| ☑ | ANNUAL 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.) |

 
| Large accelerated filer   ̈ | Accelerated filer  ̈ | Non-accelerated filer   ̈ | Smaller reporting company  þ |
|-------------------------------------------|-------------------------------|-----------------------------------------|---------------------------------------------|
|                                      |                          | (Do not check if a smaller              |                                        |
|                                      |                          | reporting company)                      |                                        |

 

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

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|   |                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------|
| (b)    |    Exhibits                                                                                                        |
|   |                                                                                                                              |
|   |    The exhibits listed on the accompanying Exhibit Index are filed as part of this Amendment No. to the 2014 10-K. |

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|                 | BRAZIL MINERALS, INC. |
|----------------------|-----------------------|
|                 |                  |   |
|                 | By:                   | /s/ Marc Fogassa |
|                 |                  |    Marc Fogassa |
| Date: April 29, 2015 |                  |   Chief Executive Officer |
|                               Signature |  |                    Title |          Date |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|
|                                                                                                                                                                                     |  |                                                                                                               |                                                  |
| /s/ Marc Fogassa                                                                                                                                 |  | Chief Executive Officer                                                                                            | April 29, 2015                                        |
| Marc Fogassa                                                                                                                                                                             |  | and Director; Chief Financial                                                                                      |                                                  |
|                                                                                                                                                                                     |  | Officer and Chief Accounting Officer                                                                               |                                                  |
|                                                                                                                                                                                     |  |                                                                                                     |                                                  |
|                                                                                                                                                                                     |  |                                                                                                               |                                                  |
| /s/  Roger Noriega                                                                                                                                                                  |  | Director                                                                                                      | April 29, 2015                                        |
|        Roger Noriega                                                                                                                                  |  |                                                                                                               |                                                  |
|                                                                                                                                                                                     |  |                                                                                                               |                                                  |
| /s/ Paul Durand                                                                                                                                                                          |  | Director                                                                                                      | April 29, 2015                                        |
|       Paul Durand                                                                                                                                     |  |                                                                                                          |                                                  |
|                                                                                                                                                                                     |  |                                                                                                               |                                                  |
| /s/  Luis Mauricio Ferraiuoli de Azevedo                                                                                                                                            |  | Director                                                                                                      | April 29, 2015                                        |
|        Luis Mauricio Ferraiuoli de Azevedo                                                                                                            |  |                                                                                                               |                                                  |

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| Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                 |
|---------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number  |  | Description                                                                                                                                                                                                                                                                                                                                                                          |
|    |  |                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.1     |  | Exchange Agreement dated as of March 23, 2013 between the Company and Brazil Mining. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on March 28, 2013.                                                                                                                    |
| 3.1     |  | Articles of Incorporation of the Company filed with the Secretary of State of Nevada on December 15, 2011. Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by the Company on April 6, 2012 (the "S-1").                                                                                                                                     |
| 3.2     |  | Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 18, 2012. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on December 26, 2012 (the "December 2012 8-K").                                                               |
| 3.3     |  | Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012.  Incorporated by reference to Exhibit 3.2 to the December 2012 8-K.                                                                                                                                  |
| 3.4     |  | Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 24, 2012. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on January 28, 2013 (the "January 2013 8-K").                                                                 |
| 3.5     |  | Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on January 24, 2013. Incorporated by reference to Exhibit 3.2 to the January 2013 8-K.                                                                                                                                                             |
| 3.6     |  | Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on May 27, 2014. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on June 13, 2014.                                                                                                  |
| 3.7     |  | Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on January 13, 2015. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on January 20, 2015.                                                                                           |
| 3.8     |  | Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on March 18, 2015. Incorporated by reference to Exhibit 3.8 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the Commission on April 15, 2015 (the "2014 10-K").                                 |
| 3.9     |  | By-laws of the Company. Incorporated by reference to Exhibit 3.2 to the S-1.                                                                                                                                                                                                                                                                                                         |
| 4.1     |  | Senior Secured Convertible Promissory Note of the Company dated September 30, 2013 in the principal amount of $75,000 to the order of Heather U. Baines and Lloyd McAdams AB Living Trust dated 8/1/2001. Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the "2013 10-K/A-1"). |
| 4.2     |  | Senior Secured Convertible Promissory Note of the Company dated September 30, 2013 in the principal amount of $75,000 to the order of Heather U. Baines and Lloyd McAdams AB Living Trust dated 8/1/2001. Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the "2013 10-K/A-1"). |
| 4.3     |  | Stock Purchase Warrant to purchase 50,000 Shares of the Company's Common Stock Issued to Michael Dimeo on September 30, 2013. Incorporated by reference to Exhibit 4.3 to the 2013 10K/A-1.                                                                                                                                                                                          |
| 4.4     |  | Senior Secured Convertible Promissory Note of the Company dated January 8, 2014 in the principal amount of $244,000 to the order of Heather U. Baines and Lloyd McAdams AB Living Trust dated 8/1/2001. Incorporated by reference to Exhibit 4.4 to the 2013 10K/A-1.                                                                                                                |
| 4.5     |  | Convertible Promissory Note of the Company dated February 21, 2014 in the principal amount of $222,500 to the order of St George Investments, LLC. Incorporated by reference to Exhibit 4.5 to the 2013 10K/A-1.                                                                                                                                                                     |
| 4.6     |  | Option to Purchase 1,500,000 shares of the Company's Common Stock Issued to the Nazari & Associates International Group, Inc. Defined Benefit Pension Plan on March 4, 2014. Incorporated by reference to Exhibit 4.6 to the 2013 10K/A-1.                                                                                                                                       |

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| Exhibit |  |        |
|---------|--|-------------|
| Number  |  | Description |

|  4.7 |  | Option to Purchase 1,500,000 shares of the Company's Common Stock Issued to the Suter Family Trust u/t/a April 12, 2002, as amended and restated on March 4, 2014. Incorporated by reference to Exhibit 4.7 to the 2013 10K/A-1.                                                                              |
|-----------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.8       |  | Warrant to Purchase 488,000 Shares of the Company's Common Stock Issued to Una Hannah, LP on January 8, 2014. Incorporated by reference to Exhibit 4.8 to the 2013 10K/A-1.                                                                                                                                   |
| 4.9       |  | Convertible Promissory Note of the Company, dated August 14, 2014, in the principal amount of $222,500 to the order of St George Investments, LLC. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on August 20, 2014 (the "August 2014 8-K"). |
| 4.1       |  | 12% Convertible Note, dated November 3, 2014 in the principal amount of $50,000 from the Company to JSJ Investments Inc. Incorporated by reference to Exhibit 4.10 to the 2014 10-K.                                                                                                                          |
| 4.11      |  | 10% Convertible redeemable Note dated November 7, 2014 in the principal amount of $71,660 from the Company to LG Capital Funding, LLC. Incorporated by reference to Exhibit 4.11 to the 2014 10-K.                                                                                                            |
| 10.1      |  | Acquisition Agreement dated as of December 18, 2012 between the Company, Antaniuk and Brazil Mining. Incorporated by reference to Exhibit 10.1 to the December 2012 8-K.                                                                                                                                      |
| 10.2      |  | Assignment of Mineral Rights from Brazil Mining, Inc. to the Company, dated December 18, 2012. Incorporated by reference to Exhibit 10.2 to the December 2012 8-K.                                                                                                                                            |
| 10.3      |  | Option Agreement between the Company and Brazil Mining, Inc., dated December 18, 2012. Incorporated by reference to Exhibit 10.3 to the December 2012 8-K.                                                                                                                                                    |
| 10.4      |  | Contribution Agreement dated December 18, 2012 between the Company and Brazil Mining, Inc. Incorporated by reference to Exhibit 10.4 to the 2013 10K/A-1.                                                                                                                                                     |
| 10.5      |  | Employment Agreement between the Company and Marc Fogassa. Incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the "2012 10-K").                                                                                                         |
| 10.6      |  | 2013 Stock Incentive Plan. Incorporated by reference to Exhibit 10.7 to the 2012 10-K.                                                                                                                                                                                                                        |
| 10.7      |  | Securities Purchase Agreement dated as of February 21, 2014 between the Company and St George Investments LLC. Incorporated by reference to Exhibit 10.7 to the 2013 10K/A-1.                                                                                                                                 |
| 10.8      |  | Securities Purchase Agreement, dated as of August 14, 2014, between the Company and St. George Investments, LLC. Incorporated by reference to Exhibit 10.1 to the August 2014 8-K.                                                                                                                            |
| 10.9      |  | Stock Purchase Agreement dated as August 8, 2014 among the Company, Farris Kincaid, Craig Kincaid, Kenneth Kincaid and Ronald Kincaid. Incorporated by reference to Exhibit 10.9 to the 2014 10-K.                                                                                                            |
| 21.1      |  | Subsidiaries of the Company. Incorporated by reference to Exhibit 21.1 to the 2014 10-K.                                                                                                                                                                                                                      |
| 23.1      |  | Consent of BF Borgers CPA PC.*                                                                                                                                                                                                                                                                                |
| 31.1      |  | Certification of the Chief Executive Officer pursuant to Section 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                         |
| 31.2      |  | Certification of Chief Financial Officer pursuant to Section 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                             |
| 32.1      |  | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 135, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                            |
| 101       |  | Interactive Data files pursuant to Rule 405 of Regulation S-T. Incorporated by reference to Exhibit 101 to the 2014 10-K.                                                                                                                                                                                     |

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