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 jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File number) | Identification No.) |
850 3rd Avenue, 16th
Floor, New York, NY 10022
(Address of principal executive offices, including zip code)
(212) 508-2175
(Registrant’s telephone number, including area code)
800 Bellevue Way NE, Suite 400, Bellevue, WA 98004
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignations
Effective January 30, 2013 the following individuals resigned as officers and or directors of Brazil Gold, Corp. (the “Company”): Hiro Mitsuchi resigned as director; Phillip E. Jennings resigned as director, Chief Executive Officer and Chief Operating Officer; Lisa Boksenbaum resigned as General Counsel, and Leigh Freeman resigned as an officer and director of the Company.
Appointment
Effective January 30, 2013 Conrad Huss, age 64, was named Director, Chief Executive Officer, Secretary and Chief Financial Officer of the Company. There are no written agreements between the Company and Mr. Huss, but the Company has agreed to pay Mr. Huss $4,000 per month that he serves in such capacity. Mr. Huss is a financial professional with over 25 years of investment banking and operating experience. Most recently he was with Ocean Cross Capital Markets as senior Managing Director. Previously he was a Senior Managing Director at Southridge Investment Group. Mr. Huss was on the Board of Directors of Infinity Capital Group, Inc. until September, 2010.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DATE: February 12, 2013
BRAZIL GOLD CORP.
By: /s/ Conrad Huss
Name: Conrad Huss
Title: CEO