Connexus Corporation (CNXS)

[Gaintrader]

Not certain what you mean, but here you go;

Not mentioned in BRZG's below copied event sequence taken from the 3/31/14 10-Q, is that between 2010 and mid 2013 the past management of BRZG basically operated in a fashion very similar to a pump and dump, with stories of creating a gold mine on purchased land in Alabama, the purchase of a mining company, and the customary taking on of plenty of convertible debt in the process. In mid 2013 Conrad Huss assumed the ticker and the debts. Mr Huss proceeded to flood the market by converting away almost all of that debt before the end of December 2013, he also brought the quarterly filings up to date, and then proceeded to reverse spit the stock 1000 to 1, while also creating the two new series of 8% preferred shares. A few of his friends that just went BK in the pig farming business due to a case of cooked books, were looking for a ticker so they could try the pig business model out on beef cattle this time. 1.5 BILLION issued shares later ( a majority at .0002 and .0001 ) pretty much brings you up to today. The above is based partly on my own opinions and understanding of past filings, it is not investment advise.

From BRZG's 10-Q 3/31/14, page 9;

https://www.sec.gov/Archives/edgar/data/1301075/000107878214000856/f10qa033114_10qz.htm


Note 1 - Organization and Operations

Brazil Gold Corp. (Formerly " Dynamic Alert Limited")

Dynamic Alert Limited (“the Company”) was incorporated in the State of Nevada, on June 17, 2004. On December 22, 2009, as amended on February 25, 2010, pursuant to the provisions of Articles of Merger, Dynamic Alert Limited, and its wholly-owned subsidiary, Brazil Gold Corp., a Nevada Corporation which was incorporated on November 3, 2009, were merged, with Dynamic Alert Limited being the surviving entity. In connection with such merger, on March 15, 2010, the Company’s name was changed from Dynamic Alert Limited to Brazil Gold Corp.

Since inception up until November 2009 the Company engaged in the business of providing its customers with security professionals, who in turn would provide personal protection as needed, as well as selling a selection of personal security products. The Company changed its status from a development stage company to an operating company on June 30, 2008. Management realized that the results of operations from security products and services were lackluster, and it was decided to change the Company’s business focus and plan for other strategic opportunities and discontinue the security operations with effect from January 1, 2010. Effective January 1, 2010, the Company started reviewing mineral exploration and other opportunities with the objective of generating revenue for the Company.

On April 7, 2014, the Company made a change in business direction which were disclosed in a Form 8-K filing with the Securities and Exchange Commission (“SEC”) on April 11, 2014 (the “April 11 8-K.”) The April 11 8-K disclosed, among other recent developments, the following:

·
the filing of Certificates of Designation with the Nevada Secretary of State creating two new classes of preferred stock, series B 8% convertible preferred stock and series C 8% convertible preferred stock;

·
the resignation of Conrad Huss as the Company’s Chief Executive Officer and Secretary, but remaining as a director and the Company’s President;

·
the election of Stephen Price and Gerard Daignault as directors of the Company and their appointments as the Chief Executive Officer and the Chief Financial Officer and Secretary of the Company, respectively;

·
the issuance of shares of series B preferred stock to Messrs. Price and Daignault for serving as officers and directors of the Company;

·
the entry into consulting agreements with an institutional investor and Adirondack Partners LLC to provide advisory services to the Company in exchange for shares of series C preferred stock;

·
the entry into an Equity Purchase Agreement and Registration Rights Agreement with an institutional investor in connection with a future financing of up to $5.0 million in shares of the Company’s common stock;

·
the retirement of the Company’s existing shares of series A preferred stock;

·
the authorization to form a subsidiary to participate in the livestock industry;

·
the authorization to change the corporate name of the Company to Conexus Corp.; and

·
the authorization to move the Company’s principal executive office to Hendersonville, Tennessee.

The Company subsequently filed a current report on Form 8-K on May 4, 2014 to report a change in the Company’s certifying accountant and a current report on Form 8-K on May 5, 2014 to provide more information about the Company’s proposed beef cattle operations.