SecProbe.io

May 22 , 2014

Via E -mail
Mr. Marc Fogassa
Chief Executive Officer
Brazil Minerals, Inc.
324 South Beverly Drive, Suite 118
Beverly Hills, CA 90212

Re: Brazil Minerals, Inc.
 Registration Statement on Form 10
 Filed April 29, 2014
 File No. 000 -55191
 Form 10 -K for Fiscal Year Ended December 31, 2013
 Filed April 15, 2014
 File No. 333-180624

Dear Mr. Fogassa :

We have reviewed your filing and have the following comments.  In  some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us whe n you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the  information you provide in
response to these comments, we may have additional comments.

Registration Statement on Form 10 Filed April 29, 2014

General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please:
 Disclose that you are an emerging growth company;
 Describe how and when a company may lose emerging growth company status;

Mr. Marc Fogassa
Brazil Minerals, Inc.
May 22, 2014
Page 2

  Briefly describe the various exemptions that are available to you, such as exemptions
from Section 404 (b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b) of
the Securities Exchange Act of 1934; and
 State your election under Section 107(b) of the JOBS Act.  It appears from your Form
S-1 that you have elected to opt out of the extended transitio n period for complying
with new or revised accounting standards pursuant to Section 107(b).  Please clearly
disclose and include a statement that the election is irrevocable.

Item 10. Recent Sales of Unregistered Securities

2. Please advise us of the basis for issuing to the placement agent 85,411 shares of common
stock and five year warrants to purchase additional shares as partial compensation  for its
services in connection with the issuance and sale of 60,002 shares of common stock.

3. Please disclose the n ame of the person or identify the class of persons to whom the senior
secured convertible promissory note was issued on January 7, 2014.  Refer to Item 701(b)
of Regulation S -K.

4. For each transaction disclosed in this section, please disclose the exemption  relied upon
and briefly state the facts relied upon to make the exemption from registration available.
Refer to Item 701(d) of Regulation S -K.  Revise similar disclosure in the Form 10 -Q.

5. With respect to the January 7, 2014 transaction, it appears that the recipients of the senior
secured convertible promissory note in the principal amount of $244,000 are not the same
as the recipient of the warrants to purchase 488,000 shares.  Refer to Exhibits 4.4 and 4.8.
Please advise.

6. Please file the unsecured co nvertible promissory note in the principal amount of $63,000
as an exhibit.

Item 11. Description of Registrant’s Securities to be Registered

7. We note that the Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock filed as Exhibit 3.2 to the Form 8 -K filed on December 26,
2012 provides that “[f] or so long as Series A Preferred Stock is issued and outstanding,
the holders of Series A Preferred Stock shall vote together as a single class with the
holders of the Corpor ation’s Common Stock, … , with the holders of Series A Preferred
Stock being entitled to 51% of the total votes on all such matters regardless of the actual
number of shares of Series A Preferred Stock then outstanding, and the holders of
Common Stock … be ing entitled to their proportional share of the remaining 49% of the
total votes based on their respective voting power. ”  Please revise your disclosure in this
section to clarify that holders of common stock have just 49% of the voting power.  Refer
to Item 202(a) of Regulation S -K.  Please also revise the Form 10 -K for fiscal year ended
December 31, 2013 to include risk factor disclosure concerning the control exercised by

Mr. Marc Fogassa
Brazil Minerals, Inc.
May 22, 2014
Page 3

 Mr. Fogassa by virtue of his ownership of the only share of outstanding Series A
Preferred Stock.

Exhibits

8. Please reconcile the description set forth in the exhibit index with the agreement filed as
Exhibit 4.8.

9. We note that Exhibit s 4.2, 4.3, 4.4, 4.8, 10.4, and 10.7 are missing exhibits, schedules
and/or attachments.  Please file th e exhibits in their entirety.

Form 10 -K for Fiscal Year Ended December 31, 2013

General

10. Your filing gives the impression that your company is either preparing for mineral
production or is currently in mineral production.  Without a reserv e, as defined b y the
Guide 7(a) (1), your company must be in the exploration stag e, as defined by Guide
7(a)(4) (i).  As such, SEC’s Industry Guide 7 specifically requires that your filing describe
your business activities as exploration stage activities until your company  has reserves as
defined in the Industry Guide 7.
 Please revise your disclosure to ensure that investors understand the actual stage of
your mineral -related activity.  Please clearly state that your company is currently
engaged in mineral exploration activ ities and that you are in the exploration stage.
 Please remove all references in your filing of the terms development, production, or
mining operations, or any term that may imply mineral production, such as
operations.
 In particular, substitute the term m ineral exploration for mining operations.

There may be further comments concerning these points, pending your response.

Business, page 2

11. Please revise to describe the general development of your business and the business of
any predecessor since incorporation in 2011.  For example, please disclose the nature and
results of any material reclassification or merger of the company, the acquisit ion or
disposition of any material amount of assets otherwise than in the ordinary course of
business and any material changes in the mode of conducting business.  Refer to Item
101(h) of Regulation S -K.  In that regard, we note that your predecessor, Flux
Technologies, Corp., operated a three -dimensional computer animation business in
Poland.  Please disclose this and briefly describe how the company’s business changed
from three -dimensional computer animation to mining and selling diamonds and gold.

Mr. Marc Fogassa
Brazil Minerals, Inc.
May 22, 2014
Page 4

 12. Please provide a more detailed discussion of your business, as required by Item 101(h) of
Regulation S -K.  We may have additional comments once you have provided the more
specific disclosure required by this Item.

Optioning Titanium, Vanadium, and Iron Proper ty in the State of Piauí, page 5

13. We note you have reported the results of your geochemical sampling program as assay
ranges instead of presenting all of the actual results.  When reporting the results of
sampling and chemical analyses, please revise your disclosure to address each of the
following regarding mineralization of existing or potential economic significance on your
property:
 Disclose only weighted -average sample analyses associated with a measured length
or a substantial volume.
 Eliminate all an alyses from “grab” or “dump” samples, unless the sample is of a
substantial and disclosed weight.
 Eliminate all disclosure of the highest or best values/grades of sample sets.  Present a
balanced disclosure of the drill and sampling results .
 Eliminate grad es disclosed as “up to” or “as high as” or “ranging from.”
 Eliminate statements containing grade and/or sample -width ranges.
 Aggregated sample values from related locations should be aggregated based on a
weighted average of lengths of the samples.
 General ly, use tables to improve readability of sample and drilling data.
 Soil samples may be disclosed as a weighted average value over an area.
 Refrain from reporting single soil sample values.
 Convert all ppb quantities to ppm quantities for disclosure.
 Avoid optimistic descriptive adjectives such as high -grade or ore -grade.

Please revise your disclosure  to comply with this guidance.

14. Please provide a more detailed discussion of the material terms of the July 30, 2013
acquisition of the option to deve lop and own up to 75% of the property.  Clearly disclose
the “certain defined geological research steps.”  Also, please file this agreement as an
exhibit.

15. Please remove the specific disclosure regarding the manager of the  trust as referenced on
page 6 .  Similarly, please remove the reference to the one investor that has a “long and
successful history of investments i n natural resources” on page 6 .

16. Please disclose the total number of employees, in addition to the number of full time
employees, as require d by Item 101(h)(xii) of Regulation S -K.

Mr. Marc Fogassa
Brazil Minerals, Inc.
May 22, 2014
Page 5

Risk Factors, page 9

17. Please remove from the introductory paragraphs your reference to “additional risks not
presently known to us or that we currently deem immaterial” and your reference to “other
unknown risks or  other risks which we did not deem significant.”

“Our ability to execute our business plan …, ” page 9

18. Please revise to briefly discuss the “favorable mining environment in Brazil” that you
reference.

“The significant number of options and warrants outstanding …, ” page 12

19. Please revise to specify the number of options and warrants outstanding and the
aggregate number of shares for which the options and warrants may be exercised.

“Future sales of shares of our common stock ma y cause the prevailing m arket  price  …,” page 13

20. Please revise to specify the “substantial number of shares” which may become eligible
for resale under Rule 144.

Properties, page 13

21. Please disclose the following information for each of your material properties:
 The nature of y our ownership or interest in the property.
 A description of all interests in your properties, including the terms of all underlying
agreements and royalties.
 Describe the process by which mineral rights are acquired at this location and the
basis and durat ion of your mineral rights, surface rights, mining claims or
concessions.
 An indication of the type of claim or concession such as placer or lode, exploration or
exploitation, whether the mining claims are State or Federal mining claims, patented
or unpate nted claims, mining leases, or mining concessions.
 Please include certain identifying information, such as the property names, claim
numbers, grant numbers, mining concession name or number, and dates of recording
and expiration that is sufficient to ena ble the claims to be distinguished from other
claims that may exist in the area of your properties.
 The conditions that must be met to retain your claims or leases, including
quantification and timing of all necessary payments, annual maintenance fees, and
disclose who is responsible for paying these fees.

Mr. Marc Fogassa
Brazil Minerals, Inc.
May 22, 2014
Page 6

  The area of your claims, either in hectares or in acres.

Please ensure that you fully discuss the material terms of the land or mineral rights
securing agreements, as required under paragraph (b)(2) of Industry Guide 7.

22. Please disclose the information required under paragraph (b) o f Industry Guide 7 for all
your material properties listed under this heading.  For any properties identified that are
not material, please include a statement to that effect, clarifying your intentions.  For each
material property, include the following information:
 The location and means of access to your property, including the modes of
transportation utilized to and from the property.
 Any conditions that must be met in order to obtain or retain title to the property,
whether you have surface and/or mineral rights.
 A brief description of the rock formations and mineralization of existing or potential
economic significance on the property.
 A description of any work comp leted on the property and its present condition.
 The details as to modernization and physical condition of the plant and equipment,
including subsurface improvements and equipment.
 A description of equipment, infrastructure, and other facilities.
 The curre nt state of exploration of the property.
 The total costs incurred to date and all planned future costs.
 The source of power and water that can be utilized at the property.
 If applicable, provide a clear statement that the property is without known reserves
and the proposed program is exploratory in nature.

You may refer to Industry Guide 7, paragraphs (b) (1) through (5), for specific guidance
pertaining to the foregoing, available on our website at the following address:
www.sec.gov/about/forms/industryguides.pdf

23. Please insert a small -scale map showing the location and access to each material
property, as required by Instruction 3.B to Item 102 of Regulation S-K.  Please note the
EDGAR program now accepts Adobe PDF files and digital maps, so please include these
maps in any amendments that are uploaded to EDGAR.  It is relatively easy to include
automatic links at the appropriate locations within the document to GIF or JPEG files,
which will allow figures and diagrams to appear in the right location when the document
is viewed on the Internet.  For more information, please consult the EDGAR manual, and
if additional assistance is required, please call Filer Sup port at (202) 551 -3600 for Post -
Acceptance Filing Issues or (202) 551 -8900 for Pre -Acceptance Filing Issues.  We
believe the guidance in Instruction 3.B to Item 102 of Regulation S -K would generally
require maps and drawings to comply with the following fe atures:

Mr. Marc Fogassa
Brazil Minerals, Inc.
May 22, 2014
Page 7

  A legend or explanation showing, by means of pattern or symbol, every pattern or
symbol used on the map or drawing.
 A graphical bar scale should be included.  Additional representations of scale such as
"one inch equals one mile" may be utilized pr ovided the original scale of the map has
not been altered.
 A north arrow.
 An index map showing where the property is situated in relationship to the state or
province, etc., in which it was located.
 A title of the map or drawing, and the date on which it w as drawn.
 In the event interpretive data is submitted in conjunction with any map, the identity of
the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all
features on the dr awing.

24. It appears you should also expand your disclosure concerning the exploration plans for
the properties to address the following points.
 Disclose a brief geological justification for each of the exploration projects written in
non-technical language.
 Give a breakdown of the exploration timetable and budget, including estimated
amounts that will be required for each exploration activity, such as geophysics,
geochemistry, surface sampling, drilling, etc. for each prospect.
 If there is a phased program p lanned, briefly outline all phases.
 If there are no current detailed plans to conduct exploration on the property, disclose
this prominently.
 Disclose how the exploration program will be funded.
 Identify who will be conducting any proposed exploration work, and discuss what
their qualifications are.

25. Detailed sampling provides the basis for the quality estimate or grade of your mineral
discovery.  Please provide a brief description of your sample collection, sample
preparation, and the analytical proced ures used to develop your analytical results.  In
addition, please disclose any Quali