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(0.01
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)
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$
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(0.02
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)
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Weighted-average number of common shares outstanding:
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||||||||
Basic and diluted
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45,795,240
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15,689,262
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Comprehensive loss:
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Net loss
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$
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(274,382
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)
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$
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(290,608
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)
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Foreign currency translation adjustment
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37,636
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(313,357
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)
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Comprehensive loss
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(236,746
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)
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(603,965
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)
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Comprehensive loss attributable to noncontrolling interests
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(5,077
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)
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-
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Comprehensive loss attributable to Brazil Minerals, Inc. stockholders
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$
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(231,669
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)
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$
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(603,965
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)
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Three Months Ended March 31,
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||||||||
2017
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2016
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Cash flows from operating activities of continuing operations:
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Net loss
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$
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(312,968
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)
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$
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(290,608
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)
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Adjustments to reconcile net loss to cash used in operating activities:
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||||||||
Non-controlling interest
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-
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11,945
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Stock based compensation and services
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-
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22,500
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Forgiveness of related party receivable
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-
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-
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Unrealized (gain) loss from change in derivative liabilities
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-
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(81,994
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)
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Amortization of debt discounts
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63,149
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79,958
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Amortization of deferred financing costs
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3,162
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-
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||||||
Excess fair market value of common stock issued in satisfaction of related party liabilities
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-
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37,784
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Additional expense related to exchange of Series C for customer deposits and derivative liability
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-
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-
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Gain on exchange of preferred shares for common stock to noncontrolling interests of subsidiary company
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-
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-
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Loss on extinguishment of debt
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-
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-
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Depreciation and amortization
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23,393
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16,989
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||||||
Provision for doubtful accounts
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-
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-
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Provision for excess or obsolete inventory
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-
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-
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||||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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2,759
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1,464
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||||||
Taxes recoverable
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-
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(25,211
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)
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Prepaid expenses
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(4,014
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)
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-
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|||||
Inventory
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38,510
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3,144
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||||||
Deposits and advances
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-
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(1,106
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)
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Accounts payable and accrued expenses
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10,811
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40,028
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||||||
Accrued salary due to officer
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-
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21,917
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Other noncurrent liabilities
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-
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-
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Customer deposits
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-
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-
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Net cash provided by (used in) operating activities
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(175,198
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)
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(163,190
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)
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Cash flows from investing activities:
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||||||||
Acquisition of capital assets
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(6,762
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)
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-
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Advances to related parties
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-
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-
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Purchase of non-controlling interest
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-
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-
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Investment accounted for by the equity method
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-
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-
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Increase in intangible assets
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-
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-
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Net cash provided by (used in) investing activities
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(6,762
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)
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-
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|||||
Cash flows from financing activities:
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||||||||
Loan from officer
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75,425
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4,240
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||||||
Net proceeds from sale of common stock
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19,334
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118,000
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||||||
Payments of notes payable
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-
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-
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Proceeds from sale of preferred stock
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-
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-
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||||||
Proceeds from sale of subsidiary common stock to noncontrolling interests
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6,666
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-
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||||||
Proceeds from convertible notes payable
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110,250
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-
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||||||
Repayment of convertible notes payable
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-
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-
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||||||
Net cash provided by (used in) financing activities
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211,675
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122,240
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||||||
Effect of exchange rates on cash and cash equivalents
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14,990
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(19,717
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)
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Net increase (decrease) in cash and cash equivalents
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44,705
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(60,667
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)
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Cash and cash equivalents at beginning of period
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6,268
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64,364
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||||||
Cash and cash equivalents at end of period
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$
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50,973
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$
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3,697
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Supplemental disclosure of cash flow information:
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||||||||
Cash paid for interest
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$
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-
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$
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-
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Cash paid for income taxes
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$
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-
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$
|
-
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Supplemental disclosure of non-cash investing and financing activities:
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||||||||
Acquisition of capital assets with taxes receivable
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$
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-
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$
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-
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Purchase of equipment with note and customer deposits
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$
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-
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$
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-
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Purchase of equipment offset by related party receivable
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$
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-
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$
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-
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Note issued in connection with RST acquisition
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$
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-
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$
|
-
|
||||
Increase in non-controlling interest of RST
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$
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-
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$
|
-
|
||||
Share issued in connection with conversion of debt and accrued interest
|
$
|
20,775
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$
|
24,801
|
||||
Value of stock options and beneficial conversion features recorded with notes payable
|
$
|
-
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$
|
-
|
||||
Discounts on notes payable related to fair market value of derivative liability
|
$
|
-
|
$
|
-
|
||||
Conversion of notes payable into preferred stock
|
$
|
-
|
$
|
-
|
||||
Conversion of notes payable and accrued interest into subsidiary common stock
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$
|
-
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$
|
-
|
||||
Conversion of Series B preferred stock into common stock
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$
|
-
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$
|
-
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Conversion of Series B preferred stock into common stock of subsidiary company
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$
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-
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$
|
-
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||||
Deferred financing costs accrued in relation to the issuance of debt
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$
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5,250
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$
|
-
|
||||
Discount for beneficial conversion features on convertible notes
|
$
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110,250
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$
|
57,507
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||||
Dividends payable to Series B preferred shareholders
|
$
|
-
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$
|
24,500
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||||
Exchange of common stock into Series C preferred stock
|
$
|
-
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$
|
-
|
||||
Removal of investment through return of common stock
|
$
|
-
|
$
|
-
|
||||
Removal of derivative liability and customer deposits with Series B preferred stock
|
$
|
-
|
$
|
-
|
|
As of
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As of
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||||||
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March 31, 2017
|
December 31, 2016
|
||||||
Accounts payable and other accruals
|
$
|
154,614
|
$
|
162,976
|
||||
Accrued interest
|
193,503
|
170,439
|
||||||
Total
|
$
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348,117
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$
|
333,415
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a)
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10 mineral rights that are mining concessions, the highest level of mineral right in Brazil ("Concessão de Lavra");
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b)
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8 mineral rights that have status just below mining concession ("Requerimento de Lavra"), which allows us to apply for both an upgrade to mining concession and to conduct limited commercial mining;
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c)
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8 mineral rights in the research permit phase ("Autorização de Resquisa"); and
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d)
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12 mineral rights in the phase of application for research permit ("Requerimento de Pesquisa").
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(1) |
100% of BMIX Participações Ltda ("BMIXP");
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(2) |
100% of Mineração Duas Barras Ltda ("MDB");
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(3) |
50% of RST Recursos Minerais Ltda. ("RST");
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(4) |
100% of Hercules Resources Corporation ("HRC");
|
(4) |
100% of Hercules Brasil Ltda. ("HBR");
|
(5) |
58% of Jupiter Gold Corporation ("JGC").
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(a) | Exhibits |
Exhibit | ||
Number | Description | |
10.1
|
Form of Stock Purchase Agreement with certain investors, including Annex A, showing dates of Agreement,
name of investor, purchase amount, number of shares of common stock purchased and purchase price per share.
|
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31.1
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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
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
BRAZIL MINERALS, INC.
|
|
|
|
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Date: June 19, 2017
|
By:
|
/s/ Marc Fogassa
|
|
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|
Marc Fogassa
|
|
|
|
Chief Executive Officer
|
|
1 Year Brazil Minerals (QB) Chart |
1 Month Brazil Minerals (QB) Chart |
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