CNXS / Connexus Corporation - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Connexus Corporation
US ˙ OTCPK

Grundläggande statistik
CIK 1301075
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Connexus Corporation
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
May 11, 2017 15-12G

Connexus FORM 15

15-12G 1 form150511171512g.htm FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12( g ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-33714 Connexus Corporation (Ex

May 10, 2017 8-K

Financial Statements and Exhibits, Other Events

Form 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 29, 2017 SC 13G

CNXS / Connexus Corporation / SOUTHRIDGE PARTNERS II LP - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CONNEXUS CORPORATION (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 207146101 (CUSIP Number) March 28, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

March 9, 2017 SC 13G/A

CNXS / Connexus Corporation / KCG AMERICAS LLC - SC 13G/A CNXS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 1) Connexus Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 207146101 (CUSIP Number) February 28, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

February 8, 2017 SC 13G

CNXS / Connexus Corporation / KCG AMERICAS LLC - SC 13G CNXS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Initial Filing) Under the Securities Exchange Act of 1934 Connexus Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 207146101 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 3, 2016 SC 13G/A

CNXS / Connexus Corporation / MOMONA CAPITAL LLC - AMENDMENT NO.1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) BRAZIL GOLD CORP. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE (Title of Class of Securities) (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c) *The remainder of this cover page shal

December 4, 2015 EX-3.1

2

cnxsex31.htm EXHIBIT 3.1 1 2

December 4, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 cnxs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2015 CONNEXUS CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-33714 98-0430746 (State or other jurisdiction (Commi

November 10, 2015 10-K

Connexus FORM 10-K (Annual Report)

10-K 1 cnxs10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: June 30, 2015 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33714 CONEXUS CATTLE CORP. (Exact name of registrant a

September 28, 2015 NT 10-K

Connexus NT 10-K

cnxsnt10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden FORM 12b-25 hours per response ... 2.50 SEC FILE NUMBER 001-33714 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June

September 1, 2015 DEF 14C

Connexus DEF 14C

cnxsdef14c.htm 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 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rul

August 19, 2015 PRE 14C

Connexus PRE 14C

cnxsdef14c.htm 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 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rul

May 19, 2015 EX-99.1

Conexus Acquires a Majority Interest in Bitcoin Direct LLC Operator of Automated Bitcoin Machines (ABMs) for Consumers

EXHIBIT 99.1 Conexus Acquires a Majority Interest in Bitcoin Direct LLC Operator of Automated Bitcoin Machines (ABMs) for Consumers (New York, NY) ? May 19, 2015 - Conexus Cattle Corp., (OTC: CNXS) announced today the acquisition of a 51% membership interest in Bitcoin Direct LLC, Nevada limited liability company (?Bitcoin? or the ?Company?), which provides bitcoin transaction solutions for consum

May 19, 2015 EX-10.1

SECURITIES EXCHANGE AGREEMENT

EXHIBIT 10.1 SECURITIES EXCHANGE AGREEMENT This Securities Exchange Agreement (this ?Agreement?) is dated as of May , 2015, by and among Bitcoin Direct LLC, a Nevada limited liability company, (?Bitcoin?) all of the members of Bitcoin (the ?Members? and together with Bitcoin, the ?Seller?), and Conexus Cattle Corp. (?Conexus?). WHEREAS, subject to the terms and conditions set forth in this Agreeme

May 19, 2015 EX-10.3

EMPLOYMENT SERVICES AGREEMENT

EX-10.3 9 cnxsex103.htm FORM OF EMPLOYMENT AGREEMENT EXHIBIT 10.3 EMPLOYMENT SERVICES AGREEMENT This Agreement (this “Agreement”), dated as of May 13, 2015 (sometimes the “Effective Date”), by and between Conexus Cattle Corp, a Nevada corporation (the “Company”), and Conrad Huss, residing at (the “Executive”). WITNESSETH: WHEREAS, the Company desires to employ the Executive as President of the Com

May 19, 2015 EX-10.4

EXCHANGE AGREEMENT

EXHIBIT 10.4 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Exchange Agreement?), is dated as of May , 2015, by and between Conexus Cattle Corp., a Nevada corporation (the ?Company?), and Southridge Partners II LP (?SRPII?). WHEREAS, the Company and SRPII are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section

May 19, 2015 EX-4.4

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES G 8% CONVERTIBLE PREFERRED STOCK CONEXUS CATTLE CORP.

EXHIBIT 4.4 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES G 8% CONVERTIBLE PREFERRED STOCK OF CONEXUS CATTLE CORP. Conexus Cattle Corp., a Nevada corporation (the “Company”), does hereby certify: FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, the Board of Directors of the Company has adopted the following resolution estab

May 19, 2015 EX-10.2

CONEXUS CATTLE CORP. PROMISSORY NOTE

EX-10.2 8 cnxsex102.htm FORM OF CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED

May 19, 2015 EX-4.5

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES H 8% CONVERTIBLE PREFERRED STOCK CONEXUS CATTLE CORP.

EXHIBIT 4.5 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES H 8% CONVERTIBLE PREFERRED STOCK OF CONEXUS CATTLE CORP. Conexus Cattle Corp., a Nevada corporation (the ?Company?), does hereby certify: FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, the Board of Directors of the Company has adopted the following resolution estab

May 19, 2015 EX-4.3

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES F PREFERRED STOCK CONEXUS CATTLE CORP.

EXHIBIT 4.3 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES F PREFERRED STOCK OF CONEXUS CATTLE CORP. Conexus Cattle Corp., a Nevada corporation (the ?Company?), does hereby certify: FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, the Board of Directors of the Company has adopted the following resolution establishing a new s

May 19, 2015 EX-10.5

Conexus Cattle Corp. 242 West Main Street Hendersonville, TN 37075

EXHIBIT 10.5 Conexus Cattle Corp. 242 West Main Street Hendersonville, TN 37075 May , 2015 Adirondack Partners, LLC 82 Mountain Road Wilbraham, MA 01095 Re: Termination of Consulting Agreement Dear Mr. Gothner, This letter shall serve as notice to Adirondack Partners, LLC (?Adirondack?) that Conexus Cattle Corp. (the ?Company? and together with Adirondack, the ?Parties?) wish to terminate that cer

May 19, 2015 EX-4.1

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES D 8% CONVERTIBLE PREFERRED STOCK CONEXUS CATTLE CORP.

EXHIBIT 4.1 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES D 8% CONVERTIBLE PREFERRED STOCK OF CONEXUS CATTLE CORP. Conexus Cattle Corp., a Nevada corporation (the ?Company?), does hereby certify: FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, the Board of Directors of the Company has adopted the following resolution estab

May 19, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 cnxs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 13, 2015 Conexus Cattle Corp. (Exact name of registrant as specified in its charter) Nevada 001-33714 98-0430746 (State or other jurisdiction of incorporati

May 19, 2015 EX-4.2

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES E PREFERRED STOCK CONEXUS CATTLE CORP.

EX-4.2 3 cnxsex42.htm FORM OF CERTIFICATE OF DESIGNATIONS, RIGHT AND PREFERENCES OF SERIES E EXHIBIT 4.2 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES E PREFERRED STOCK OF CONEXUS CATTLE CORP. Conexus Cattle Corp., a Nevada corporation (the “Company”), does hereby certify: FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, th

May 11, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 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 001-

May 8, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

10Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 25, 2015 SC 13G

CNXS / Connexus Corporation / Tide Pool Ventures Corp - SCHEDULE 13G Passive Investment

SC 13G 1 cnxssc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Conexus Cattle Corp. (Name of Issuer) Common Stock, Par Value $0 .001 (Title of Class of Securities) 207146101 (CUSIP Number) March 23, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate

February 17, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2014 ¨TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2014 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 001-33714 CONEXUS

January 9, 2015 EX-3.1

EX-3.1

EX-3.1 2 f8k010915ex3z1.htm EXHIBIT 3.1 CERTIFICATE OF AMENDMENT EXHIBIT 3.1

January 9, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

FORM 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2015 Conexus Cattle Corp.

December 16, 2014 DEF 14C

CNXS / Connexus Corporation DEF 14C - - SCHEDULE 14C DEFINITIVE INFORMATION STATEMENT

SCHEDULE 14C Definitive Information Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 10, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 ¨TRANSITION REPOR

10-Q 1 v39188010q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi

November 5, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 v3933858k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2014 CONEXUS CATTLE CORP. (Exact Name of Registrant as Specified in Charter) Nevada 001-33714 98-0430746 (State or other jurisdiction (Commission F

September 30, 2014 PRE 14C

CNXS / Connexus Corporation PRE 14C - - PRE 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 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

September 29, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2014 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 001-33714 CONEXUS CATTLE CORP

September 29, 2014 EX-10.1

Lease Agreement Insert lease agreement

Exhibit 10.1 Exhibit 10.1 Lease Agreement Insert lease agreement

August 8, 2014 8-K

Unregistered Sales of Equity Securities

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 11, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2014 CONEXUS CATTLE CORP. (Exact Name of Registrant as Specified in Charter) Nevada 001-33714 98-0430746 (State or other jurisdiction (Commission File Number) (IRS Employer o

June 11, 2014 EX-3.1

EX-3.1

June 2, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 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 33

June 2, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 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

June 2, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

June 30, 2013 10-K/A1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 2, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 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 Num

May 23, 2014 SC 13G

CNXS / Connexus Corporation / BLACK ARCH OPPORTUNITY FUND LP - FORM SC 13G Passive Investment

Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Brazil Gold Corp. (Name of Issuer) Shares of Common Stock (Title of Class of Securities) 105762207 (CUSIP Number) May 15, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Rule 13d-1(b) x Rule 13d-1(c) o Rule 13d-1(d) * The remainder

May 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 .TRANSITION REPORT P

March 31, 2014 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 14, 2014 DEF 14C

- DEF 14C

SCHEDULE 14C INFORMATION (RULE 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 S Filed by Registrant £ Filed by Party other than the Registrant ¨ 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.

May 14, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A1 (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 .TRANSITION REPOR

March 31, 2014 10-Q/A1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 12, 2014 SC 13G

CNXS / Connexus Corporation / DARLING CAPITAL, LLC. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* Brazil Gold Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 105762207 (CUSIP Number) May 09, 2014 (Date of Event Which Req

May 6, 2014 EX-99.2

CONEXUS CORP. A TRANSFORMATIVE CATTLE COMPANY Introductory Presentation May 2014

CONEXUS CORP. A TRANSFORMATIVE CATTLE COMPANY Introductory Presentation May 2014 SAFE HARBOR STATEMENT This presentation contains “forward - looking statements” within the meaning of the “safe - harbor” provisions of the Securities Litigation Reform Act of 1995 . Such statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to d

May 6, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2014 BRAZIL GOLD CORP. (Exact Name of Registrant as Specified in Charter) Nevada 001-33714 98-0430746 (State or other jurisdiction (Commission File Number) (IRS Employer of inc

May 6, 2014 EX-99.1

Exhibit 99.1

Exhibit 99.1 5 May 2014 Dear Shareholder: On April 11, 2014, we made a filing with the U.S. Securities and Exchange Commission reporting an exciting new business initiative for Brazil Gold. As we examined various macro issues impacting natural resources, commodities and agriculture we identified a significant business opportunity in beef cattle production. We have been able to team with executives

May 5, 2014 EX-16.1

May 5, 2014

EXHIBIT 16.1 May 5, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Sir or Madam: We have read the statements of Brazil Gold Corp. (the “Company”) pertaining to our firm included under Item 4.01 of Form 8-K dated April 25, 2014 and agree with such statements as they pertain to our firm. We have no basis to agree or disagree with other statements of the Company

May 5, 2014 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 v3773318k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2014 BRAZIL GOLD CORP. (Exact Name of Registrant as Specified in Charter) Nevada 001-33714 98-0430746 (State or other jurisdiction (Commission File N

April 28, 2014 PRE 14C

- PRE 14C

SCHEDULE 14C INFORMATION (RULE 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 S Filed by Registrant £ Filed by Party other than the Registrant S Preliminary Information Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) £ Definitive Information Statement BRAZIL GOLD CORP.

April 11, 2014 EX-10.2

EQUITY PURCHASE AGREEMENT BY AND BETWEEN BRAZIL GOLD CORP. ASC RECAP LLC April 7, 2014

Exhibit 10.2 Equity Purchase Agreement between Brazil Gold Corp. and ASC Recap LLC Exhibit 10.2 EQUITY PURCHASE AGREEMENT BY AND BETWEEN BRAZIL GOLD CORP. AND ASC RECAP LLC Dated April 7, 2014 THIS EQUITY PURCHASE AGREEMENT entered into as of the 7th day of April, 2014 (this "AGREEMENT"), by and between ASC RECAP LLC, a Connecticut limited liability company ("INVESTOR"), and BRAZIL GOLD CORP., a N

April 11, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - FORM 8-K CURRENT REPORT APRIL 7, 2014

Form 8-K Current Report April 7, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 11, 2014 EX-4.1

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES B 8% CONVERTIBLE PREFERRED STOCK BRAZIL GOLD CORP.

Exhibit 4.1 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES B 8% CONVERTIBLE PREFERRED STOCK OF BRAZIL GOLD CORP. Brazil Gold Corp., a Nevada corporation (the “Company”), does hereby certify: FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, the Board of Directors of the Company has adopted the following resolution establishin

April 11, 2014 EX-10.4

CONSULTING AGREEMENT

Exhibit 10.4 Consulting Agreement between Brazil Gold Corp. and Adirondack Partners LLC Exhibit 10.4 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made on the 7th day of April 2014 (“Effective Date”) between Adirondack Partners LLC (the “ADIRONDACK”), a Connecticut limited liability company, with principal offices at 82 Mountain Road, Wilbraham, MA 01095, and Brazil Gold Corp. (t

April 11, 2014 EX-10.3

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 Registration Rights Agreement Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement"), dated April 7, 2014, is made by and between BRAZIL GOLD CORP. a Nevada corporation ("Company"), and ASC Recap LLC, a Connecticut limited liability company (the "Investor"). RECITALS WHEREAS, upon the terms and subject to the conditions of the Equity Purchase Agree

April 11, 2014 EX-10.1

CONSULTING AGREEMENT

EX-10.1 4 f8k041014ex10z1.htm EXHIBIT 10.1 CONSULTING AGREEMENT Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made on the 7th day of April, 2014 (“Effective Date”) between ASC Recap LLC (the “ASC”), a Connecticut limited liability company, with principal offices at 90 Grove Street, Ridgefield CT 06877, and Brazil Gold Corp. (the “Company”) a State of Nevada Corporati

April 11, 2014 EX-4.2

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES C 8% CONVERTIBLE PREFERRED STOCK BRAZIL GOLD CORP.

Exhibit 4.2 Certificate of Designation Exhibit 4.2 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES C 8% CONVERTIBLE PREFERRED STOCK OF BRAZIL GOLD CORP. Brazil Gold Corp., a Nevada corporation (the “Company”), does hereby certify: FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, the Board of Directors of the Company has adopt

March 3, 2014 10-Q

Connexus FORM 10-Q QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q12311310q.htm FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 OR .TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per

February 19, 2014 SC 13D

CNXS / Connexus Corporation / HUSS CONRAD - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Brazil Gold, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 105762207 (CUSIP Number) Conrad Huss 850 3rd Avenue, 16th Floor New York, NY 10022 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Ja

February 14, 2014 NT 10-Q

- FORM 12B-25

Form 12b-25 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-33714 Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: December 31, 2013 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on For

January 30, 2014 8-K

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 28, 2014 Date of Report (date of Earliest Event Reported) BRAZIL GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-33714 98-0430746 (State or other jurisdiction (Commission (IRS Employer of incorpor

January 30, 2014 EX-10.1

BRAZIL GOLD CORP. PROMISSORY NOTE

Exhibit 10.1 Promissory Note NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT

November 26, 2013 DEF 14C

- SCHEDULE 14C DEFINITIVE INFORMATION STATEMENT

Schedule 14C Definitive Information Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 19, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 . TRANSITION RE

FORM 10-Q Quarterly Report September 30 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 18, 2013 PRE 14C

- PRELIMINARY 14C INFORMATION STATEMENT

Preliminary 14C Information Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 18, 2013 CORRESP

-

BRAZIL GOLD CORP. November 18, 2013 Larry Spirgel Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington DC 20549 Re: Brazil Gold Corp. Preliminary Information Statement on Schedule 14C Filed October 31, 2013 File No. 001-33714 Dear Mr. Spirgel: Brazil Gold Corp., (the “Company”), has received and reviewed your letter of November 8, 2013 (the “Letter”), per

November 14, 2013 NT 10-Q

- FORM 12B-25

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-33714 Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For period ended: September 30, 2013 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on Form N-SAR For

November 12, 2013 SC 13G

CNXS / Connexus Corporation / EASTERN INSTITUTIONAL FUNDING LLC. - SC 13G Passive Investment

§240.13d-102 Schedule 13G—Information to be included in statements filed pursuant to §240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* (Name of Issuer) Brazil Gold Corp. (Title of Class of Securities) Common Stock, (CUSIP Number) (Date of

October 31, 2013 PRE 14C

- SCHEDULE 14C PRELIMINARY INFORMATION STATEMENT

Schedule 14C Preliminary Information Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 30, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

June 30, 2013 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 30, 2013 SC 13G

CNXS / Connexus Corporation / Osher Capital Partners LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) BRAZIL GOLD CORP. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE (Title of Class of Securities) 105762108 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(c) *The remainder of this cover

September 4, 2013 DEF 14C

- SCHEDULE 14C DEFINITIVE INFORMATION STATEMENT

Schedule 14C Definitive Information Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 20, 2013 PRE 14C

- SCHEDULE 14C PRELIMINARY INFORMATION STATEMENT

Schedule 14C Preliminary Information Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 14, 2013 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K/A AMENDED CURRENT REPORT

FORM 8-K/A Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 14, 2013 EX-10.1

BRAZIL GOLD CORP. PROMISSORY NOTE DUE ______________

Exhibit 10.1 Form of Promissory Note Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UN

August 8, 2013 EX-4.1

CONVERSION NOTICE

Exhibit 4.1 Series A Convertible Preferred Stock Exhibit 4.1 Section 2, Rankine. The Series A Preferred Stock will, with respect to rights on liquidation, dissolution and winding-up of the Company, rank junior to all of the other series of Preferred Stock of the Company, and on a parity with each other class or series of capital stock of the Company the terms of which do not expressly provide that

August 8, 2013 8-K/A

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K/A CURRENT REPORT

Form 8-K/A Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 31, 2013 SC 13G

CNXS / Connexus Corporation / MOMONA CAPITAL LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) BRAZIL GOLD CORP. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE (Title of Class of Securities) 105762108 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(c) *The remainder of this cover

July 25, 2013 EX-10.2

EX-10.2

Exhibit 10.2 Mineral Lease Agreement Exhibit 10.2

July 25, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 22, 2013 Date of Report (date of Earliest Event Reported) BRAZIL GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-33714 98-0430746 (State or other jurisdiction (Commission (IRS Employer of incorporati

July 25, 2013 EX-10.1

SECURITIES PURCHASE AGREEMENT

EX-10.1 2 f8k072513ex10z1.htm EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2013, FAL MINERALS LLC, a Alabama limited liability company (the “Company”), and Brazil Gold Corp., a Nevada corporation (the “Purchaser”); and WHEREAS, subject to the terms and conditions set forth in this

July 11, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 . TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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

June 28, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 . TRANSITION REP

FORM 10-Q Quarterly Report December 31 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 9, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 11, 2013 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

September 30, 2011 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 22, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

June 30 2012 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 21, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

FORM 10-K Annual Report June 30 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 28, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

March 31, 2012 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 27, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

December 31, 2011 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

September 30, 2011 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 13, 2013 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K/A 1 v3348878ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 30, 2013 Date of Report (date of Earliest Event Reported) BRAZIL GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-33714 98-0430746 (State or other j

October 9, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

June 30, 2011 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 3, 2011 EX-16.1

RBSM LLP NEW YORK, NY

Exhibit 16.1 RBSM LLP NEW YORK, NY September 30, 2011 Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Brazil Gold Corp. (the ?Company?) Form 8-K/A, Amendment No. 1, dated September 13, 2011, and are in agreement with the statements relating only to RBSM LLP contained therein. We have no basis to agree or disagree with othe

October 3, 2011 8-K/A

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 13, 2011 Date of Report (date of Earliest Event Reported) BRAZIL GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-33714 98-0430746 (State or other jurisdiction (Commission (IR

October 3, 2011 CORRESP

BRAZIL GOLD CORP. 800 BELLEVUE WAY NE, SUITE 400 BELLEVUE, WA 98004 OCTOBER 3, 2011

BRAZIL GOLD CORP. 800 BELLEVUE WAY NE, SUITE 400 BELLEVUE, WA 98004 425-922-0072 OCTOBER 3, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION CIV. OF CORPORATE FINANCE MAIL STOP 3720 WASHINGTON, D.C. 20549 Re: Brazil Gold Corp. Item 4.01 Form 8-K Filed September 19, 2011 File No. 001-33714 In response to your comment letter, dated September 21, 2011, we have amended our filing, and we are prov

September 28, 2011 NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ? Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Tran

September 28, 2011 CORRESP

September 28, 2011

September 28, 2011 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 Attention: Joseph Cascarano Re: Brazil Gold Corporation Item 4.

September 19, 2011 EX-16.1

EX-16.1

Exhibit 16.1

September 19, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 September 13, 2011 Date of Report (date of Earliest Event Reported) Brazil Gold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 September 13, 2011 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organizatio

September 15, 2011 EX-99.1

Brazil Gold Launches Next Generation Mineral Exploration Technology Initiative; Phillip Jennings Appointed CEO

Exhibit 99.1 FOR IMMEDIATE RELEASE Brazil Gold Launches Next Generation Mineral Exploration Technology Initiative; Phillip Jennings Appointed CEO BELLEVUE, WA — September 15, 2011 - Brazil Gold Corp. (OTCBB: BRZG) today announced it is launching a next-generation, mineral exploration technology initiative utilizing a patented advanced search and analytical technology known as Unified Pattern Proce

September 15, 2011 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) ? September 14, 2011 BRAZIL GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-33714 98-0430746 (State or other jurisdiction (Commission (IRS Employer of incorporation) Fil

July 15, 2011 EX-10.7

Phillip E. Jennings

Exhibit 10.7 GUARANTEE THIS GUARANTY ("Guaranty"), dated July 6, 2011, is made by Phillip E. Jennings (the "Guarantor") in favor of SOUTHRIDGE PARTNERS II, LP (together with its permitted assigns and successors, the "Holder"). Reference is made to that $50,000 secured convertible promissory note, dated of even date herewith, (the "Note") issued by BRAZIL GOLD CORP., a Nevada corporation (the "Obli

July 15, 2011 EX-10.6

STOCK PLEDGE AGREEMENT

Exhibit 10.6 STOCK PLEDGE AGREEMENT STOCK PLEDGE AGREEMENT ("Agreement") entered into as of the 6th day of July, 2011 by and among the persons set forth on Schedule 1 (the “Secured Party”), and Phillip E. Jennings, an individual with an office at 800 Bellevue Way NE, Suite 400, Bellevue, WA 98004 (“Pledgor”). RECITALS A. Pledgor has agreed to pledge certain shares as security for the performance b

July 15, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) – July 7, 2011 BRAZIL GOLD CORP. (

BRAZIL GOLD CORP. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) – July 7, 2011 BRAZIL GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-33714 98-0430746 (State or other jurisdiction (Commission (IRS

July 15, 2011 EX-10.1

EQUITY PURCHASE AGREEMENT BY AND BETWEEN BRAZIL GOLD CORP. SOUTHRIDGE PARTNERS II, LP July 7, 2011

Exhibit 10.1 EQUITY PURCHASE AGREEMENT BY AND BETWEEN BRAZIL GOLD CORP. AND SOUTHRIDGE PARTNERS II, LP Dated July 7, 2011 THIS EQUITY PURCHASE AGREEMENT entered into as of the 7th day of July, 2011 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership ("INVESTOR"), and BRAZIL GOLD CORP., a Nevada corporation (the "COMPANY"). WHEREAS, the parties desire that, u

July 15, 2011 EX-10.5

BRAZIL GOLD CORP. COMMON STOCK PURCHASE WARRANT Original Issue Date: July 6, 2011 Void After: July 6, 2018 This Warrant is Issued to SOUTHRIDGE PARTNERS II, LP

Exhibit 10.5 Exhibit 10.5 THE WARRANT EVIDENCED HEREBY, AND THE SECURITIES ISSUABLE HEREUNDER, HAVE BEEN AND SHALL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITY LAWS. THE WARRANT AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND SHALL NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECA

July 15, 2011 EX-10.4

SECURITIES PURCHASE AGREEMENT

Exhibit 10.4 Exhibit 10.4 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 6, 2011, between BRAZIL GOLD CORP., a Nevada corporation (“BRZG”), and SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership (“Purchaser”). WHEREAS, Purchaser and BRZG are executing and delivering this Agreement in reliance upon the exemption from securities registration a

July 15, 2011 EX-10.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement"), dated as of July 6, 2011, is made by and between BRAZIL GOLD CORP., a Nevada corporation ("Company"), and SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership (the "Subscriber"). RECITALS WHEREAS, upon the terms and subject to the conditions of the Securities Purchase Agreement ("Purchas

July 15, 2011 EX-10.3

BRAZIL GOLD CORP. SECURED CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 16, 2011

Exhibit 10.3 Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO

May 23, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Brazil Gold 10QSB 03-31-11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 23, 2011 EX-10.1

Exploration Expenditures

Exhibit 10.1 May 13,2011 Mr. Carlos Nostas Antezana Re: The Iluminadora Property, located in Arequipa, Peru Dear Mr. Noslas: Further to our discussions, Brazil Gold (“Brazil”) would like to acquire an interest in the Iluminadora Property from Carlos Nostas (“NOSTAS”). Brazil proposes that the following terms and conditions (all amounts are in US Dollars unless otherwise specified) form the basis o

May 17, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [

April 27, 2011 EX-10.1

Brazil Gold Corp.

EX-10.1 2 exhibit101.htm Brazil Gold Corp. April 1, 2011 Coach Capital LLC 1201 Orange Street, Suite 600 Wilmington, DE 19899-0511 Re: Memorandum of Understanding The purpose of this letter is to document the agreement between Brazil Gold Corp. ("Brazil Gold"), a Nevada corporation, and Coach Capital LLC ("Coach"), a Delaware limited liability company, regarding the settlement of the debt owed by

April 27, 2011 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) – April 25, 2011 BRAZIL GOLD CORP. (Exact name o

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) – April 25, 2011 BRAZIL GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-33714 98-0430746 (State or other jurisdiction (Commission (IRS Employer of incorporation) File nu

April 12, 2011 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 April 11, 2011 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organization) (

April 12, 2011 EX-16.1

JEWETT, SCHWARTZ ,WOLFE & ASSOCIATES HOLLYWOOD, FL

EXHIBIT 16.1 JEWETT, SCHWARTZ ,WOLFE & ASSOCIATES HOLLYWOOD, FL April 11, 2011 Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Brazil Gold Corp., (the “Company”) Form 8-K dated April 11, 2011, and are in agreement with the statements relating only to Jewett, Schwartz, Wolfe & Associates contained therein. We have no basis

February 18, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 [ ] TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 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 BR

February 14, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ..............2.50 SEC FILE NUMBER: 333-157618 CUSIP NUMBER: (Check One): Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2010 [ ]

February 14, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 February 14, 2011 Date of Report (date of Earliest Event Reported) Brazil Gold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 February 14, 2011 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organization

February 14, 2011 EX-99.1

Brazil Gold Signs Letter of Intent On Northeast Brazilian Shield Project

EX-99.1 2 exhibit991.htm FOR IMMEDIATE RELEASE Brazil Gold Signs Letter of Intent On Northeast Brazilian Shield Project BELLEVUE, WA – February 14, 2011 - Brazil Gold Corp. (OTCBB: BRZG) ("Brazil Gold"), a precious metals exploration company focused on Brazil, today announced it has entered into a non-binding Letter of Intent (LOI) with Albrook Gold Corp. (“Albrook”), a private company, to begin d

February 8, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 February 3, 2011 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organization)

February 8, 2011 EX-10.1

EX-10.1

EX-10.1 2 mutualrelease.htm

January 24, 2011 EX-99.1

Brazil Gold Signs LOI to Acquire Advanced-Stage Luziania Gold Project in Brazil Luziania Resources Estimated at 14 Tons, or 450,000 Ounces, of Gold

FOR IMMEDIATE RELEASE Brazil Gold Signs LOI to Acquire Advanced-Stage Luziania Gold Project in Brazil Luziania Resources Estimated at 14 Tons, or 450,000 Ounces, of Gold BELLEVUE, WA – January 21, 2011 - Brazil Gold Corp.

January 24, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 January 21, 2011 Date of Report (date of Earliest Event Reported) Brazil Gold C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 January 21, 2011 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organization)

December 29, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 December 22, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 December 22, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Formerly Dynamic Alert Limited) (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction

November 18, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 [ ] TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 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 B

November 16, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ..............2.50 SEC FILE NUMBER: 333-157618 CUSIP NUMBER: (Check One): Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: September 30, 2010 [

October 20, 2010 EX-10.2

NOTICE OF ELECTION TO CONVERT CONVERTIBLE PROMISSORY NOTE

EXHIBIT 10.2 Issuance Date: April 6, 2010 Maximum Principal Amount: $2,000,000 CONVERTIBLE PROMISSORY NOTE BRAZIL GOLD CORPORATION, a Nevada corporation (the "Promissor"), for value received, hereby promises to pay to COACH CAPITAL LLC, a Delaware corporation, or its assigns, (the "Holder") the principal amount of One Hundred Thousand Dollars ($100,000), plus all subsequent amounts that may be len

October 20, 2010 EX-10.3

MUTUAL RESCISSION AGREEMENT AND GENERAL RELEASE

EXHIBIT 10.3 MUTUAL RESCISSION AGREEMENT AND GENERAL RELEASE This Mutual Rescission Agreement and General Release (“Rescission Agreement”) is entered into as of June 1, 2010 (“Effective Date”) by and between BRAZIL GOLD CORP., a Nevada corporation (“BRZG”), and RUSHEEN HANDELS AG, a Swiss corporation (“RH”). The parties to this Rescission Agreement are sometimes individually referred to herein as

October 20, 2010 EX-10.1

ACQUISITION AGREEMENT

EXHIBIT 10.1 ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT, dated as of the 19th day of May, 2010 (this ?Agreement?) is entered into by and among BRAZIL GOLD CORP., a Nevada corporation (?BRZG?), and RUSHEEN HANDELS AG, a Swiss corporation (?RH?). BRZG and RH are referred to singularly as a ?Party? and collectively as the ?Parties.? WITNESSETH: WHEREAS, R.1 RH owns 99% of all of the issued and

October 20, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2010 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 CO

September 28, 2010 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ..............2.50 SEC FILE NUMBER: 333-157618 CUSIP NUMBER: (Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: June 30, 2010 [ ] Tra

September 24, 2010 EX-10.1

MUTUAL RESCISSION AGREEMENT AND GENERAL RELEASE

MUTUAL RESCISSION AGREEMENT AND GENERAL RELEASE This Mutual Rescission Agreement and General Release (“Rescission Agreement”) is entered into as of June 1, 2010 (“Effective Date”) by and between BRAZIL GOLD CORP.

September 24, 2010 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) – September 20, 2010 BRAZIL GOLD CORP. (Exact na

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) – September 20, 2010 BRAZIL GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-33714 98-0430746 (State or other jurisdiction (Commission (IRS Employer of incorporation) Fil

August 9, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 August 3, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 August 3, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organization) (

July 29, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 July 23, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 July 23, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organization) (C

July 29, 2010 EX-16.1

SCHUMACHER & ASSOCIATES, INC. Certified Public Accountants 7931 S. Broadway, #314 Littleton, CO 80122 (303) 480-5037 FAX (303) 379-5394

Exhibit 16.1 SCHUMACHER & ASSOCIATES, INC. Certified Public Accountants 7931 S. Broadway, #314 Littleton, CO 80122 (303) 480-5037 FAX (303) 379-5394 July 28, 2010 United States Securities and Exchange Commission Mail Stop 11-3 450 Fifth Street, N. W. Washington D.C. 20549 Re: Brazil Gold Corp. Dear Sirs/Madams: The undersigned Schumacher & Associates, Inc. previously acted as independent accountan

July 2, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 July 1, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 July 1, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Formerly Dynamic Alert Limited) (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of I

July 2, 2010 EX-99.1

BELLEVUE, WA--(Marketwire - 07/01/10) - Brazil Gold Corp. (OTC.BB:BRZG - News) ("Brazil Gold" or the "Company") is pleased to announce the appointment of Phillip Jennings as President and Chief Operating Officer of the Company, effective immediately.

BELLEVUE, WA-(Marketwire - 07/01/10) - Brazil Gold Corp. (OTC.BB:BRZG - News) ("Brazil Gold" or the "Company") is pleased to announce the appointment of Phillip Jennings as President and Chief Operating Officer of the Company, effective immediately. Mr. Jennings, a member of the board of directors of the Company, assumes the posts of President and COO from his position of Vice President Corporate

June 2, 2010 EX-99.2

EX-99.2

June 2, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 June 1, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 June 1, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Formerly Dynamic Alert Limited) (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of I

June 2, 2010 EX-99.1

EX-99.1

EX-99.1 2 amazoniaauditedfinancials.htm

May 20, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 May 19, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 May 19, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organization) (Co

May 20, 2010 EX-10.1

ACQUISITION AGREEMENT

ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT, dated as of the 19th day of May, 2010 (this “Agreement”) is entered into by and among BRAZIL GOLD CORP.

May 17, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 [ ] TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 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 BRAZI

May 17, 2010 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 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 D

April 7, 2010 EX-9.01

BRAZIL GOLD CORP. 800 BELLEVUE WAY NE, SUITE 400 BELLEVUE, WA 98004

BRAZIL GOLD CORP. 800 BELLEVUE WAY NE, SUITE 400 BELLEVUE, WA 98004 April 6, 2010 Ticker Symbol: OTCBB: BRZG BRAZIL GOLD ARRANGES $2 MILLION BRIDGE FINANCING FACILITY Brazil Gold Corp. (?Brazil Gold? or the ?Company?), is pleased to announce that it has entered into a bridge financing arrangement with a US-based private company for up to $2,000,000 in funding. "We are very pleased to have made thi

April 7, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 April 6, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 April 6, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organization) (C

March 24, 2010 EX-99.1

DYNAMIC CHANGES NAME TO BRAZIL GOLD CORP. & CORPORATE UPDATE March 15, 2010 OTCBB Symbol: BRZG / DYMC

DYNAMIC CHANGES NAME TO BRAZIL GOLD CORP. & CORPORATE UPDATE March 15, 2010 OTCBB Symbol: BRZG / DYMC Dynamic Alert Ltd. (the ?Company?) is pleased to announce its change-of-name to Brazil Gold Corp., and new trading symbol ?BRZG?, effective immediately. At the open of trading today, the Company is listed and trades with its new name and symbol. Phillip Jennings, Vice President Business Developmen

March 24, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 March 15, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 March 15, 2010 Date of Report (date of Earliest Event Reported) Brazil Gold Corp. (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organization) (

February 16, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2009 [ ] TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2009 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 DY

January 13, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 January 7, 2010 Date of Report (date of Earliest Event Reported) Dynamic Alert

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 January 7, 2010 Date of Report (date of Earliest Event Reported) Dynamic Alert Limited (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organizati

December 21, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 December 21, 2009 Date of Report (date of Earliest Event Reported) Dynamic Aler

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 December 21, 2009 Date of Report (date of Earliest Event Reported) Dynamic Alert Limited (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organiza

December 9, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 December 8, 2009 Dynamic Alert Limited (Exact Name of Registrant as Specified i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 December 8, 2009 Dynamic Alert Limited (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organization) (Commission File No.) (I.R.S. Employer Ident

November 13, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 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 D

November 13, 2009 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 November 13, 2009 Date of Report (date of Earliest Event Reported) Dynamic Alert Limited (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organiza

November 13, 2009 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 November 13, 2009 Date of Report (date of Earliest Event Reported) Dynamic Aler

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 November 13, 2009 Date of Report (date of Earliest Event Reported) Dynamic Alert Limited (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organiza

October 9, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2009 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 DYNAMIC ALERT

September 29, 2009 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ..............2.50 SEC FILE NUMBER: 333-157618 CUSIP NUMBER: (Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: June 30, 2009 [ ] Tra

August 3, 2009 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 July 29, 2009 Date of Report (date of Earliest Event Reported) Dynamic Alert Limited (Exact Name of Registrant as Specified in its Charter) NEVADA 001-33714 98-0430746 (State or Other Jurisdiction of Incorporation or Organization

May 15, 2009 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) May 12, 2009 Commission File Number 333-119566 DYNAMIC ALERT LIMITED (Exact name of registrant as specified in its charter) Nevada 98-0430746 State or other jurisdiction of (I.

May 14, 2009 10-Q

FORM 10-Q

final10q2009033109.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SEC

February 13, 2009 10-Q

FORM 10-Q (Mark One)

q20081231final.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2008 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECU

February 2, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

changeofdirectors.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) January 30, 2009 Commission File Number 333-119566 DYNAMIC ALERT LIMITED (Exact name of reg

November 13, 2008 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) September 19, 2008 Commission File Number 333-119566 DYNAMIC ALERT LIMITED (Exact name of registrant as specified in its charter) Nevada 98-0430746 State or other jurisdiction of (I.

November 13, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR [ ] TRANSITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 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 D

November 13, 2008 EX-99.1 CHARTER

DYNAMIC ALERT NEGOTIATES WITH MEDICAL CANNABIS RESEARCH & DEVELOPMENT FIRM AND APPOINTS FORMER CEO OF NORML, RICHARD COWAN AS DIRECTOR & CEO

DYNAMIC ALERT NEGOTIATES WITH MEDICAL CANNABIS RESEARCH & DEVELOPMENT FIRM AND APPOINTS FORMER CEO OF NORML, RICHARD COWAN AS DIRECTOR & CEO For Immediate Release, September 19, 2008 San Francisco, CA.

November 13, 2008 EX-99.1 CHARTER

Dynamic Signs Asset Acquisition Deal with Cannex and Brings Onboard Leading Medical Cannabis Research Scientist Dr. Robert Melamede Biology Chairman (ret) and Associate Professor, Biology Department University of Colorado

dymcnewsoct22cannexrevised.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing Dynamic Signs Asset Acquisition Deal with Cannex and Brings Onboard Leading Medical Cannabis Research Scientist Dr. Robert Melamede Biology Chairman (ret) and Associate Professor, Biology Department University of Colorado SAN FRANCISCO, Oct. 22, 2008, Dynamic Alert Limited (OTC Bulletin Bo

September 18, 2008 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (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, 2008 OR [ ] TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (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, 2008 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 DYNAMIC ALER

May 7, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR [ ] TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 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 DYN

February 14, 2008 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2007 OR [ ] TRANSIT

10QSB 1 cleanfinalversiondynamic10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2007 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

November 14, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 OR [ ] TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 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

October 9, 2007 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (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, 2007 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 DYNAMIC ALER

September 28, 2007 10-12B

DYNAMIC ALERT LIMITED (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.

September 24, 2007 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

form8afiling.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DYNAMIC ALERT LIMITED (Exact name of registrant as specified in its charter) Nevada 98-0430746 (State o

July 10, 2007 10QSB/A

Registrant’s telephone number, including area code: (604) 202-6747

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 1 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 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 Num

June 4, 2007 10QSB

Registrant’s telephone number, including area code: (604) 202-6747

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 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 DYN

March 21, 2007 10QSB

45563 RPO Sunnyside, Surrey, B.C. V4A 9N3 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (604) 202-6747

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2006 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

March 2, 2007 EX-16

4350 Wadsworth Boulevard, Suite 300 Wheat Ridge, Colorado 80033, Phone (303) 424-2020 Fax (303) 424-2828

dynamicexh161.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing EXHIBIT 16.1 Miller and McCollom, CPAs 4350 Wadsworth Boulevard, Suite 300 Wheat Ridge, Colorado 80033, Phone (303) 424-2020 Fax (303) 424-2828 February 26, 2007 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. USA 20549 Re: Dynamic Alert Limited Dea

March 2, 2007 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) February 26, 2007 Commission File Number 333-119566 DYNAMIC ALERT LIMITED (Exact name of registrant as specified in its charter) Nevada 98-0430746 State or other jurisdiction of (I.

December 22, 2006 10QSB

As filed with the Securities and Exchange Commission on December 22, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

As filed with the Securities and Exchange Commission on December 22, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 7, 2006 CORRESP

This letter shall serve as an undertaking of Dynamic Alert Limited to amend the prospectus included in its Form SB-2/A, Amendment #10, to include the following disclosure in Item 17, page 19 of such prospectus:

letterofundertaking110706.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing Dynamic Alert Limited 45563 RPO Sunnyside Phone: 604 202-6747 Surrey, BC V4A 9N3 Fax: (604) 536-8972 CANADA November 7, 2006 Via Electronic Filing via Edgar Mr. John Reynolds - Assistant Director Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Dear Mr. Reynol

November 7, 2006 CORRESP

This letter shall serve as the formal request of Dynamic Alert Limited that the effective date of the Registration Statement on Form SB-2 Amendment No. 10 filed with the Securities and Exchange Commission on October 30, 2006 be accelerated to be effe

accelerationletter110706.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing Dynamic Alert Limited 45563 RPO Sunnyside Phone: 604 202-6747 Surrey, BC V4A 9N3 Fax: (604) 536-8972 CANADA November 7, 2006 Via Electronic Filing via Edgar Mr. John Reynolds - Assistant Director Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Dear Mr. Reynold

October 30, 2006 CORRESP

LAWLER & ASSOCIATES a professional law corporation 11622 El Camino Real, Suite 100 San Diego, California, 92130 Telephone: 888-675-0888 Facsimile: 866-506-8877

LAWLER & ASSOCIATES a professional law corporation 11622 El Camino Real, Suite 100 San Diego, California, 92130 Telephone: 888-675-0888 Facsimile: 866-506-8877 W.

October 30, 2006 SB-2/A

As filed with the Securities and Exchange Commission on October 30 , 2006 File No. 333-119566 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 10 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

As filed with the Securities and Exchange Commission on October 30 , 2006 File No.

October 5, 2006 SB-2/A

SB-2/A

As filed with the Securities and Exchange Commission on October 5 , 2006 File No. 333-119566 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 9 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYNAMIC ALERT LIMITED (Name of small business issuer in its charter) NEV

October 5, 2006 CORRESP

LAWLER & ASSOCIATES a professional law corporation 11622 El Camino Real, Suite 100 San Diego, California, 92130 Telephone: 888-675-0888 Facsimile: 866-506-8877

LAWLER & ASSOCIATES a professional law corporation 11622 El Camino Real, Suite 100 San Diego, California, 92130 Telephone: 888-675-0888 Facsimile: 866-506-8877 W.

July 26, 2006 SB-2/A

SB-2/A

As filed with the Securities and Exchange Commission on July 26, 2006 File No. 333-119566 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYNAMIC ALERT LIMITED (Name of small business issuer in its charter) NEVADA

July 26, 2006 CORRESP

LAWLER & ASSOCIATES a professional law corporation 41877 Enterprise Circle N., Suite 220 Temecula, California, 92592 Telephone: 951-506-8888 Facsimile: 951-506-8877

LAWLER & ASSOCIATES a professional law corporation 41877 Enterprise Circle N., Suite 220 Temecula, California, 92592 Telephone: 951-506-8888 Facsimile: 951-506-8877 W. SCOTT LAWLER, ESQ. Admitted in California July 26, 2006 Mr. John Reynolds, Assistant Director Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Re: Dynamic Alert Limited (the "Company") Amendment No. 7

April 21, 2006 SB-2/A

SB-2/A

As filed with the Securities and Exchange Commission on April 20 , 2006 File No. 333-119566 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 7 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYNAMIC ALERT LIMITED (Name of small business issuer in its charter) NEVA

April 21, 2006 CORRESP

LAWLER & ASSOCIATES a professional law corporation 41877 Enterprise Circle N., Suite 220 Temecula, California, 92592 Telephone: 951-506-8888 Facsimile: 951-506-8877

LAWLER & ASSOCIATES a professional law corporation 41877 Enterprise Circle N., Suite 220 Temecula, California, 92592 Telephone: 951-506-8888 Facsimile: 951-506-8877 W. SCOTT LAWLER, ESQ. Admitted in California Thursday, April 20, 2006 Mr. John Reynolds - Assistant Director Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Re: Dynamic Alert Limited (the "Company") Amen

March 8, 2006 CORRESP

LAWLER & ASSOCIATES a professional law corporation 41877 Enterprise Circle N., Suite 220 Temecula, California, 92592 Telephone: 951-506-8888 Facsimile: 951-506-8877

United States Securities and Exchange Commission LAWLER & ASSOCIATES a professional law corporation 41877 Enterprise Circle N.

March 8, 2006 SB-2/A

As filed with the Securities and Exchange Commission on March 8 , 2006 File No. 333-119566 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYN

As filed with the Securities and Exchange Commission on March 8 , 2006 File No. 333-119566 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYNAMIC ALERT LIMITED (Name of small business issuer in its charter) NEVAD

January 10, 2006 CORRESP

LAWLER & ASSOCIATES a professional law corporation 41877 Enterprise Circle N., Suite 220 Temecula, California, 92592 Telephone: 951-506-8888 Facsimile: 951-506-8877

LAWLER & ASSOCIATES a professional law corporation 41877 Enterprise Circle N., Suite 220 Temecula, California, 92592 Telephone: 951-506-8888 Facsimile: 951-506-8877 W. SCOTT LAWLER, ESQ. Admitted in California Monday, January 09, 2006 Mr. John Reynolds - Assistant Director Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Re: Dynamic Alert Limited (the "Company") Amen

January 10, 2006 SB-2/A

SB-2/A

As filed with the Securities and Exchange Commission on January 10, 2006 File No. 333-119566 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYNAMIC ALERT LIMITED (Name of small business issuer in its charter) NEV

October 7, 2005 CORRESP

LAWLER & ASSOCIATES a professional law corporation 1530 9th Avenue, S.E. Calgary, Alberta T2G 0T7 Telephone: 403-693-8014

Comment LAWLER & ASSOCIATES a professional law corporation 1530 9th Avenue, S.E. Calgary, Alberta T2G 0T7 Telephone: 403-693-8014 Facsimile: 403-272-3620 W. SCOTT LAWLER, ESQ. Admitted in California Wednesday, October 05, 2005 Via Edgar and Overnight Courier United States Securities and Exchange Commission 450 Fifth Street, N.W., Washington, D.C. 20549 Attention: Mr. John Reynolds, Assistant Direc

October 7, 2005 SB-2/A

Endnotes

As filed with the Securities and Exchange Commission on October 5 , 2005 File No. 333-119566 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYNAMIC ALERT LIMITED (Name of small business issuer in its charter) NEV

June 27, 2005 SB-2/A

As filed with the Securities and Exchange Commission on June 27 , 2005 File No. 333-119566 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYN

As filed with the Securities and Exchange Commission on June 27 , 2005 File No. 333-119566 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYNAMIC ALERT LIMITED (Name of small business issuer in its charter) NEVAD

June 1, 2005 CORRESP

LAWLER & ASSOCIATES a professional law corporation 1530 9th Avenue, S.E. Calgary, Alberta T2G 0T7 Telephone: 403-693-8014 Facsimile: 403-272-3620

LAWLER & ASSOCIATES a professional law corporation 1530 9th Avenue, S.E. Calgary, Alberta T2G 0T7 Telephone: 403-693-8014 Facsimile: 403-272-3620 W. SCOTT LAWLER, ESQ. Admitted in California June 1, 2005 Via Edgar and Overnight Courier United States Securities and Exchange Commission 450 Fifth Street, N.W., Washington, D.C. 20549 Attention: Mr. John Reynolds, Assistant Director Office of Emerging

June 1, 2005 SB-2/A

As filed with the Securities and Exchange Commission on June 1, 2005 File No. 333-119566 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYNAM

As filed with the Securities and Exchange Commission on June 1, 2005 File No. 333-119566 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYNAMIC ALERT LIMITED (Name of small business issuer in its charter) NEVADA

February 8, 2005 SB-2/A

SB-2/A

FORM SB-2 AMENDMENT NO.1 As filed with the Securities and Exchange Commission on February 8, 2005 File No. 333-119566 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYNAMIC ALERT LIMITED (Name of small business i

February 8, 2005 CORRESP

LAWLER & ASSOCIATES a professional law corporation 1530 9th Avenue, S.E. Calgary, Alberta T2G 0T7 Telephone: 403-693-8014 Facsimile: 403-272-3620

RESPONSE LETTER LAWLER & ASSOCIATES a professional law corporation 1530 9th Avenue, S.

October 6, 2004 EX-3

ARTICLES OF INCORPORATION DYNAMIC ALERT LIMITED

ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION OF DYNAMIC ALERT LIMITED The undersigned, acting as incorporator, pursuant to the provisions of the laws of the State of Nevada relating to private corporations, hereby adopts the following Articles of Incorporation: ARTICLE ONE.

October 6, 2004 EX-3

DYNAMIC ALERT LIMITED (a Nevada corporation) SECTION 1 SHAREHOLDERS' AND SHAREHOLDERS' MEETINGS

BYLAWS BYLAWS OF DYNAMIC ALERT LIMITED (a Nevada corporation) SECTION 1 SHAREHOLDERS' AND SHAREHOLDERS' MEETINGS 1.

October 6, 2004 SB-2

SB-2

FORM SB-2 As filed with the Securities and Exchange Commission on October 6, 2004 Registration No.

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista