UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
242 West Main Street, Hendersonville, Tennessee
(Address of principal executive offices)
Registrant's telephone number, including area code: (888) 613-7164
(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):
.Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
.Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
.Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
.Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 10, 2014, Brazil Gold Corp., a Nevada corporation (the Company), filed an amendment to its Articles of Incorporation (the Amended Certificate) with the Nevada Secretary of State to change the Companys corporate name from Brazil Gold Corp. to Conexus Cattle Corp. The name change effected by the Amended Certificate was effective as of June 10, 2014.
The Companys Board of Directors had previously adopted and stockholders holding a majority of the Companys outstanding voting shares had approved the name change by written consent. The Company has notified the Financial Industry Regulatory Authority (FINRA) of its name change and requested FINRA to approve a new trading symbol reflecting its new name. The name change of Brazil Gold Corp. (BRZG) to Conexus Cattle Corp. and the 1-1,000 reverse split will be announced 1/9/2015 on our Daily List.
Item 8.01 Other Events.
As disclosed in our definitive Information Statement on Schedule 14C as filed with the Securities and Exchange Commission on December 16, 2014, the board of directors and majority stockholder of our company approved a Certificate of Amendment to our Certificate of Incorporation to:
effect a reverse stock split of our outstanding common stock on the basis of one for one thousand (1:1,000).
The effective date of this action is January 12, 2015. Our CUSIP number will change to 207146101. The name change/reverse split will take effect at the open of business 1/12/2015. The new symbol will be BRZGD. The D will be removed in 20 business days and the symbol will change to CNXS.
As a result of the reverse stock split, each 1,000 shares of our common stock issued and outstanding, or held as treasury shares, immediately prior to the effective date of the reverse stock split becomes one share of our common stock on the effective date of the reverse stock split. No fractional shares of common stock will be issued to any shareholder in connection with the reverse stock split and all fractional shares which might otherwise be issuable as a result of the reverse stock split will be rounded up to the nearest whole share.
After the effective date of the reverse stock split, each certificate representing shares of pre-reverse stock split common stock will be deemed to represent 1/1000th of a share of our post-reverse stock split common stock, subject to rounding for fractional shares, and the records of our transfer agent, Empire Stock Transfer Co., Inc., will be adjusted to give effect to the reverse stock split. Following the effective date of the reverse stock split, the share certificates representing the pre-reverse stock split common stock in our former name will continue to be valid for the appropriate number of shares of post-reverse stock split common stock, adjusted for rounding, in our new name. Certificates representing shares of the post-reverse stock split under our new name will be issued in due course as certificates for pre-reverse stock split common shares are tendered for exchange or transfer to our transfer agent. We request that shareholders do not send in any of their stock certificates at this time.
Item 9.01 Exhibits.
Certificate of Amendment to Articles of Incorporation
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.
Conexus Cattle Corp.
January 9, 2015
/s/ Steve Price
Conexus Cattle Corporation
Chief Executive Officer