UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

Amendment No. 1

(Mark One)

   X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2013


OR


        . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ______________


Commission File Number 333-119566


BRAZIL GOLD CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada

 

98-0430746

State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization

 

Identification No.)


850 3 rd Avenue, Suite 16C, New York, NY 10022

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code 212-508-2175


Securities registered under Section 12(b) of the Exchange Act:

 

 

 

Title of each class

 

Name of each exchange

on which registered

None

 

None


Securities registered under Section 12(g) of the Exchange Act:


Common Stock, $0.001 Par Value

(Title of class)


Indicate by check mark if the registrant is a well-known seasoned  issuer, as defined in Rule 405 of the Securities Act.   Yes       . No  X .


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act   Yes       . No  X .


Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  X . No       .


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).    Yes       . No  X .


Indicate by check mark if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.            .


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

Large accelerated filer

        .

Accelerated filer

        .

Non-accelerated filer

        .  (Do not check if a smaller reporting company)

Smaller reporting company

   X .


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


Net revenues for our most recent and prior fiscal year were $Nil.





Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter (June 2013 2012): $.0016. b) The number of currently outstanding shares, not including shares held by affiliates (officers, directors and 10% shareholders) is 87,304,812.


Number of common voting shares issued and outstanding as of September 30, 2013: 340,063,975 shares of common stock


DOCUMENTS INCORPORATED BY REFERENCE


If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990)


Transitional Small Business Disclosure Format (Check one): Yes  X . No         .





EXPLANATORY NOTE


The purpose of this Amendment No. 1 to the Annual Report of Brazil Gold Corp. (the “Company”) on Form 10-K for the period ended June 30, 2013, filed with the Securities and Exchange Commission on September 30, 2013 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).


Other than the aforementioned, no other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.


Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.




PART III



ITEM 13.  EXHIBITS

 

 

Exhibit

 

Number

Description

 

 

3.1

Articles of Incorporation*

3.2

By-laws*

31.1

Section 302 Certification – Chief Executive Officer**

31.2

Section 302 Certification – President**

31.3

Section 302 Certification – Chief Financial Officer**

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer.**

32.2

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – President.32.3. Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer.**

101

XBRL (eXtensible Business Reporting Language)***


*Incorporated by reference to our SB2 Registration Statement, file number 333-119566, filed on October 30, 2006.

** Incorporated by reference to the Company’s Form 10-K filed with the SEC on September 30, 2013.

*** Filed herewith.


See separate Attachments for all definitive agreements that were signed during the financial year that were reported as 8K’s.






SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 2nd day of June, 2014.



BRAZIL GOLD CORP.




Date: June 2, 2014


By: /s/ Steven Price

Name: Steven Price

Title: Director, Chief Executive Officer, Secretary, Chief Financial Officer




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