SecProbe.io

July 15, 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.
 Amendment No. 1 to Registration Statement on Form 10
 Filed July 1, 2014
 File No. 000 -55191
 Amendment No. 1 to Form 10 -K for Fiscal Year Ended December 31, 2013
 Filed July 1, 2014
 File No. 000 -55191

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 i nformation, or by advising us when 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

Item 10. Recent Sales of Unregistered Securities

1. We reissue comment 4 in our letter dated May 2 2, 2014.  For each transaction disclosed
in this section, please briefly state the facts relied upon to make the exemption from
registration available.  We note that simply reciting the specific exemption relied upon is
insufficient to comply with Item 701 (d) of Regulation S -K.  Revise similar disclosure in
the Form 10 -Q for the quarterly period ended March 31, 2014.

Mr. Marc Fogassa
Brazil Minerals, Inc.
July 15 , 2014
Page 2

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

General

2. We note your response to comment 10 in our letter dated May 22, 2014 that you produce
diamonds and gold on a regular basis and recognize revenues from the sale of these
products.  In addition, on page 15 you declare reserves based on your feasibility study.
Please forward to our engineer as supplemental information and not as part of your filing,
your information that establishes the legal, technical, and economic feasibility of your
materials designated as reserves, as required by Section C of Industry Guide 7 pursuant to
Exchange Act Rule 12b -4.  The information requested includes , but is not limited to:
• Property and geologic maps.
• Description of your sampling and assaying procedures.
• Drill -hole maps showing drill intercepts.
• Representative geologic cross -sections and drill logs.
• Description and examples of your cut -off calculation procedures.
• Cutoff grades used for each category of your reserves and resources.
• Justifications for the drill hole spacing used to classify and segregate proven and
probable reserves.
• A detailed description of your procedures for estimatin g reserves.
• Copies of any pertinent engineering or geological reports, and executive summaries
of feasibility studi es or mine plans which include  the cash flow analyses.
• A detailed permitting and government approval schedule for the project, particular ly
identifying the primary environmental or construction approval(s) and your current
location on that schedule.

To minimize the transfer of paper, please provide the requested information on a CD,
formatted as Adobe PDF files and provide the name and pho ne number for a technical
person our engineer may call, if he has technical questions about your reserves.

In the event your company desires the return of this supplemental material, please make a
written request with the letter of transmittal and include  a pre -paid, pre -addressed
shipping label to facilitate the return of the supplemental information.  Please note that
you may request the return of this information pursuant to the provisions of Exchange
Act Rule 12b -4.

If there are any questions concerning the above request, please phone Mr. George K.
Schuler, Mining Engineer, at (202) 551 -3718.

Mr. Marc Fogassa
Brazil Minerals, Inc.
July 15 , 2014
Page 3

 3. Please note that it is the staff’s position that mineral reserves for a mineral property may
not be designated unless:
• Competent professional engineers  conduct a detailed engineering and economic
study, and the bankable or final feasibility study demonstrates that a mineral deposit
can be mined profitably at a commercial rate.
• The historic three -year average commodity price is used in any reserve or ca sh flow
analysis used to designate reserves.
• The company has demonstrated that the mineral property will receive its
governmental permits, and the primary environmental document has been filed with
the appropriate governmental authorities.

4. We also note your disclosure of indicated and inferred resources on page 15.  The
provisions in Industry Guide 7 preclude the use of any terms other than proven and/or
probable reserves for disclosure in SEC documents.   Please remove all resource
disclosure from your f iling.

Business, page 2

5. We note your disclosure that the company’s primary business is to acquire ownership
positions in producing mining companies in Brazil.  Please clarify whether Mineração
Duas Barras Ltda. is the only producing mining company in whi ch you have an
ownership interest.

6. We reissue comment 12 in our letter dated May 22, 2014.  Please provide a more detailed
discussion of your business, as required by Item 101(h)(4) of Regulation S -K.  For
example only, please revise to:
 Identify the ma rkets and distribution methods for the polished diamonds as well as the
rough diamonds and gold produced from Mineração Duas Barras Ltda.;
 Briefly describe competitive business conditions and your competitive position in the
diamond and gold industries and  methods of competition;
 Briefly describe your dependence on one or a few major customers;
 Briefly describe the effect of existing or probable governmental regulations on the
production and sale of polished diamonds and rough diamonds and gold, including the
exportation thereof; and
 Briefly describe the costs and effects of compliance with environmental laws (federal,
state and local).

We may have additional comments once you have provided the more specific disclosure
required by this Item.

Mr. Marc Fogassa
Brazil Minerals, Inc.
July 15 , 2014
Page 4

 7. We note yo ur response to comment s 13 and  14 in  our letter dated May 22, 2014.  Please
supplementally provide us with the option agreement relating to vanadium, tit anium and
iron property in the S tate of Piaui in Brazil.

Properties, page 13

8. We did not find a stat ement regarding your exploration program in regards to comment
24 in our letter dated May 22, 2014 .  If there are no current detailed plans to conduct
exploration on your properties, please revise your filing and disclose this information
prominently.

9. We note your response to comment 25 in our letter dated May 22, 2014 stating that you
do not conduct sampling at your operating mine or on your exploration properties.  Please
state this fact prominently with your discussion of your operating mine in your revised
filing.

10. We note your response to comment 26 in our letter dated May 22, 2014 that disclosure is
included in your revised filing.  W e reissue comment 26 .  Please elaborate on any surface
disturbance or contamination issues found on the surface or i n the groundwater due to
historical mining activities.

11. We note your response to comment 27 in our letter dated May 22, 2014 that disclosure is
included  in your revised filing .  We reissue comment 27.  P lease provide a short
summary of the permits and/or o perational plans required to perform exploration and/or
mining activities on your properties.

12. We partially reissue comment 28 in our letter dated May 22, 2014 .  Please disclose the
tonnes and grade of the material processed by your washing facility in addition to
reporting your salable products and revenues received.  Please report your rough and
polished stones and the revenues received.

13. We note your response that you did complete a feasibility study prior to your production
decision .  We re issue comm ent 29  in our letter dated May 22, 2014 .  Please a dd a risk
factor indicating you  do not have reserves compliant with Industry Guide 7.  In addition ,
state the level of accuracy for your feasibility study and specify whether it was a scoping,
pre-feasibili ty or a final/bankable feasibility study .

Sales of Unregistered Securities, page 20

14. We partially reissue comment 31 in our letter dated May 22, 2014.  Please briefly state
the facts relied upon to make the exemption from registration available.  We note that
simply reciting the specific exemption relied upon is insufficient to comply with Item
701(d) of Regulation S -K.

Mr. Marc Fogassa
Brazil Minerals, Inc.
July 15 , 2014
Page 5

 Management’s Discussion and Analysis, page 20

15. The Management’s Discussion and Analysis section is one of the most critical aspects of
your disclosure.  As such, we request that you revise this section to provide a detailed
executive overview to discuss the events, trends, and uncertainties that management
views as most critical to your future revenues, financial position, liquidity, plan of
operations, and results of operations, to the extent known and foreseeable.  To assist you
in this regard, please refer to the Commission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Re sults of Operations, Release N o.
33-8350 (December 19, 2003) at http://www.sec.gov/rules/interp/33 -8350.htm .

16. We reissue comment 34 in our letter dated May 22, 2014.  Please revise to address in
greater detail your liquidity r equirements in quantified terms on both a short -term (i.e., 12
months) and long -term basis.  Refer to Instruction 5 of Item 303(a) of Regulation S -K.
Please provide the basis for your statement that you believe your current financial
resources and funds f rom operations will be adequate to cover anticipated expenditures
for the foreseeable future.  We note the significant decrease in cash and cash equivalents
for the year ended December 31, 2013.  We also note the net losses to date and the cash
flows used for operations.

Directors, Executive Officers and Corporate Governance, page 25

17. Please remove the company and transaction specific information relating to Achillion
Pharmaceuticals.

Executive Compensation, page 28

18. We note your response to comment 42  in our letter dated May 22, 2014.  Please revise to
clarify why the value of the 2013 stock award to Mr. Fogassa in the Summary
Compensation Table is $210,234.  You refer to the valuation of both the cancelled
options and the newly granted options of the same amounts with different grant date fair
values.  Please revise to clarify.  In addition, please provide additional narrative
disclosure regarding the rescission and the subsequent grant of options.

19. We reissue comment 41 in our letter dated May 22, 2014.  Please disclose the material
terms of the employment agreement.  For instance, we note the increased salary based
upon the completion of private placements.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matt ers, page 29

20. We partially reissue comment 47 in our letter dated May 22, 2014.  Please revise the
beneficial ownership table to also include, whether by an additional column or otherwise,

Mr. Marc Fogassa
Brazil Minerals, Inc.
July 15 , 2014
Page 6

 each beneficial owner’s percentage of the voting power of the commo n and preferred
stock voting together as a single class.

Certain Relationships and Related Transactions, page 30

21. We partially reissue comment 48 in our letter dated May 22, 2014.  We note the loan
receivables –related party in the financial statements.

Please contact George Schuler at (202) 551 -3718 if you have questions regarding
engineering  comments.  You may contact Blaise  Rhodes at (202) 551 -3774 or Rufus Decker at
(202) 551 -3769  if you have questions regarding comments on the financial statements and
related matters.  Please contact Tiffan y Posil at (202) 551 -3589 or Pamela Howell at (202) 551 -
3357  with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director

cc:  Via E -mail
 Jay Weil, Esq.