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CUSIP NO.
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Page
2
of
4
Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
GW Holdings Group LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
12,778,646
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
12,778,646
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,778,646
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES .
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2% based on the total of outstanding shares of Common Stock
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12.
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TYPE OF REPORTING PERSON
OO
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2
Item 1(a)
The name of the issuer is:
Brazil Minerals, Inc.
Item 1(b)
The address of the Issuer's principal executive offices is:
155 North Lake Avenue, Suite 800
Pasadena, CA 91101
Tel. Number: _______________
Item 2(a)
The name of reporting person is:
GW Holdings Group LLC
Item 2(b)
The residence address of the Reporting Person is:
137 Montague St. Suite 291
Brooklyn NY 11201
Item 2(c)
The citizenship of the reporting Person is:
New York LLC
Item 2(d)
The title of the class of securities is:
Common Stock
Item 2(e)
The CUSIP Number of the securities is:
105861207
Item 3
This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).
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Item 4
Ownership:
The Reporting Person’s is the beneficial owner of representing 9.2
%
of the class of securities.
The Reporting Person has:
(i)
sole power to vote or to direct the vote of:
12,778,646
shares
(ii) shared power to vote or to direct the vote of:
__________ shares
(iii)
sole power to dispose or to direct the disposition of:
12,778,646 shares
(iv) shared power to dispose or to direct the disposition of:
____________ shares
Item 5
Ownership of Five Percent or Less of Class: [X]
Item 6
Ownership of More than Five Percent on Behalf of another Person: _____________
Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company: _________
Item 8
Identification and Classification of Members of the Group: _______________
Item 9
Notice of Dissolution of Group: ____________
Item 10
Certification:
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
2/26/2018
Date
/s/ Noah Weinstein
Noah Weinstein
Managing Member
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