Information Statement - All Other (definitive) (def 14c)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Check the appropriate box:

. Preliminary Information Statement

. Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2))

X . Definitive Information Statement

BRAZIL GOLD CORP.

(Name of Registrant as Specified In Its Charter)

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SCHEDULE 14C INFORMATION

Information Statement Pursuant to Regulation 14C

of the Securities Exchange Act of 1934 as amended

BRAZIL GOLD CORP.

850 3 ^rd Avenue, 16 ^th Floor

New York, NY 10022

Telephone: (212) 508-2175

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

This Information Statement (the “ Information Statement ”) has been filed with the Securities and Exchange Commission (the “ Commission ”) and is being furnished to the holders (the “Stockholders”) of shares of common stock, (the “ Common Stock ”), of Brazil Gold Corp., a Nevada Corporation (the “ Company ”) for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules and regulations prescribed thereunder. We are sending you this Information Statement to notify you that on or about August 12, 2013, the Stockholders holding a majority voting rights of our Common Stock (the “ Majority Stockholders ”) approved the following action (the “ Corporate Actions ”) by written consent in lieu of a meeting of Stockholders: to amend and Restate the Amended Articles of Incorporation of the Corporation to specifically, amend ARTICLE FOUR of the Amended Articles of Incorporation of the Corporation in order to increase the number of shares of authorized capital stock to 960,000,000 shares, of which 950,000,000 shall be common stock and 10,000,000 shall be preferred stock of the Corporation, by filing with the Secretary of State of Nevada the Restated Articles of Incorporation.

The Company received a written consent in lieu of a meeting of the holders of Series A Preferred Stock, $.001 par value per share (the " Series A Preferred "), created by unanimous written consent of the Board of Directors of the Company (the " Board "), as permitted by the Company's Articles of Incorporation, as may be amended (the " Articles "). Each share of Series A Preferred has the equivalent of 3,750,778 votes of Common Stock (based upon the outstanding number of shares of Common Stock issued at the time hereof). Currently, there is one holder of Series A Preferred (the " Series A Stockholder " or the " Majority Stockholder "), holding fifty-one (51) shares of Series A Preferred, resulting in the Series A Stockholder holding in the aggregate approximately 50.9989% of the total voting power of all issued and outstanding voting capital of the Company.

Our Board of Directors is not soliciting your proxy or consent in connection with the Corporate Actions. You are urged to read this Information Statement carefully and in its entirety for a description of the Corporate Actions taken by the Majority Stockholders. Stockholders who were not afforded an opportunity to consent or otherwise vote with respect to the Corporate Actions taken have no right under Nevada corporate law or the Company’s Articles of Incorporation or Bylaws to dissent or require a vote of all Stockholders.

The Corporate Actions will not become effective before a date which is twenty (20) calendar days after this Information Statement is first mailed to Stockholders. The Information Statement is being mailed on or about September 5, 2013, to Stockholders of record on the Record Date. The entire cost of furnishing this Information Statement will be borne by the Company.

PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(c) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.

By order of the Board of Directors of

BRAZIL GOLD CORP.

Date: September 3, 2013

/s/ Conrad Huss

By: Conrad Huss – CEO and Director

GENERAL INFORMATION

This Information Statement is being first mailed on or about September 5, 2013, to stockholders of the Company by the Board of Directors of the Company (the “Board of Directors” ) to provide material information regarding corporate actions that have been approved by the Written Consent of the holders of the majority of the voting rights of our Common Stock.

PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE APPROVAL OF THE COMPANY’S ACTIONS HEREIN.

The entire cost of furnishing this Information Statement will be borne by the Company.

OUTSTANDING VOTING SECURITIES

The Company is currently authorized to issue up to Two Hundred Fifty Million (250,000,000) shares of Common Stock, and 10,000,000 shares of preferred stock. As of the record date of August 16, 2013, we had 183,796,028 shares of Common Stock issued and outstanding and 51 shares of Series A Preferred Stock issued and outstanding.

Series A Preferred Stock

The number, designation, rights, preferences and privileges of the Series A Preferred were established by the Board at a meeting on June 24, 2013. The designation, rights, preferences and privileges that the Board established for the Series A Preferred is set forth in a Certificate of Designation that was filed with the Secretary of State of the State of Nevada on August 7, 2013. Among other things, the Certificate of Designation provides that each one share of Series A Preferred has voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the "Numerator"), divided by (y) 0.49, minus (z) the Numerator.

At a meeting of the Board, the Board issued an aggregate of fifty one (51) shares of Series A Preferred to one individual, the CEO of the Company (the " Series A Stockholder "). As a result of the voting rights granted to the Series A Preferred, the Series A Stockholder holds in the aggregate approximately 50.9989% of the total voting power of all issued and outstanding voting capital of the Company.

Pursuant to Nevada law, at least a majority of the voting equity of the Company are required to approve the Corporate Actions by written consent. The Series A Stockholder, which holds in the aggregate fifty one (51) shares of Preferred Stock, or approximately 50.9989% of the voting rights of the Company or voting rights of 191,289,678 shares of common stock, has voted in favor of the Corporate Actions, thereby satisfying the requirement under Nevada law that at least a majority of the voting equity vote in favor of a corporate action by written consent.

The following table sets forth the name of the Series A Stockholder, the number of shares of Series A Preferred held by each Series A Stockholder, the total number of votes that the Series A Stockholder voted in favor of the Reverse Stock Split and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof.

Name of Series A Stockholder

Number of Shares of Series A Preferred held

Number of Votes held by such Series A Stockholder

Number of Votes that Voted in favor of the Actions

Percentage of the Voting Equity that Voted in favor of the Actions

Conrad Huss

191,289,678

51%

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of the Record Date, by: (i) each of our directors; (ii) each of our executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our issued and outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.


Name and Address of Beneficial Owner	Number of Shares of Common Stock Owned Beneficially (1)	% of Outstanding Shares of Common Stock	Number of Shares of Series A Preferred Stock Owned	% of Outstanding Series A Preferred Stock
Conrad Huss (2)	18,195,807 (2)	9.9 %	51 (2)	100
SC Advisors, Inc. (3)	18,195,807 (3)	9.9%	0	0
Southridge Partners II LP (4)	18,195,807 (4)	9.9%	0	0


(1)	Percentage based on 183,796,028 shares of Common Stock outstanding as of the Record Date.
(2)	Mr. Huss is the CEO and board member of the Company. Mr. Huss holds certain promissory notes issued by the Company which enables Mr. Huss to convert the principal amount thereof into 9.9% of the outstanding shares of common stock of the Company in the aggregate. The 51 shares of Series A Preferred Stock vote the equivalent of 191,289,678 shares of common stock of the Company, which is equivalent to 51% of the total voting rights of the Company. The address for Mr. Huss is 850 Third Avenue, 16 ^th Floor, New York, NY 10022.
(3)	SC Advisors, Inc. holds certain promissory notes issued by the Company which enables SC Advisors, Inc. to convert the principal amount thereof into 9.9% of the outstanding shares of common stock of the Company in the aggregate. The address for SC Advisors, Inc. is Executive Pavilion, 90 Grove Street, Ridgefield, Connecticut 06877.
(4)	Southridge Partners II LP holds certain promissory notes issued by the Company which enables Southridge Partners II LP to convert the principal amount thereof into 9.9% of the outstanding shares of common stock of the Company in the aggregate. The address for Southridge Partners II LP is Executive Pavilion, 90 Grove Street, Ridgefield, Connecticut 06877.

PROPOSAL NO. 1:

APPROVAL OF A RESTATEMENT OF OUR ARTICLES OF INCORPORATION

TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

FROM 250,000,000 SHARES TO 950,000,000 SHARES

Current Capitalization

Common Stock

The Company currently has 250,000,000 shares of common stock authorized, of which 183,796,028 were issued and outstanding as of the Record Date. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock have no cumulative voting rights. In the event of liquidation, dissolution or winding down of the Company, the holders of shares of common stock are entitled to share, pro rata, in all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion rights or redemption or sinking fund provisions with respect to the common stock. All of the outstanding shares of common stock are validly issued, fully paid and non-assessable.

Preferred Stock

The Company’s Articles of Incorporation authorizes it to issue up to 10,000,000 preferred shares, $.001 par value. Further, per the Articles of Incorporation, as amended and restated, the Board of Directors, by resolution only and without further action or approval, may cause the Corporation to issue one or more classes or one or more series of preferred stock within any class thereof and which classes or series may have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the board of directors, and to fix the number of shares constituting any classes or series. The Company has designated 51 shares of its preferred stock $.001 par value as Series A Convertible Preferred Stock (“Series A”). Each share of Series A is convertible into one share of the Company’s common stock. The conversion basis is not adjusted for any stock split or combination of the common stock. Each one (1) share of the Series A shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “ Numerator ”), divided by (y) 0.49, minus (z) the Numerator.

Reasons for the Restatement

In addition to the need to amend the Articles of Incorporation of the Company in order to effectuate the increase in the number of authorized shares of Common Stock, the Company decided to restate the Articles of Incorporation to provide clarity to the Articles of Incorporation of the Company.

The Company must increase the authorized shares to fulfill its obligations under the financing agreements to avoid default, resulting liquidated damages and potential loss of Company assets under the security agreements with the investors. Further, the Board of Directors believes it is in the Company’s best interest to have additional shares of common stock authorized for general corporate purposes, including acquisitions, equity financings and grants of stock and stock options. The increase in authorized shares has been determined by the Board of Directors to allow for these obligations and to provide for a sufficient amount of common stock to support its operations, expansion and future financing activities, if any. Other than set forth in the above agreements, there are no present plans for significant future issuances. When the Board of Directors deems it to be in the best interest of the Company and stockholders to issue additional shares of common stock in the future from authorized shares, the Board of Directors will not seek further authorization by vote of the stockholders, unless such authorization is otherwise required by law or regulation.

Procedure if Effected

The proposed increase in the number of authorized shares of the Company’s common stock would become effective immediately upon the filing of the Amendment with the office of the Secretary of State of the State of Nevada. The Company expects to file the Amendment referenced in this proposal with the Secretary of State of the State of Nevada promptly upon approval by the stockholders.

The Board of Directors of the Company has adopted a resolution to restate the Company’s Articles of Incorporation to increase the authorized shares of Common Stock (the “Amendment”). As stated above, the holders of shares representing a majority of the voting securities of the Company have given their written consent to the Amendment.

ADDITIONAL INFORMATION

We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the " SEC "). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.

The following documents, as filed with the SEC by the Company, are incorporated herein by reference:


	(1)	Amended Annual Report on Form 10-K for the fiscal year ended June 30, 2012, filed with the SEC on March 22, 2013;
	(2)	Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the SEC on May 9, 2013;
	(3)	Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, filed with the SEC on June 28, 2013;
	(4)	Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on July 11, 2013.

You may request a copy of these filings, at no cost, by writing to the Company at 850 3 ^rd Avenue, 16 ^th Floor, New York, NY 10022, or telephoning the Company at (212) 508-2100. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

We will send only one Information Statement and other corporate mailings to Stockholders who share a single address unless we receive contrary instructions from any Stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. The Company will promptly deliver a separate copy of this document to you if you call or write to it at the following address or phone number: 850 3 ^rd Avenue, 16 ^th Floor, New York, NY 10022, telephone (212) 508-2175. If you want to receive separate copies of our proxy statements, information statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact the Company at the above address and phone number.

APPENDIX

Appendix A – Proposed Restated Articles of Incorporation

By order of the Board of Directors,

Date: September 3, 2013

/s/ Conrad Huss

Conrad Huss

Chairman of Board of Director s