U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
(Amendment No. 1)
  
(Mark One)
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the quarterly period ended September 30, 2017
 
☐
TRANSITION 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
 
 
Brazil Minerals, Inc.
 
(Exact name of registrant as specified in its charter)
 
Nevada
 
39-2078861
(State or other jurisdiction of
 
(IRS Employer
incorporation or organization)
 
Identification No.)


Rua Vereador João Alves Praes, nº 95-A
Olhos D'Água, MG 39398-000, Brazil
(Address of principal executive offices)
 
(213) 590-2500
(Registrant's telephone number)
 
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 accelerated filer ☐
 
Accelerated filer ☐
Non-accelerated filer ☐ 
 
Smaller reporting company ☒
(Do not check if smaller reporting company)
  
Emerging 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.  ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes¨ Noþ
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
As of December 22, 2017 the registrant had 98,347,944 shares of common stock, par value $0.001 per share, issued and outstanding.
 
 
 
 
EXPLANATORY NOTE
 
Brazil Minerals, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-Q/A (this "Amendment") to amend its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, as originally filed with the Securities and Exchange Commission (the "SEC") on November 24, 2017 (the "Original Form 10-Q").  The purpose of this Amendment is to amend the Original Form 10-Q's XBRL exhibits to correct a technical problem. New certifications of the Chief Executive Officer and Chief Financial Officer are also being filed herewith.

Except for the amendments described above, this Amendment does not amend or otherwise update any other information in the Original Form 10-Q. This Amendment is not intended to, nor does it, reflect events occurring after the filing of the Original Form 10-Q, and does not modify or update the disclosures therein in any way other than as required to reflect the changes described above. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time the Original Form 10-Q was filed. Therefore, this Amendment should be read in conjunction with any documents incorporated by reference herein and the Company's other filings made with the SEC subsequent to the filing of the Original Form 10-Q.

 
 
 
 
 
 
 
 
 
PART II OTHER INFORMATION
 
Item 6.    EXHIBITS

(a)  Exhibits
 
   
   
   
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

 
 
 
 
 
 
 
 


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.

 
BRAZIL MINERALS, INC.
 
 
 
 
 
Date: December 22, 2017
By:
/s/ Marc Fogassa
 
 
 
Marc Fogassa
 
 
 
Chief Executive Officer