Annual Report (10-k)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended June 30, 2014

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.

(Exact name of registrant as specified in its charter)

Nevada

98-0430746

State or other

jurisdiction of

(I.R.S. Employer
Identification no.)

incorporation or
organization

242 West Main Street
Hendersonville, Tennessee	37075
(Address of principal executive offices)	(zip code)

(888) 613-7164

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

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

Common Stock, $0.001 Par Value

(Title of class)

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

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

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

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

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

The aggregate market value of the voting stock held by non-affiliates of the registrant on December 31, 2013, the end of our fiscal second quarter, (computed by reference to the closing price of such stock on such date) was approximately $100,000.

The number of shares of common stock issued and outstanding as of September 29, 2014: 2,387,368,551 shares

TABLE OF CONTENTS

		Page

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	15
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 8.	Financial Statements and Supplementary Data	18
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	19
Item 9A.	Controls and Procedures	19
Item 9B.	Other Information	19
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	20
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13.	Certain Relationships and Related Transactions, and Director Independence	27
Item 14.	Principal Accountant Fees and Services	28
PART IV		28
Item 15.	Exhibits and Financial Statement Schedules
SIGNATURES		29

PART I

ITEM 1 BUSINESS

Plan of Operation

Conexus Cattle Corp. is engaged in the early stages of establishing a new venture in the beef cattle production industry. In early 2014, we began to transition our prior primary business centered around precious metal exploration, under the then name of Brazil Gold Corp., into this new venture. 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 who have many years of experience in all aspects of live animal agriculture. In connection with this venture, we changed our corporate name to Conexus Cattle Corp. in June 2014, reflecting our broader business interests.

Beef cattle represent a significant portion of live animal agriculture in the United States. Contrary to the popular imagination, the industry is largely comprised of very small operations. As compared with the consolidation that has been witnessed in hog and poultry operations, there has been very limited consolidation of beef cattle operations. Today, there are more than 725,000 cattle ranches in the United States with an average herd size of slightly over 40 cows per ranch, according to the National Cattlemen’s Beef Association, an independent industry organization.

Since 1960, the number of hog operations has declined to 50,000 from 1,800,000 operations, with the average hog inventory at these operations having grown to 1,800 from 50 hogs. During the same period, poultry operations have declined to 25,000 from 2,200,000 operations, with the average broiler inventory having grown to 50,000 from 25 chickens, according to the 2007 USDA Census of Agriculture. By comparison, cattle operations have been reduced by only 20% since 1993. The top 25 domestic cow/calf operations, as reported by the National Cattlemen’s Beef Association, represent less than 1% of the total domestic production base of 29 million head.

Our object is to become one of the largest beef cattle operations in the United States on the basis of a shared economic model that provides regular and stable cash flow to contract cattlemen (landowners). We expect to benefit from economies of scale, efficiencies and operating leverage, which is not available to the small rancher. Further, we will largely limit our use of financial leverage to financing our highly liquid inventory – the cattle themselves – without bearing the capital cost of land acquisition and ownership.

Many of America’s traditional cattle producers raise cattle as part of their rural lifestyle and to supplement their income. Our plan for consolidation is to offer these cattlemen an opportunity to deleverage through the sale of the animals to our company while also entering into a contract to care for the cattle on their property for a fee. The cattleman will continue to have cattle on their property, preserving their way of life, while greatly reducing the operating burden and cash flow issues associated with a small operation and receive a stable stream of income.

Our Business Model

Our model is to purchase animals from cattlemen/landowners for the market price and to simultaneously enter into a contract with each cattleman whereby the cattleman will continue to monitor the herd. Under this contract, the cattleman will be paid a monthly fee with an annual bonus potential. We intend to assemble multiple production pods of 5,000 head in geographically concentrated areas and to manage each production pod as a unit. We will take on the responsibility of genetic selection, providing veterinary protocols and care, designing and purchasing nutritional inputs, marketing and transportation. We expect that significant savings will be achieved through economies of scale, genetic performance, consistent cattle quality and higher cattle market weights, reduced marketing costs, transportation savings and feed cost.

An integral and fundamental component of our business model is to apply a disciplined set of standard operation procedures (SOPs) to our operations. This will be an essential component of fully realizing the economic benefits described above. These SOPs will bring demonstrated best practices and operating discipline that are difficult for a small rancher to consistently achieve and apply on their own. The application and management of the SOPs will be fashioned and based on the well-developed contract grower model that is common in the hog industry. We intend to demonstrate operating discipline through the consistent application of best practices to areas including bull management, genetics, nutrition, veterinary care and marketing.

We have identified more than $450 of supply chain inefficiencies for each animal sold in the current fragmented beef cattle production system. Our business model is focused on eliminating these inefficiencies and capturing the resulting profit and cash flow. For example, with the scale envisioned by our business model, incremental profit will be realized through the disintermediation of at least two service providers that are currently an important part of the market chain for the small producer – the backgrounder and the livestock auction barn complex.

Our focus is on cows and calves. The industry structure is such that feedlots consolidate masses of young animals and feed them until they reach market weight, at which point the animals are sold under contract to processors. The commodity price risk associated with cattle production is largely experienced in this feeding segment of the industry and not in the cow/calf stage of production. Cows feed on grass for the majority of the year. This grass is grown and the cattle graze on land unsuitable for the production of cash crops such as corn, soy or wheat. During the winter months or during drought, the grass is supplemented by hay. Our scale and financial resources will allow us to purchase and store hay at favorable prices for use during winter months or drought.

Our geographic focus will be the central and southern states of Kentucky, Tennessee, Virginia, Missouri, Kansas, Arkansas, northern Mississippi, northern Alabama, eastern Oklahoma, east Texas, southern Indiana and southern Illinois. Initially, our emphasis will be in Kentucky, Tennessee and southern Indiana and in the tri-state corner of Kansas, Missouri and Oklahoma. These areas have a significant density of ranches that fit the size criteria of 40 to 250 head and lend themselves to establishment of multiple production pods of 5,000 head each. This geographic area also has consistently good levels of precipitation and grassland that will support a relatively high density of animals per acre.

We do not expect to process, prepare, package or deliver beef products or participate in the upstream levels of the U.S. beef supply chain like some of the world’s largest vertically-integrated beef processing companies. Instead, after cattle raising and feeding, we expect to sell live cattle to regional beef processing facilities and feedlot operators strategically located near our planned operations. We do not anticipate any demand restrictions for beef cattle, and may in the future consider sales through forward purchase arrangements in which we would commit the cattle to sale before the cattle are delivered to processors’ facilities or sales on the spot market at daily market prices. We expect to contract with third party carriers to deliver our products to our customers.

Operational Flow Illustration

A description of how our operation is currently expected to work is illustrated below:

Our business development team will first establish relationships with, and generate prospective cattleman leads from, various agriculture-related professionals in our target markets. Local agriculture bankers, veterinarians, real estate agents and farm equipment dealers are among those agriculture professionals that our business development team will be responsible for contacting.

Our employees will then make contact with and qualify the prospective cattleman. Qualified cattlemen would be expected to have sufficient pasture land, fencing, drinking water and livestock management experience to manage our cattle. We will determine the number of acres of pasture required for each cow utilizing local University Agriculture Extension guidelines. Additionally, we intend to examine the candidate’s hay handling and storage capabilities, vitamin and mineral feeding equipment and cattle handling facilities.

Our employees will subsequently enter into production contracts with those cattlemen that satisfy our criteria. The terms of the contract will specify that we will provide to the cattleman cows and bulls and procure hay, feed, vitamins, minerals, veterinary care and other production inputs at our expense, and the cattleman will provide fenced pasture land, water, equipment and animal care in accordance with our SOPs. The cattleman will receive a fixed monthly fee per cow and will have an opportunity to earn an annual production bonus based on calf production and adherence to our SOPs. Our employees will transport animals intended for sale from the farm on a periodic basis.

On an ongoing basis, our production team will manage the cattleman relationship and work with them to assure understanding and application of our SOPs. The production managers will monitor cattle inventories, order needed supplies and veterinary care, and assure SOP compliance through regular on-site visits and phone consultations. Our cattlemen and production teams will produce quality feeder cattle ready to be marketed by our marketing staff to cattle feedlots and meat packers.

Industry Background

Food production is sometimes referred to in the media as the world’s biggest industry and animal products are a large component of this industry representing 39% of the world’s supply of edible protein according to the Food and Agricultural Organization of the United Nations. In the United States, cattle produced for beef and milk represent a significant portion of live animal agriculture. The U.S. beef supply chain, like that of many industries, consists of numerous links. In particular, the beef production segment of the chain is comprised of forage-based cow/calf breeding operations, forage-based calf growing operations, grain-based feedlot operations, cattle harvest and beef processing facilities.

Historically, the cow/calf segment of the industry has been glamorized by images of very large herds on very large ranches, cowboys and cattle drives. Contrary to the popular imagination, the industry is largely comprised of many small operations. Today, there are more than 725,000 cattle ranches in the United States with an average herd size of slightly over 40 cows per ranch, according to the National Cattlemen’s Beef Association. As compared with the consolidation that has been witnessed in hog and poultry operations, there has been very limited consolidation of beef cattle operations resulting in a fragmented supply chain relative to beef’s protein competitors, pork and poultry.

The agriculture producer base is aging. Based on USDA census data, the average age of farmers and ranchers has been steadily increasing over the last 30 years. In 1982, the average American farmer was 50 years old; by 2012, the average age had risen to 58. While many factors may contribute to this rise in average age when surveyed by Meredith Agrimedia, an independent media company serving rural and farm families, young and aspiring farmers point to the difficulty accessing capital and the lack of available land as the two leading limiting factors to entering farming. Agricultural land has become ever more expensive and the capital requirements of modern agriculture ever greater.

Due to its highly fragmented nature, the beef cattle industry has not had the degree of supply chain integration that has become standard in other areas of agriculture. Driven in part by consumers’ growing demand to understand the origin and production characteristics of their food, and heightened awareness of animal care and handling issues, there is a growing focus on beef supply chain management. The supply chain is evolving such that processors will seek beef cattle that are well documented as to their genetic profile, health and vaccination history, and the management practices of their care. Additional supporting documentation, to aid in traceability and for the verification/validation of the animals’ genetic, health and care history are being discussed and requested. Growers who can meet these requirements will be able to demand premium pricing for their animals.

During the last decade, the size of the nation’s beef cattle herd has contracted to levels equal to those of the immediate post-war period of the late 1940s. This decline reflects the twin dynamics of the ethanol-driven corn boom that began in 2007 and the drought in the Western and Southwestern cattle states of recent years. The emphasis on corn in the Midwest turned land that had been used for pasture into land cultivated for corn. The reduced amount of Midwestern land available for grazing and the Western drought have caused the beef cattle herd to shrink. However, this has led to positive margins for cow/calf operations reflecting the shortage of supply. Industry observers believe it will take multiple years for the size of the domestic herd to recover and that the strong profitability will remain in the cow/calf segment while the herd is rebuilt.

Competition

The beef industry is highly competitive. Our future products will compete with a large number of other protein sources, including poultry and fish, but our principal competition will come from other cattle producers. Competitors will likely be seeking to purchase breeding stock and operating inputs, as well as to secure leases on suitable pastures. Other cattle producers may also seek to sell their live animals to our customers or potential customers. We may also encounter new competitors with greater financial and other resources seeking to replicate our business model.

Regulation and Environmental Matters

Our operations will be subject to regulation by the United States Food and Drug Administration (“FDA”), the United States Department of Agriculture (“USDA”), the United States Environmental Protection Agency (“EPA”) and other state and local authorities. Although we will not be involved in food processing, packaging, storage, distribution, advertising and labeling, food safety practices and procedures in the meat processing industry have been subject to intense scrutiny and oversight by the USDA. Wastewater, storm water and air discharges from our future operations may be subject to regulation by the EPA and other state and local authorities.

Intellectual Property

We do not hold any patents, trademarks or other registered intellectual property on products, services or processes relating to our business. We do not consider the grant of patents, trademarks or other registered intellectual property essential to the success of our business.

Insurance

We maintain insurance with respect to our operations in such form, in such amounts and with such insurers as is customary in the business which we are engaged. We believe the amount and form of our insurance coverage is sufficient.

Seasonality

The beef cattle reproductive cycle is subject to seasonal variations. Extreme weather conditions such as heat, cold and drought can adversely impact breeding efficiency, birthing complexity and calf survivability. Although we intend to stagger our cattle breeding seasons, conditions impacting the beef cattle reproductive cycle may cause our operating results to vary between fiscal quarters.

Employees

As of September 29, 2014, we employed two of our executive officers on a full-time basis, and one part-time employee who serves in an administrative role. We use independent contract labor to deliver services to our clients. No employees or contractors are covered by collective bargaining agreements. We consider relations with our employees and contractors to be good.

Attendant Risks to Our Plan

We have identified several potential cattlemen and landowners which will launch our new venture; however, at this time we have only limited verbal assurances, and no binding agreements, with respect to any such arrangements, and there can be no assurance that we will gain the necessary foothold to achieve the level of industry consolidation that we expect.

The process of integrating ranches and herds throughout our intended geographic area may result in unforeseen operating difficulties and expenditures.

Our future operations will be impacted by factors and forces beyond our control such as outbreaks of livestock disease and severe drought conditions which impair the health and growth of livestock, and fluctuations in live cattle prices and feed prices.

We do not yet have the financing needed to acquire a meaningful number of cattle. We will require both debt and equity financing to achieve our business objectives. Current shareholders may be diluted as a result of additional financing.

Related Corporate Developments

On April 7, 2014, we made a number of significant changes to our business, which were detailed in our current report on Form 8-K filed with the SEC on April 11, 2014. The Form 8-K disclosed, among other corporate developments, the following events:

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;

resignation of Conrad R. Huss as our Chief Executive Officer, Chief Financial Officer and Secretary, but remaining as our President and a member of our Board of Directors;

election of Stephen J. Price and Gerard Daignault as directors of the company and their appointments as our Chief Executive Officer and our Chief Financial Officer and Secretary, respectively;

issuance of shares of our series B preferred stock to Messrs. Price and Daignault for serving as officers and directors of our company;

entry into consulting agreements with ASC Recap and Adirondack Partners LLC to provide advisory services to our company in exchange for shares of our series C preferred stock;

entry into an Equity Purchase Agreement and Registration Rights Agreement with ASC Recap LLC in connection with a financing of up to $5.0 million in shares of our common stock;

retirement of the existing shares of our series A preferred stock;

authorization to form our Conexus Cattle LLC subsidiary to participate in the livestock industry;

authorization to change our corporate name to Conexus Cattle, which we accomplished on June 10, 2014; and

authorization to move our principal executive office to Hendersonville, Tennessee.

We subsequently filed a current report on Form 8-K on May 4, 2014 to report a change in our certifying accountant.

On April 15, 2014, the Company entered into a lease agreement for five tracts of property which will serve as our cattle processing location. The rent is $60,000 annually, $15,000 paid on the 15^th of April, July, October and January. During the fiscal year ended June 30, 2014, we paid $15,000 of rent expense for this property. The lease has a one year term and expires on April 14, 2015.

Company Information

We were incorporated in the State of Nevada as Dynamic Alert Limited on June 17, 2004. On December 22, 2009, as amended 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 that was incorporated on November 3, 2009, were merged with Dynamic Alert Limited, being the surviving entity. In connection with the merger, our corporate name was changed from Dynamic Alert Limited to Brazil Gold Corp. on March 15, 2010.

We changed our corporate name to Conexus Cattle Corp. on June 10, 2014. Our principal executive office is located at 242 West Main Street, Hendersonville, Tennessee 37075. Our telephone number is (888) 613-7164. Our fiscal year end is June 30. Additional information about our company is available on our website at http://www.conexusco.com. The information on our website is not part of this report.

Item 1A.

RISK FACTORS

Investing in our common stock involves a high degree of risk, and you should be able to bear the complete loss of your investment. You should carefully consider the risks described below, the other information in this prospectus when evaluating our company and our business. If any of the following risks actually occur, our business could be harmed. In such case, the trading price of our common stock could decline and investors could lose all or a part of the money paid to buy our common stock.

Risks Relating to Our Business

We have an immediate need for additional capital to fund our business, and financing may not be available.

Our currently available capital resources are insufficient to meet our working capital and capital expenditure requirements. Our cash requirements will depend on numerous factors, including the pace with which we can enter into contracts with cattlemen and landowners, the availability of live cattle to purchase from them, and the prices of raw materials such as feed and hay.

We have an immediate need to raise funds through public or private debt or equity financings or enter into asset-based or other credit facilities, but such financings will likely dilute our stockholders. The Equity Purchase Agreement that we entered into with ASC Recap on April 7, 2014 also contains conditions that must be met prior to funding and therefore there can be no assurance that such conditions will be met when funding is needed. We cannot assure you that any additional financing that we may need will be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of business opportunities and develop our new business venture. In any such case, our business, operating results and financial condition would be materially and adversely affected.

We have no revenue yet from our new beef cattle venture and there can be no assurance that we will ever generate significant revenue or earn a profit.

For the fiscal years ended June 30, 2014 and 2013, we had no revenue and net losses of $14,938,195 and $859,010, respectively, from our previous precious metals exploration business. We have no revenue yet from our new beef cattle venture. We cannot be certain that our plan of operation, as described under “Business – Plan of Operation” will be successful. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with any new business venture. If we fail to address any of these risks or difficulties adequately, our business will likely suffer. Future revenue and profits, if any, will depend upon various factors, including the pace with which we can enter into contracts with cattlemen and landowners, the availability of live cattle to purchase in the open spot market, and the prices of raw materials such as feed and hay. There is no assurance that we can operate profitably or that we will successfully execute our plan of operation. There can be no assurance that we will ever generate significant revenue or earn a profit.

Failure to successfully execute our plan of operation will impede our ability to generate revenue and cash flow.

We will not be able to generate revenue, margins and cash flows as planned if we fail to properly execute the key elements of our business plan, and our ability to successfully implement this strategy is dependent at least in part on factors beyond our control. For example, we have identified several potential cattlemen and landowners which will launch our new venture; however, at this time we have only limited verbal assurances, and no binding agreements, with respect to any such arrangements, and there can be no assurance that we will gain the necessary foothold to achieve the level of industry consolidation that we expect. Additionally, the process of integrating ranches and herds throughout our intended geographic area may result in unforeseen operating difficulties and expenditures.

Our financial statements have been prepared assuming that we will continue as a going concern.

Our significant operating losses and negative cash flow from operations raise substantial uncertainty about our ability to continue as a going concern. The consolidated financial statements for the years ended June 30, 2014 and 2013 do not include any adjustments that might result from the outcome of this uncertainty, and contemplate the realization of assets and the settlement of liabilities and commitments in the normal course of business.

The report of our independent registered public accounting firm for the years ended June 30, 2014 and 2013 included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern in their audit report included herein. If we cannot generate the required revenue and gross margin to achieve profitability or obtain additional capital on acceptable terms, we will need to substantially revise our business plan or cease operations and an investor could suffer the loss of a significant portion or all of his investment in our company.

Bovine disease is both a production risk and a pricing risk for our business.

An outbreak of significant diseases like bovine spongiform encephalopathy bovine foot-and-mouth disease (FMD) or other disease threats in herds owned by us could cause our live animal operations to perform significantly below expectations. Such outbreaks could result in the short- or long-term quarantine of affected live animals and we could have difficulty selling those animals.

Even if our live animal operations are not affected, an outbreak of significant diseases like FMD or other disease threats in the United States involving other herds could result in the short- or long-term decrease in consumer demand for meat which would negatively impact the price that we receive for our cattle.

Drought is a production risk for our business that could increase our costs.

Lack of timely rainfall on our pastures could force us to have to purchase supplemental feedstuffs to feed our affected herds, resulting in higher production costs for our live animal operations. Extended lack of rainfall on our pastures could result in drought conditions and could force us to relocate or sell some or all of the cattle in the affected areas resulting in possible increased operating costs and decreased live animal production.

The price that we receive for our cattle represents a risk for our business which may be beyond our control.

A reduction in the prices that we receive for the animals we sell could result in lower revenues for our business. These prices can vary significantly over a relatively short period of time as a result of a number of factors, including the relative supply and demand for beef and the market for other protein products, such as poultry and fish.

We do not expect to have long-term sales arrangements with our customers in the near future and, as a result, the prices at which we will sell cattle to them are determined in large part by market forces. A significant decrease in cattle prices for a sustained period of time could have a material and adverse effect on our revenue and, unless our input costs and other costs correspondingly decrease, on our operating margins.

The prices that we pay for feedstuffs represent a risk for our business, for which we may not be able to pass along to our customers.

Increased prices for feed and hay that are fed to our cattle could result in increased operating costs for our company. Severe price swings in raw materials, and the resultant impact on the prices we charge for our products may in the future have material adverse effects on our financial condition, results of operations and cash flows. If we experience increased costs, we may not be able to pass them along to our customers.

We could have difficulty securing enough breeding stock to meet our production objectives, resulting in a risk to our financial condition and prospects.

The supply and market price of breeding stock that represents the majority of our cost of goods sold are dependent upon a variety of factors over which we have little or no control, including fluctuations in the size of herds, the relative cost of feed, weather and livestock diseases. When we are fully operational, our margins will be dependent on the price at which our livestock can be sold and the price we pay for our breeding stock, among other factors.

Changes in consumer preferences could adversely affect our business.

The food industry in general is subject to changing consumer trends, demands and preferences. Our products compete with other protein sources, such as poultry and fish. Trends within the food industry change often and our failure to anticipate, identify or react to changes in these trends could lead to, among other things, reduced demand and price reductions for our products, and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The beef cattle reproductive cycle is subject to seasonal variations and, as a result, our quarterly operating results may fluctuate.

Our performance depends on favorable relations with cattlemen and landowners who monitor the herds. Any deterioration of those relations would adversely affect our business.

Any significant deterioration of our relations with cattlemen and landowners or slowdowns or work stoppages at any of our future locations, for whatever reason, could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

We are subject to governmental regulation and our noncompliance with or changes in these regulations could adversely affect our business, financial condition, results of operations and cash flows

Our operations are subject to regulation and oversight by the United States Food and Drug Administration, the United States Department of Agriculture, the United States Environmental Protection Agency and other state and local authorities. Although we will not be involved in food processing, packaging, storage, distribution, advertising and labeling, food safety practices and procedures in the meat processing industry have been subject to intense scrutiny and oversight by the USDA. Wastewater, storm water and air discharges from our future operations may be subject to extensive regulation by the EPA and other state and local authorities.

Our failure to comply with applicable laws and regulations could subject us to administrative penalties and injunctive relief, civil remedies, including fines, injunctions, recalls of our products or seizures of our properties, as well as potential criminal sanctions. These penalties or changes in the applicable laws and regulations could adversely affect our business, financial condition, results of operations and cash flows.

Our success depends on our key personnel, including our executive officers, and the loss of key personnel or the transition of key personnel, including our Chief Executive Officer, could disrupt our business.

Our success greatly depends on the continued contributions of our senior management and other key sales, marketing and operations personnel. These employees may voluntarily terminate their employment at any time. We may not be able to successfully retain existing personnel or identify, hire and integrate new personnel; and we do not have key person insurance policies in place for these employees. On April 7, 2014, Stephen J. Price and Gerard Daignault joined our company as our Chief Executive Officer and our Chief Financial Officer and Secretary, and both became directors. There can be no assurance that there will be a smooth transition. Changes in our key positions can be disruptive and could have a material adverse effect on our operations and business.

If we are unable to attract, train and retain highly qualified personnel, the quality of our services may decline and we may not successfully execute our internal growth strategies.

Our success depends in large part upon our ability to continue to attract, train, motivate and retain highly skilled and experienced employees, including technical personnel. Qualified technical employees periodically are in great demand and may be unavailable in the time frame required to satisfy our customers’ requirements. While we currently have available technical expertise sufficient for the requirements of our business, expansion of our business could require us to employ additional highly skilled technical personnel. We expect competition for such personnel to increase as the market for solar power systems expands.

There can be no assurance that we will be able to attract and retain sufficient numbers of highly skilled technical employees in the future. The loss of personnel or our inability to hire or retain sufficient personnel at competitive rates of compensation could impair our ability to secure and complete customer engagements and could harm our business.

Risks Relating to Our Common Stock

There is a limited trading volume for our common stock on the OTC Pink marketplace.

We do not currently have substantial trading volume for our shares of common stock, which trade on the OTC Pink marketplace (current information tier). As a result, relatively small trades of our common stock may have a significant impact on the price of our common stock and, therefore, may contribute to the price volatility of our common stock. Because of the limited trading volume in our common stock and the price volatility of our common stock, you may be unable to sell your shares of common stock when you desire or at the price you desire. The inability to sell your shares in a declining market because of such illiquidity or at a price you desire, may substantially increase your risk of loss.

Our stockholders will be diluted by the issuance of shares of common stock pursuant to the Equity Line Agreement and the conversion of our series B and series C preferred stock.

On April 7, 2014, we entered into the Equity Purchase Agreement with ASC Recap. Pursuant to the Equity Purchase Agreement, ASC Recap has committed to purchase up to $5,000,000 worth of our common stock, over a period of time terminating on the earlier of: (i) 24 months from the effective date of the registration statement to be filed by us for the Equity Purchase Agreement, or (ii) the date on which ASC Recap has purchased an aggregate maximum purchase price of $5,000,000 pursuant to the Equity Purchase Agreement. ASC Recap’s commitment to purchase our common stock is subject to various conditions, including, but not limited to, limitations based on the trading volume of our common stock.

Also, on April 7, 2014, we issued 6,500 shares of our series B preferred stock to each of Stephen J. Price and Gerard Daignault for serving as officers and directors of our company. As of September 29, 2014, these shares are convertible into a total of 29,484,001,611 shares of our common stock, and we issued 3,500 shares of our series C preferred stock to each of ASC Recap and Adirondack Partners LLC upon entering into consulting agreements with us. As of September 29, 2014, these shares are convertible (subject to a 9.99% beneficial ownership limitation applicable to each holder) into a total of 9,539,924,732 shares of our common stock.

The sale or availability for sale of the underlying shares sold pursuant to the Equity Purchase Agreement in the marketplace could depress our stock price. As a result, the investors could resell the underlying shares immediately upon issuance, which may result in significant downward pressure on the market price of our stock. When the preferred stockholders convert our preferred stock, our stockholders may experience dilution in the net tangible book value of their common stock.

In addition, the terms of our preferred stock include various agreements and negative covenants on our part, including covenants on our part to maintain and keep available sufficient authorized shares of our common stock to support the conversion in full of our outstanding shares of preferred stock.

Future sales of common stock by our existing stockholders may cause our stock price to fall.

The market price of our common stock could decline as a result of sales by our existing stockholders of shares of common stock in the market, or the perception that these sales could occur. These sales might also make it more difficult for us to sell equity securities at a time and price that we deem appropriate. As of September 29, 2014, we had outstanding 2,387,368,551 shares of common stock, 13,000 shares of series B preferred stock that are convertible into 29,520,001,611 shares of common stock, and 7,000 shares of series C preferred stock that are convertible (subject to a 9.99% beneficial ownership limitation applicable to each holder) into 9,539,924,732 shares of common stock.

Our stock price may be volatile, which could result in substantial losses for investors.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in response to various factors, many of which are beyond our control, including the following:

technological innovations or new products and services by us or our competitors;

announcements or press releases relating to the livestock sector or to our business or prospects;

additions or departures of key personnel;

regulatory, legislative or other developments affecting us or the livestock industry generally;

our ability to execute our business plan;

operating results that fall below expectations;

volume and timing of customer orders;

industry developments;

economic and other external factors; and

period-to-period fluctuations in our financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also significantly affect the market price of our common stock.

Our stock is a penny stock and therefore may be less attractive to investors.

Our stock is considered to be a penny stock. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price per share of less than $5.00, other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Risks Relating to Our Company

We are subject to the reporting requirements of the federal securities laws, which impose additional burdens on us.

We are a public reporting company and, accordingly, subject to the information and reporting requirements of the Exchange Act and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002. As a public company, these rules and regulations result in increased compliance costs and make certain activities more time consuming and costly.

Our Articles of Incorporation authorize our board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.

Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors also has the authority to issue preferred stock without further stockholder approval. As a result, our Board of Directors could authorize the issuance of new series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our Board of Directors could authorize the issuance of new series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None

ITEM 2. PROPERTIES.

Our mailing address is 242 West Main Street, Hendersonville, Tennessee 37075.

ITEM 3. LEGAL PROCEEDINGS.

We are not currently party to any legal proceedings, nor are we aware of any contemplated or pending legal proceedings against us.

ITEM 4. MINE SAFETY DISCLOSURES.

None

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Equity and Related Stockholder Matters

(a) Market Information

Our shares of common stock are quoted on the OTC Pink marketplace under the symbol “BRZG”

Fiscal Year Ended June 30, 2014

Quarter Ended	September 30, 2013		December 31, 2013		March 31, 2014		June 30, 2014
High	$	3.125	$	0.875	$	0.20	$	0.0175
Low	$	0.50	$	0.125	$	0.0021	$	0.0042

Fiscal Year Ended June 30, 2013

Quarter Ended	September 30, 2012		December 31, 2012		March 31, 2013		June 30, 2013
High	$	60.00	$	9.875	$	9.00	$	2.875
Low	$	5.625	$	0.50	$	0.50	$	1.00

As of September 26, 2014, our closing price was $.013

All data has been adjusted for the 1:1000 reverse stock split of our common shares on January 14, 2014.

(b) Holders

As of September 29, 2014, we had 46 holders of record.

(c) Dividend Policy

We have never declared or paid dividends on our common stock. We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs. We are obligated to pay dividends on our Series B and Series C Preferred Stock.

(d) Securities authorized for issuance under equity compensation plans

None.

(e) Recent sales of unregistered securities

The Company sold the following unregistered securities during the fiscal year:

			$
			Principal Value
Note issued July 1, 2013 with no interest. Principal is past due			20,000
Note issued July 2, 2013 with no interest. Principal is past due			20,000
Note issued July 24, 2013 with no interest. Principal is past due			33,000
Note issued August 1, 2013 with no interest. Principal is past due			20,000
Note issued August 15, 2013 with no interest. Principal is past due			20,000
Note issued September 1, 2013 with no interest. Principal is past due			20,000
Note issued September 17, 2013 with 10% interest. Principal and interest are payable on September 30, 2014			25,000
Note issued October 1, 2013 with no interest. Principal is past due			20,000
Note issued October 16, 2013 with 10% interest. Principal and interest are past due			50,000
Note issued October 23, 2013 with 10% interest. Principal and interest are past due			45,000
Note issued November 1, 2013 with no interest. Principal is past due			20,000
Note issued November 5, 2013 with 10% interest. Principal and interest are payable on November 30, 2014			18,000
Note issued December 1, 2013 with no interest. Principal is past due			20,000
Note issued December 6, 2013 with 8% interest. Principal and interest are payable on November 30, 2014			5,000
Note issued December 19, 2013 with no interest. Principal is past due			7,500
Note issued January 1, 2014 with no interest. Principal is payable on June 30, 2014			20,000
Note issued February 1, 2014 with no interest. Principal is payable on July 31, 2014			20,000
Note issued February 12, 2014 with 10% interest. Principal is past due			40,000
Note issued March 1, 2014 with no interest. Principal is payable on August 31, 2014			20,000
Note issued March 14, 2014 with no interest. Principal is payable on May 31, 2014			25,000
Note issued May 5, 2014 with 10% interest. Principal is payable on January 31, 2015			15,000
Note issued May 13, 2014 with 10% interest. Principal is payable on January 31, 2015			22,500
Note issued May 25, 2014 with 8% interest. Principal is payable on February 23, 2015			35,000
Note issued June 16, 2014 with 10% interest. Principal is payable on December 31, 2014			25,000

ITEM 6. SELECTED FINANCIAL DATA.

We are a “smaller reporting company” as defined by Regulation S-K and, as such, we are not required to provide the information contained in this item pursuant to Regulation S-K.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Full Fiscal Year 2014 versus 2013

At June 30, 2014, we had a working capital deficit of $3,055,697 (June 30, 2013: $1,016,191). Our assets consisted of cash of $35,344, Notes Receivable of $12,000, Inventory of $6,000 and Investment in Unconsolidated subsidiary of $55,000. This compared to our assets as of June 30, 2013, which consisted of cash of $5,522 and capital assets of $192.

At June 30, 2014, our total current liabilities increased to $3,109,042 (from $1,021,743 at June 30, 2013).

We recognized no revenue as there were no sales for the year ended June 30, 2014 and June 2013.

We have recognized $45,964 in revenue from inception. Our short and long term survival is dependent on generating revenues which exceed our costs of operations.

Result of Operations

For the year ended June 30, 2014, operating expenses were $728,583. ($390,283 for the year end June 30, 2013) Operating expenses for the year end June 30, 2014 consisted of consulting fees of $180,000 (June 2013: $260,000), rent expense of $46,991, (June 2013: $-0-), professional fees of $152,599, (June 2013: $71,977), compensation expense of $219,281 (June 2013: $20,000) and general and administrative expenses of $129,712 (June 2013: $38,306).

For the year ended June 30, 2014, operating expenses were $338,300, 87% greater than the prior fiscal year due to the following:

Consulting fees were $80,000, 31% lower due to the fact that the consulting arrangement was only outstanding for nine months in Fiscal 2014;

Rent expense was $46,991 higher due to the lease arrangement in New York City and the new lease for the corporate headquarters in Tennessee entered into in the fourth quarter of Fiscal 2014;

Professional fees were $80,622, 112% higher due to greater legal expenses associated with the acquisition and auditing and accounting fees necessary for the company’s regulatory filings to be in compliance with the Securities and Exchange Commission;

Compensation expense was $199,281 higher due to payments to our former Chief Executive Officer, who was hired in January 2013 and to the Management team at Conexus Cattle during the fourth quarter of the fiscal year; and

General and administrative expenses were $91,406, 238% higher due principally to greater transfer agent fees, SEC filing fees and insurance expenses.

For the year ended June 30, 2014, Other Income/Expense were $14,209,612. ($468,727 for the year end June 30, 2013) Other income/expense for the year end June 30, 2014 consisted of Expenses associated with acquisition of Conexus Cattle of $8,926,663, (June 2013: $-0-), loss on settlement of debt of $3,428,919 (June 2013: $66,880), Interest expense of 483,444 (June 2013 $317,332) principally relating to convertible loans, mostly from the amortization of debt discount premiums, derivative expense on newly issued securities of $356,780 (June 2013: $251,144), change in fair value of the derivative liability of $957,077 (June 2013: $166,829) , and loss on settlements from the Liabilities Purchase Agreement of $56,728 (June 2013: $-0-).

Expenses associated with acquisition of Conexus Cattle were $8,926,663 greater due to the issuance of the Series B Preferred Stock and Series C Preferred Stock associated with the Merger of Conexus Cattle. These are non-cash expenses and are predicated on our valuation of Conexus Cattle;

Loss on Settlement of debt was $3,362,039 greater due to the conversions of substantially greater amounts of debt in Fiscal 2014 versus 2013 and greater volatility in the common stock price;

Interest expense was $165.913, 52% higher due to greater amortization of debt discount and higher average face value of debt levels;

Derivative expense was $105,635,42% higher due to greater issuances of debt securities;

Change in the fair value of derivative liability was ($1,123,906) due principally to greater amounts of debt in Fiscal 2014 versus 2013 and greater volatility in the common stock price; and

Loss on settlements from the Liabilities Purchase Agreement of $56,728 due to the initiation of the program in the current fiscal year.

From inception to June 30, 2014, we have incurred an accumulated deficit of $22,006,441 (June 30, 2013: $7,068,246).

Liquidity and Capital Expenditures

As of June 30, 2014, our net cash balance was $35,344. We may attempt to sell additional equity shares or issue debt to support our operations. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing will be available to us or, if available to us, on acceptable terms.

On July 7, 2011, the Company entered into an equity purchase agreement (the “Equity Purchase Agreement”) with an Institutional Investor (“Investor”) Footnote 8 describes the Equity Purchase Agreement in detail. To date, no funds have been advanced under this agreement, and we do not anticipate drawing down on this Equity Purchase Agreement during the upcoming year

We believe our market risk exposures arise primarily from exposures to fluctuations in interest rates and exchange rates. We presently only transact business in United States Dollars. We believe that the exchange rate risk surrounding our future transactions will not materially or adversely affect our future earnings. We do not use derivative financial instruments to manage risks or for speculative or trading purposes.

At the current time, we do not anticipate any capital expenditures over the upcoming year.

In November 2009 we started reviewing mineral exploration and other opportunities with the objective of bringing revenue to the Company. However, there are no revenues generated from continuing operations for the year ended June 30, 2014.

Plan of Operation for the Next 12 Months

The following discussion of the plan of operation, financial condition, results of operations, cash flows and changes in financial position should be read in conjunction with our most recent financial statements and notes appearing elsewhere in this Form 10-K; our March 2014 10-Q filed May 14, 2014, our December 2013 10-Q filed March 3, 2014, and our September 2013 10-Q filed November 19, 2013. All filings were subsequently amended on June 2, 2014.

Our continuing operations are dependent upon the identification and successful completion of additional long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability find the right new exploration or other project and then roll-out of the respective business plan. If not, we will likely be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy our working capital and other cash requirements.

Over the next fiscal year, we plan to build out our cattle operations and have already undertaken some rudimentary steps such as a.) purchasing of inventory and b.) the identification of some infrastructure.

Off Balance Sheet Arrangements.

None.

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES

None

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements required by this Item begin on Page F-1 of this Form 10-K, and include (1) Report of Independent Registered Public Accounting Firm; (2) Balance Sheets; (3) Statements of Operations, Statements of Cash Flows, Statement of Stockholders’ Deficit; and (4) Notes to Financial Statements.

Conexus Cattle Corp.

June 30, 2014 and 2013

Index to the financial statements

Contents	Page(s)

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets at June 30, 2014 and 2013	F-4

Statements of Operations for the Fiscal Year Ended June 30, 2014 and 2013	F-5

Statement of Stockholders’ Deficit for the Fiscal Year Ended June 30, 2014	F-6

Statements of Cash Flows for the Fiscal Year Ended June 30, 2014 and 2013	F-7

Notes to the Financial Statements	F-8

F-1

John Scrudato CPA

CERTIFIED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Conexus Cattle Corp.

We have audited the accompanying balance sheet of Conexus Cattle Corp. as of June 30, 2014 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Conexus Cattle Corp. at June 30, 2014, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Conexus Cattle Corp. will continue as a going concern. As more fully described in Note 3, the Company had an accumulated deficit at June 30, 2014, a net loss and net cash used in operating activities for the fiscal year then ended. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

/s/ John Scrudato CPA

Califon, New Jersey
September 19, 2014

	7 Valley View Drive Califon, New Jersey 07830
	Registered Public Company Oversight Board

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Brazil Gold Corp.

New York, New York

We have audited the accompanying balance sheet of Brazil Gold Corp. (the “Company”) as of June 30, 2013 and the related statements of operations, stockholders’ deficit and cash flows for the fiscal year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2013 and the results of its operations and its cash flows for the fiscal year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had an accumulated deficit at June 30, 2013 and had a net loss and net cash used in operating activities for the fiscal year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Li and Company, PC

Li and Company, PC

Skillman, New Jersey

September 30, 2013

F-3

Conexus Cattle Corp.

Consolidated Balance Sheets

(Audited)

	June 30, 2014			June 30, 2013

ASSETS
CURRENT ASSETS:
Cash	$	35,344		$	5,552
Notes Receivable		12,000
Inventory		6,000
Prepaid expenses		-			-
Other current assets		-			-

Total Current Assets		53,344			5,552

NON-CURRENT ASSETS

Invesment in unconsolidated subsidiary- at cost		55,000			-

Property and equipment		1,524			1,524
Accumulated depreciation		(1,524	)		(1,332	)

Property and Equipment, net		-			192

Total Non-current asets		55,000			192

Total Assets	$	108,344		$	5,744

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	299,351		$	115,828
Accrued expenses		45,880			19,007
Accrued payroll taxes		45,569			-
Accrued Dividends payable		368,219			-
Advances payable		42,940			42,940
Derivative liability		1,662,416			565,007
Note payable - former employees and consultants		122,041
Convertible debentures, net		522,625			278,961

Total Current Liabilities		3,109,042			1,021,743

Liability for Conversion feature of Preferred Shares		1,390,456
Note payable - former employees and consultants		-			185,116

Total Long-Term Liabilities		1,390,456			185,116

Total Liabilities		4,499,498			1,206,859

STOCKHOLDERS' DEFICIT:
Preferred stock Series B at $0.001 par value: 13,000 shares authorized; 13,000 and 0 shares issued and outstanding at June 30, 2014 and June 30, 2013, respectively. Liquidation Preference of $13,239,342 and $-0- at June 30, 2014 and 2013, respectively		13			-
Preferred stock Series C at $0.001 par value: 7,000 shares authorized; 7,000 and 0 shares issued and outstanding at June 30, 2014 and June 30, 2013, respectively. Liquidation Preference of $7,128,877 and $-0- at June 30, 2014 and 2013, respectively		7			-
Common stock at $0.001 par value: 10,000,000,000 shares authorized; 731,742,738 and 128,790 shares issued and outstanding at June 30, 2014 and June 30, 2013, respectively		731,743			129

Additional paid-in capital		16,883,524			5,867,002

Accumulated deficit		(22,006,441	)		(7,068,246	)
Accumulated other comprehensive income (loss):
Foreign currency translation gain (loss)		-			-

Total Stockholders' Deficit		(4,391,154	)		(1,201,115	)

Total Liabilities and Stockholders' Deficit	$	108,344		$	5,744

See accompanying notes to the financial statements.

F-4

Conexus Cattle Corp.

Consolidated Statements of Operations

Audited

	For the Year			For the Year
	Ended			Ended
	June 30, 2014			June 30, 2013

NET REVENUES	$	-		$	-

OPERATING EXPENSES:
Consulting fees		180,000			260,000
Rent Expense		46,991			-
Professional fees		152,599			71,977
Compensation		219,281			20,000
General and administrative expenses		129,712			38,306

Total operating expenses		728,583			390,283

LOSS FROM OPERATIONS		(728,583	)		(390,283	)

OTHER (INCOME) EXPENSE:
Expenses associated with Acquisiton of Conexus Cattle		8,926,663
Loss on settlement of debt		3,428,919			66,880
Interest expense		483,444			317,532
Derivative expense		356,780			251,144
Change in fair value of derivative liability		957,077			(166,829	)
Loss on settlement from Liabilities Purchase Agreement		56,728

Other (income) expense, net		14,209,612			468,727

LOSS FROM OPERATIONS BEFORE INCOME TAX PROVISION		(14,938,195	)		(859,010	)

INCOME TAX PROVISION		-			-

NET LOSS		(14,938,195	)		(859,010	)

COMPREHENSIVE LOSS	$	(14,938,195	)	$	(859,010	)

NET LOSS PER COMMON SHARE
- BASIC AND DILUTED:	$	(0.21	)	$	(15.72	)
Weighted average common shares outstanding
- basic and diluted		70,476,332			54,642

See accompanying notes to the financial statements.

F-5

Conexus Cattle Corp.

Statement of Stockholders' Deficit

For the Fiscal Year Ended June 30, 2014

(Audited)

																			Accumulated Other
	Common Stock, $0.001 Par Value				Preferred Stock Series B, $0.001 Par Value				Preferred Stock Series C, $0.001 Par Value				Additional						Comprehensive Income (Loss)			Total
	Number of				Number of				Number of				Paid-in			Accumulated			Foreign Currency			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Translation Gain (Loss)			Deficit

Balance, June 30, 2010		36,000	$	36									$	759,063		$	(2,448,263	)	$	5,531		$	(1,683,633	)

Common stock issued in settlement of Coach convertible debt		10,000		10										2,299,990									2,300,000

Common stock issued for consulting services and cash		1,000		1										19,799									19,800

Common stock issued for services		155		0										17,067									17,067

Settlement of related party debt and common stock compensation		675		1										141,749									141,750

Common stock issued for compensation		6,370		6										2,184,474									2,184,480

Beneficial conversion feature														59,702									59,702

Comprehensive income (loss):
Net loss																	(3,304,621	)					(3,304,621	)
Foreign currency translation loss																				(114	)		(114	)
Total comprehensive income (loss)																							(3,304,735	)

Balance, June 30, 2011		54,200		54		-		-		-		-		5,481,844			(5,752,884	)		5,417			(265,569	)

Common stock issued for services														49,817									49,817

Common stock issued with convertible debentures		450		0										36,000									36,000

Write off of foreign currency translation gain (loss)														5,417						(5,417	)

Net loss																	(456,352	)					(456,352	)

Balance, June 30, 2012		54,650		55		-		-		-		-		5,573,077			(6,209,236	)		-			(636,104	)

Common stock issued upon conversion of convertible debentures		74,140		74										293,925									293,999

Net loss																	(859,010	)					(859,010	)

Balance, June 30, 2013		128,790		129		-		-		-		-		5,867,002			(7,068,246	)		-			(1,201,115	)

Common stock issued upon conversion of convertible debentures		556,085,948		556,086										1,382,361									1,938,447

Common stock issued for retirement of Accounts Payable		139,528,000		139,528										(17,807	)								121,721

Common stock issued to Former CEO for conversion of outstanding debt		36,000,000		36,000										2,484,000									2,520,000

Issuance of Series B Preferred Stock to Management Team of Conexus Cattle						13,000		13						4,898,521									4,898,534

Issuance of Series C Preferred Stock for Consulting Services										7,000		7		2,637,665									2,637,672

Dividends accrued on Series B and Series C preferred stock														(368,219	)								(368,219	)

Net loss																	(14,938,195	)					(14,938,195	)

Balance, June 30, 2014		731,742,738	$	731,743		13,000	$	13		7,000	$	7	$	16,883,524		$	(22,006,441	)	$	-		$	(4,391,154	)

See accompanying notes to the financial statements.

F-6

Conexus Cattle Corp.

Statements of Cash Flows

(audited)

	For the Year			For the Year
	Ended			Ended
	June 30, 2014			June 30, 2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(14,938,195	)	$	(859,010	)

Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		192			416
Convertible notes issued for services		242,000			315,000
Amortization of discount on convertible debt		443,303			281,999
Accretion of original issue discount		16,323
Loss on settlement of debt		3,428,919			66,880
Loss on settlement of accounts payable		56,728
Expenses associated with Conexus Acquisition		8,926,663
Stock based compensation
Derivative expense		356,780			251,144
Change in fair value of derivative liabilities		957,077			(166,829	)
Common stock issued for interest		-			-
Changes in operating assets and liabilities:
Notes Receivable		(12,000	)
Inventory		(6,000	)
Prepaid expenses		-			167
Other current assets		-			1,382
Accounts payable		183,523			737
Accrued payroll taxes		45,569
Accrued Dividends payable		368,219
Accrued expenses		26,873			9,115
					-
NET CASH USED IN OPERATING ACTIVITIES		95,975			(98,999	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in unconsolidated subsidiary		(55,000	)		-

NET CASH PROVIDED BY INVESTING ACTIVITIES		(55,000	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Amounts from (repayments to) related parties
Accrued interest on notes payable converted		9,509			-
Interest expense to related party		1,918
Accrued Dividends on Series B and Series C Preferred stock		(368,219	)
Proceeds from convertible debentures		345,609			104,551

NET CASH PROVIDED BY FINANCING ACTIVITIES		(11,183	)		104,551

NET CHANGE IN CASH		29,792			5,552

Cash at beginning of period		5,552			-

Cash at end of period	$	35,344		$	5,552

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Debt converted to common shares	$	304,950		$	56,146
Preferred stock issued to officers		4,898,534			-
Preferred stock issued to consultants		2,637,672

Debt discount recorded on convertible debt accounted for as a derivative liability		535,500			419,551

Debt discount recorded on convertible debt accounted for as a derivative liability - original issue discount		16,323			-
Interest paid		-			-
Income tax paid	$	-		$	-

See accompanying notes to the financial statements.

F-7

Conexus Cattle Corp.

June 30, 2014 and 2013

Notes to the Financial Statements

Note 1 - Organization and Operations

Conexus Cattle Corp. (Formerly " Brazil Gold ")

Company Information

We incorporated as Dynamic Alert Limited (referred to herein as “Conexus Cattle Corp.”, “we”, “us”, “our” and similar terms) on June 17, 2004 (“inception”), in the State of Nevada. Since Inception until November 2009, we attempted to build a business that assisted consumers with their security needs. Our goal had been to help our customers create and implement a personalized security plan by offering a three-fold service. Our first focus was to assist our clients in developing personalized security plans. Our second focus was to source and market personal security products. Our third focus was to provide personal protection on an as-needed basis. We were actively seeking to add new products and/or services that we could offer. The results were lackluster, so it was decided to change our business focus and look for other opportunities and discontinue the security operation with effect from January 1, 2010. Therefore, we started reviewing mineral exploration and other opportunities with the objective of bringing revenue to the Company.

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 (“the Company”) being the surviving entity. In connection with such merger, our name was changed from Dynamic Alert Limited to Brazil Gold Corp. on March 15, 2010. On March 15, 2010, the Company’s ticker symbol on OTCBB was changed to “BRZG”.

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.”) We were incorporated in the State of Nevada as Dynamic Alert Limited on June 17, 2004. On December 22, 2009, as amended 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 that was incorporated on November 3, 2009, were merged with Dynamic Alert Limited, being the surviving entity. In connection with the merger, our corporate name was changed from Dynamic Alert Limited to Brazil Gold Corp. on March 15, 2010.

We changed our corporate name to Conexus Cattle Corp. on June 10, 2014. Our principal mailing address is located at 242 West Main Street, Hendersonville, Tennessee 37075. Our telephone number is (888) 613-7164. Our fiscal year end is June 30. Additional information about our company is available on our website at http://www.conexusco.com.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Fiscal Year End

The Company elected June 30^th as its fiscal year end date upon its formation.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision, deferred tax assets and the valuation allowance of deferred tax assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

F-8

Fair Value of Financial Instruments

The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable, accrued expenses and advances payable approximate their fair values because of the short maturity of these instruments.

The Company’s Level 3 financial liabilities consist of the derivative liability of the Company’s secured convertible promissory notes issued to Institutional InvestorInstitutional Investor , and the derivative warrants issued in connection with these convertible promissory notes. There is no current market for these securities such that the determination of fair value requires significant judgment or estimation. The Company valued the automatic conditional conversion, re-pricing/down-round, change of control; default and follow-on offering provisions using a lattice model, with the assistance of a valuation specialist, for which management understands the methodologies. These models incorporate transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

Level 3 Financial Liabilities – Derivative Warrant Liabilities

The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative warrant liability at every reporting period and recognizes gains or losses in the consolidated statements of operations and comprehensive income (loss) that are attributable to the change in the fair value of the derivative warrant liability.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. At the balance sheet date, the Company has an immaterial amount of these assets.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

F-9

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of three (3) to five (5) years. Upon sale or retirement of furniture and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. At June 30, 2014, the Property and Equipment of the Company had been fully depreciated.

Derivative Instruments

The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Paragraph 810-10-05-4 of the Codification and Paragraph 815-40-25 of the Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

The Company utilizes the Lattice model that values the liability of the derivatives based on a probability weighted discounted cash flow model with the assistance of the third party valuation firm. The reason the Company picks the Lattice model is that in many cases there may be multiple embedded features or the features of the bifurcated derivatives may be so complex that a Black-Scholes valuation does not consider all of the terms of the instrument. Therefore, the fair value may not be appropriately captured by simple models. In other words, simple models such as Black-Scholes may not be appropriate in many situations given complex features and terms of conversion option (e.g., combined embedded derivatives). The Lattice model is based on future projections of the various potential outcomes. The Lattice model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, exercise price, volatility, etc.). Projections were then made on the underlying factors which led to potential scenarios. Equal weighted probabilities were assigned to each scenario. This led to a cash flow projection and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed to determine the value of the derivatives.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

F-10

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

As of the current period, there have been no revenues.

Preferred Stock

On April 7, 2014, the Company issued Series B Preferred stock and Series C Preferred Stock (See our Form 8-K filing of April 11, 2014) which pursuant to Generally Accepted Accounting Principles had to be valued at its fair market value of the consideration received. The consideration received was the business underlying the entire Conexus Cattle acquisition. The Company utilized a discounted cash flow valuation methodology based on the best estimates available at the time. The difference between the par value of the preferred stock and the fair value of the consideration received was recorded as Additional Paid-In Capital. The entire amount was expensed as “Expenses Associated with the Acquisition of Conexus Cattle.” It is a non-cash item and is a reconciling item on the Statements of Cash Flows

Stock-Based Compensation for Obtaining Employee Services

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. Currently, the Company has no options which require valuation.

F-11

Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method , i.e., expected term = ((vesting term + original contractual term) / 2) , if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company ’ s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option and similar instruments.

Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option and similar instruments.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Equity Instruments Issued to Parties other than Employees for Acquiring Goods or Services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Subtopic 505-50 of the FASB Accounting Standards Codification (“Subtopic 505-50”).

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of option or warrant award is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

F-12

Pursuant to Paragraphs 505-50-25-8, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised.

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

F-13

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the fiscal year ended June 30, 2014 or 2012.

Tax Returns Remaining subject to IRS Audits

It is not practicable to determine amounts of interest and/or penalties related to income tax matters that will be due as of June 30, 2014 as a result of non-filing of federal and state income tax returns and examination that may be conducted by federal and state tax authorities in the future. Accordingly, the Company had no accrual for interest or penalties on the Company’s balance sheet at June 30, 2014, and has not recognized interest and/or penalties in the accompanying statement of operations for the year ended June 30, 2014. However, management believes that the Company will not have a significant impact on its financial position and results of its operations and cash flows as a result of this uncertainty.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants.

The following table shows the potentially outstanding dilutive common shares excluded from the diluted net loss per share calculation as they were anti-dilutive:

	Potentially Outstanding Dilutive Common Shares
	For the Fiscal Year Ended June 30, 2014		For the Fiscal Year Ended June 30, 2013

Convertible debentures		4,222,851,444		668,463

Stock options		-		-

Warrants issued with convertible debentures		1,153		1,153

Total potentially outstanding dilutive common shares		4,222,852,598		5,168,584

F-14

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities ". This ASU clarifies that the scope of ASU No. 2011-11, " Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. " applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013.

In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. " The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013.

In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date ." This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013.

In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity ." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013.

F-15

In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Note 3 – Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had an accumulated deficit at June 30, 2014, a net loss and net cash used in operating activities for the fiscal year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to commence operations and generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4- Notes Receivable

The Company lent a prospective cattleman $12,000 to engage landowners. The Note is not interest bearing and is payable on demand. Half of the note was repaid subsequent to the Balance sheet date

F-16

Note 5 – Investment in Minority Interest

Effective July 22, 2013 the Company entered into a Securities Purchase Agreement (the “Agreement”) with FAL Minerals LLC (“FAL”). Pursuant to the Agreement the Company agreed to purchase from FAL, newly issued membership interests of FAL, representing twenty percent (20%) of the issued and outstanding membership interests of FAL (post issuance) (the “Interests”). The purchase price for the Interests is One Hundred Thousand ($100,000) Dollars, payable in twelve equal installments of $8,333 commencing August 1, 2013. The Interests will be issued pro rata (1/12 each month) by FAL to the Company upon each month closing. Pursuant to the Agreement the Company will receive fifteen (15%) percent of the gross proceeds from all royalty payments made to FAL. Such royalty payments are payable quarterly.

The Company accounts for its investment in FAL under the cost method and values its investment at the lower of cost or market. Upon investing $100,000, the Company will account for its investment under the equity method and will record its proportionate share of net income as gain or loss.

As of June 30, 2014, the Company had a total $55,000 investment in FAL.

Currently, the Company is not making installments and is evaluating future investment.

Note 6 – Property and Equipment

Property and equipment, stated at cost, less accumulated depreciation consisted of the following:

	Estimated Useful Life (Years)	June 30, 2014			June 30, 2013

Computer equipment	3	$	1,042		$	1,042

Furniture and fixture	5		482			482

			1,524			1,524

Less accumulated depreciation			(1,524	)		(1,332	)

		$	-		$	192

Depreciation Expense

Depreciation expense for the fiscal year ended June 30, 2014 and 2013 was $192 and $416, respectively.

F-17

Note 7 – Liabilities Purchase Agreement and Accounts Payable

On September 24, 2013, the Circuit Court in the Second Judicial District for Leon County, Florida entered an order approving the stipulation of the parties (the "Stipulation") in the matter of ASC Recap LLC v. Brazil Gold Corp ., now known as Conexus Cattle Corp. Under the terms of the Stipulation, we agreed to issue to ASC Recap, as settlement of certain liabilities owed by us in the aggregate amount of $298,602.10 (the "Claim Amount"), shares of common stock (the "Settlement Shares"), as well as a promissory note in the principal amount of the $50,000.00 maturing six months from the date of issuance, as a fee to ASC Recap (‘Fee Note”). ASC Recap had purchased the liabilities from our creditors (both affiliated and non-affiliated) with a face amount of $298,602.10. The total amount of liabilities, as reported by us in this Form 10-K was $3,109,042, inclusive of the $348,602.10 representing the Claim Amount and the Fee Note.

Pursuant to the Stipulation entered into by the parties, we agreed to issue to ASC Recap, in one or more tranches as necessary, that number of shares of common stock sufficient to generate net proceeds (less a discount of 25%) equal to the Claim Amount, as defined in the Stipulation. The parties reasonably estimated that, should we issue Settlement Shares sufficient to satisfy the entire Claim Amount, the fair market value of such Settlement Shares and all other amounts to be received by ASC Recap would equal approximately $465,000. Notwithstanding anything to the contrary in the Stipulation, the number of shares beneficially owned by ASC Recap may not exceed 9.99% of our outstanding shares of common stock at any one time.

As of the Balance sheet date, we have issued the following Settlement Shares to ASC Recap:

Date	Number of Shares
May 19		14,322,000
May 28		19,611,000
June 5		26,237,000
June 12		34,987,000
June 20		44,371,000
Total		139,528,000

Based upon the reported closing trading prices of our common stock on the dates of sale, $64,992.84 worth of liabilities have been satisfied pursuant to the Stipulation through the issuance of shares of our common stock. As such, approximately $235,000 of the Claim Amount remains outstanding and payable by us to ASC Recap.

In connection with the issuance of the Settlement Shares, we may rely on the exemption from registration provided by Section 3(a)(10) under the Securities Act of 1933, as amended.

Note 8 – Advances Payable

As of June 30, 2014, the Company had a total of $42,940, in advances payable to unrelated third parties for expenses paid on behalf of the Company in conjunction with the rescinded acquisition agreement. These balances are non-interest bearing and due on demand.

F-18

Note 9 – Derivative Financial Instruments

The Company’s derivative financial instruments are embedded derivatives associated with the Company’s convertible debentures. The Company’s convertible debentures issued to Institutional Investor Institutional Investor, are hybrid instruments which contain an embedded derivative feature which would individually warrant separate accounting as a derivative instrument under Paragraph 815-10-05-4. The embedded derivative feature includes the conversion feature and the warrants attached to certain Notes. Pursuant to Paragraph 815-10-05-4, the value of the embedded derivative liability have been bifurcated from the debt host contract and recorded as a derivative liability resulting in a reduction of the initial carrying amount (as unamortized discount) of the notes, which are amortized as debt discount to be presented in other (income) expenses in the statements of operations using the effective interest method over the life of the notes.

The compound embedded derivatives within the notes have been valued using a layered discounted probability-weighted cash flow approach, recorded at fair value at the date of issuance; and marked-to-market at each reporting period end date with changes in fair value recorded in the Company’s statements of operations as “change in the fair value of derivative instrument”.

As of June 30, 2014, the estimated fair value of derivative liabilities for the conversion feature was $1,662,416.

As of June 30, 2014, the estimated fair value of derivative liabilities for the warrants was $-.

Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets:

			Fair Value Measurement Using
	Carrying Value		Level 1		Level 2		Level 3		Total
Derivative liabilities on conversion feature	$	1,662,416	$	-	$	-	$	1,662,416	$	1,662,416

Total derivative liabilities	$	1,662,416	$	-	$	-	$	1,662,416	$	1,662,416

Summary of the Changes in Fair Value of Level 3 Financial Liabilities

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the fiscal year ended June 30, 2014:

	Fair Value Measurement Using Level 3 Inputs
	Derivative liability			Total

Balance, June 30, 2013	$	565,007		$	565,007
Derivative liability on new issuances		356,780			356,780
Change in Fair market value of derivative liability		957,057			957,057
Derivative liability eliminated on conversions		(216,428	)		(216,428	)
Transfers in and/or out of Level 3		-			-
Balance, June 30, 2014	$	1,662,416		$	1,662,416

F-19

Note 10 – Notes Payable – former employee and consultants

Between April 1, 2011 and June 24, 2011, The President and Chief Operating Officer of the Company, Phillip Jennings, advanced the Company $77,884 in eight installments in the form of a promissory note (“Jennings Note”). The Jennings Note was due on demand and had borne interest at 8% per annum. On November 8, 2012, the Company issued promissory notes with its then Chief Executive Officer, Chief Financial Officer, Legal Counsel and Accountant totaling $105,380, which were originally recorded as accounts payable. In addition the Jennings Note was converted to these notes.

During the most recent year, approximately $65,000 of these notes were retired for issuance of common stock

With accrued interest included, the notes total $122,041 at June 30, 2014.

The notes mature on December 31, 2014 and bear interest at 1% per annum.

Note 11 – Convertible Debentures-net

The following summarizes the Outstanding convertible debentures of the Company as of June 30, 2014 and 2013

	Balance at June 30, 2014			Balance at June 30, 2013

Note issued June 20, 2012 with interest at 8% per annum. Principal and interest are currently past due	$	-		$	25,000
Note issued July 23, 2012 with interest at 8% per annum. Principal and interest are currently past due		62,500			62,500
Note issued August 1, 2012 with interest at 8% per annum. Principal and interest are currently past due		5,000			5,000
Note issued August 21, 2012 with interest at 8% per annum. Principal and interest are currently past due		2,110			2,110
Note issued September 26, 2012 with interest at 8% per annum. Principal and interest are currently past due		6,000			40,000
Note issued October 18, 2012 with interest at 8% per annum. Principal and interest are currently past due		20,000			20,000
Note issued November 1, 2012 with interest at 8% per annum. Principal and interest are currently past due		20,000			20,000
Note issued November 8, 2012 with interest at 8% per annum. Principal and interest are currently past due		20,000			20,000
Note issued December 1, 2012 with interest at 8% per annum. Principal and interest are currently past due		20,000			20,000
Note issued January 1, 2013 with no interest. Principal is currently past due		20,000			20,000
Note issued January 25, 2013 with no interest. Principal is currently past due		5,000			5,000
Note issued February 1, 2013 with no interest. Principal is past due as of Janaury 31, 2014		10,000			20,000
Note issued February 1, 2013 with no interest. Principal is currently past due		-			4,000
Note issued February 20, 2013 with no interest. Principal is past due as of November 30, 2013		535			8,000
Note issued February 20, 2013 with no interest. Principal is past due as of November 30, 2013		7,464			11,941
Note issued March 1, 2013 with no interest. Principal is past due		-			20,000
Note issued March 1, 2013 with no interest. Principal is past due as ofJanuary 31, 2014		-			4,000
Note issued March 8, 2013 with no interest. Principal is past due as of December 31, 2013		-			10,000
Note issued April 1, 2013 with no interest. Principal is past due as of October 1, 2013		-			20,000
Note issued April 1, 2013 with no interest. Principal is payable on February 28, 2014		-			4,000
Note issued April 9, 2013 with no interest. Principal is payable on March 31, 2014		-			10,000
Note issued May 1, 2013 with no interest. Principal is past due on October 31, 2013		20,000			20,000
Note issued May 1, 2013 with no interest. Principal is payable on May 31, 2014		-			4,000
Note issued June 1, 2013 with no interest. Principal is past due as of November 30, 2013		20,000			20,000
Note issued June 1, 2013 with no interest. Principal is payable on May 31, 2014		-			4,000
Note issued June 13, 2013 with no interest. Principal is past due as of May 31, 2014		18,258			25,000
Note issued July 24, 2013 with no interest. Principal is past due		33,000			-
Note issued August 1, 2013 with no interest. Principal is past due		20,000			-
Note issued August 15, 2013 with no interest. Principal is past due		20,000			-
Note issued September 1, 2013 with no interest. Principal is past due		20,000			-
Note issued September 17, 2013 with 10% interest. Principal and interest are payable on September 30, 2014		25,000			-
Note issued October 1, 2013 with no interest. Principal is past due		20,000			-
Note issued October 16, 2013 with 10% interest. Principal and interest are past due		50,000			-
Note issued October 23, 2013 with 10% interest. Principal and interest are past due		45,000			-
Note issued November 1, 2013 with no interest. Principal is past due		20,000			-
Note issued November 5, 2013 with 10% interest. Principal and interest are past due		18,000			-
Note issued December 1, 2013 with no interest. Principal is past due		20,000			-
Note issued December 6, 2013 with 8% interest. Principal and interest are payable on November 30, 2014		5,000			-
Note issued December 19, 2013 with no interest. Principal is past due		7,500			-
Note issued January 1, 2014 with no interest. Principal is payable on June 30, 2014		20,000			-
Note issued February 1, 2014 with no interest. Principal is payable on July 31, 2014		20,000			-
Note issued February 12, 2014 with 10% interest. Principal is payable on May 31, 2014		40,000			-
Note issued March 1, 2014 with no interest. Principal is payable on August 31, 2014		20,000			-
Note issued March 14, 2014 with no interest. Principal is past due		25,000			-
Note issued May 5, 2014 with 10% interest. Principal is payable on January 31, 2015		15,000			-
Note issued May 13, 2014 with 10% interest. Principal is payable on January 31, 2015		22,500			-
Note issued May 25, 2014 with 8% interest. Principal is payable on February 23, 2015		35,000			-
Note issued June 16, 2014 with 10% interest. Principal is payable on December 31, 2014		25,000			-

Total debt at June 30, 2014		782,867			424,551
Add: Accretion of Original Issue Discount		16,323
Less unamortized discount		(151,609	)		(145,990	)
Convertible debentures-net		647,581			278,561

The June 20, 2012, July 23, 2012, August 1, 2012, August 21, 2012 September 26, 2012, October 18, 2012, November 1, 2012, November 18, 2012 and December 1, 2012 notes are convertible into common stock of the Company at sixty percent (60%) of the average of two (2) low closing bid prices for the five (5) trading days prior to conversion of the Notes.

F-20

The January 1, 2013, January 25, 2013, February 1, 2013 $20,000, February 20, 2013, March 1, 2013 $20,000, March 8, 2013, April 1, 2013 $20,000, April 9, 2013, May 1, 2013 $20,000, June 1, 2013 $20,000 and June 13, 2013 notes are convertible into common stock of the Company at fifty percent (50%) of the average of the low closing bid prices for the twenty (20) trading days prior to conversion of the Notes.

All remaining notes are convertible into common stock of the Company at fifty percent (50%) of the average of the low closing bid prices for the thirty (30) trading days prior to conversion of the Notes.

Note 12- Liability for Conversion Feature of Preferred Shares

Upon the issuance of the Series B Preferred and the Series C Preferred for the Conexus Cattle acquisition (See Note 14 below), the owners of these securities were entitled to receive in total 95% of the common stock of the Company upon full conversion. Assuming full conversion, based on the common shares outstanding at the Balance Sheet date, there would be 14,634,854,750 shares, 4,634,854,750 more than the current authorized amount. Based on the stock price at June 30, 2014, $.0003, the total value of those shares would be $1,390,456. In accordance with Generally Accepted Accounting Principles, the Company recorded a liability for that amount on the Financial statements.

Note 13 – Equity Purchase Agreement

ASC Recap LLC (“ASC”) Agreement

On April 7, 2014 the Company entered into an Equity Purchase Agreement with ASC. The following is a summary of the material terms of the Equity Purchase Agreement, and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Equity Purchase Agreement, a copy of which is filed as an Exhibit to this Current Report on Form 8-K and is incorporated herein by reference. Pursuant to the Equity Purchase Agreement the Company agreed to sell and ASC agreed to purchase up to $5,000,000 of the Company’s Common Stock at a price equal to ninety percent (90%) of the lowest closing price of the Company’s common stock on any trading day during the ten trading days immediately following the clearing date associated with the applicable put notice. The Company also issued ASC a promissory note in the principal amount of $25,000 payable in six months. This note was subsequently cancelled and the parties agreed to reissue the Note upon the filing of the Registration statement associated with this Agreement.

On April 7, 2014 the Company entered into a Registration Rights Agreement with ASC. The following is a summary of the material terms of the Registration Rights Agreement, and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Equity Purchase Agreement, a copy of which is filed as an Exhibit to this Current Report on Form 8-K and is incorporated herein by reference. Pursuant to this agreement the Company agreed, within one hundred twenty (120) days to file a registration statement with the Securities and Exchange Commission with respect to the securities set forth in the Equity Purchase Agreement.

The Company will not be entitled to put shares to Institutional Investor:

F-21

Note 14 – Stockholders’ Deficit

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Two Hundred and Sixty Million (260,000,000) shares of which Ten Million (1,000,000) shares shall be Preferred Stock, par value $0.001 per share, and Two Hundred and Fifty Million (250,000,000) shares shall be Common Stock, par value $0.001 per share.

During the current fiscal year, a majority of the shareholders amended ARTICLE FOUR of the Amended Articles of Incorporation of the Corporation in order to increase the number of shares of authorized capital stock to 10,010,000,000 shares, of which 10,000,000,000 shall be common stock and 10,000,000 shall be preferred stock of the Corporation, and (ii) effect a reverse stock split (the “ Reverse Stock Split ”) of our common stock at a ratio determined by our Board of Directors up to 1 for 1,000 such number consisting of only whole shares by filing with the Secretary of State of Nevada the Amended Articles of Incorporation.

Common Stock

During the fiscal year ended June 30, 2014, the following share issuances were made:

556,085,948 shares for the conversion of $304,950 of convertible notes payable, $9,509 in accrued interest and $26,109 in related legal and transfer agent fees

139,528,000 shares for the conversion of $64,992 of notes payable

36,000,000 for the conversion of $36,000 in debt owed to our former CEO

Preferred Stock

Creation of Preferred Stock

On April 7, 2014, the Board of Directors of Brazil Gold Corp. (the “Company”) approved the designation of two new classes of Convertible Preferred Stock, authorizing the filing with the State of Nevada of Certificates of Designation authorizing the creation of 13,000 shares of Series B 8% Convertible Preferred Stock and 7,000 shares of Series C 8% Convertible Preferred Stock.

F-22

Series B 8% Convertible Preferred Stock (the “Series B Preferred Stock”)

The following is a summary of the material rights and preferences of the Series B Preferred Stock set forth in the Certificate of Designation for the Series B Preferred Stock, and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Certificate of Designation for the Series B Preferred Stock, a copy of which is filed as an Exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Holders of the Series B Preferred Stock are entitled to cumulative dividends equal to eight percent of the stated value ($1,000) of the Series B Preferred Stock, payable quarterly in cash or common stock at the option of the holder. At the option of the holder, each share of Series B Preferred Stock converts into 60,255.214 shares (the “Series B Conversion Ratio”) of Common Stock of the Company, provided that, for a period of 36 months from the issuance date of the Series B Preferred Stock, if the Series B Conversion Ratio converts into a number of shares of common stock of the Company totaling less than 61.75% of the then outstanding shares of Common Stock of the Company, then the Series B Conversion Ratio shall be adjusted such that the Series B Preferred Stock shall be convertible into 61.75% of the then outstanding shares of Common Stock of the Company. The Series B Conversion Ratio is subject to adjustment under certain circumstances. The Series B Preferred Stock votes on an as converted basis on any matter submitted to the holders of the Company’s common stock.

Series C 8% Convertible Preferred Stock (the “Series C Preferred Stock”)

The following is a summary of the material rights and preferences of the Series C Preferred Stock set forth in the Certificate of Designation for the Series C Preferred Stock, and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Certificate of Designation for the Series C Preferred Stock, a copy of which is filed as an Exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Holders of the Series C Preferred Stock are entitled to cumulative dividends equal to eight percent of the stated value ($1,000) of the Series C Preferred Stock, payable quarterly in cash or common stock at the option of the holder. At the option of the holder, each share of Series C Preferred Stock converts into 51,647.326 shares (the “Series C Conversion Ratio”) of Common Stock of the Company, provided that, for a period of 36 months from the issuance date of the Series C Preferred Stock, if the Series C Conversion Ratio converts into a number of shares of common stock of the Company totaling less than 33.25% of the then outstanding shares of Common Stock of the Company, then the Series C Conversion Ratio shall be adjusted such that the Series C Preferred Stock shall be convertible into 33.25% of the then outstanding shares of Common Stock of the Company. The Series C Conversion Ratio is subject to adjustment under certain circumstances. The Series C Preferred Stock votes on an as converted basis on any matter submitted to the holders of the Company’s common stock.

Issuance of Preferred Stock

We issued 6,500 shares of our series B preferred stock to each of Stephen J. Price and Gerard Daignault for serving as officers and directors of our company, which shares are convertible into a total of 783,317,782 shares of our common stock, and we issued 3,500 shares of our series C preferred stock to each of ASC Recap and Adirondack Partners LLC upon entering into consulting agreements with us, which shares are convertible (subject to a 9.99% beneficial ownership limitation applicable to each holder) into a total of 361,531,282 shares of our common stock.

The issuance of the Series B Preferred Stock and Series C Preferred Stock set forth herein was not registered under the Securities Act of 1933, and was made in reliance upon the exemptions from the registration requirements of the Securities Act set forth in Section 4(2) thereof.

See Note 12 above for the potential dilution and liability associated with the issuance of these shares.

F-23

2010 Stock Incentive and Compensation Plan as Amended

Adoption of 2010 Stock Incentive and Compensation Plan

On January 7, 2010, the Board of Directors of the Company adopted the 2010 Stock Incentive and Compensation Plan, whereby the Board of Directors authorized 8,000,000 shares of the Company’s common stock to be reserved for issuance (the “2010 Stock Incentive Plan”). The purpose of the 2010 Stock Incentive Plan is to advance the interests of the Company by providing an incentive to attract, retain and motivate highly qualified and competent persons who are important to the Company and upon whose efforts and judgment the success of the Company is largely dependent. Grants to be made under the 2010 Stock Incentive Plan are limited to the Company’s employees, including employees of the Company’s subsidiaries, the Company’s directors and consultants to the Company. The recipient of any grant under the 2010 Stock Incentive Plan, and the amount and terms of a specific grant, is, determined by the board of directors. Should any option granted or stock awarded under the 2010 Stock Incentive Plan expire or become un-exercisable for any reason without having been exercised in full or fail to vest, the shares subject to the portion of the option not so exercised or lapsed will become available for subsequent stock or option grants.

January 7, 2010 Issuance

On January 7, 2010, the board approved and granted options for employees to purchase 2,750,00 shares of the Company's common stock with exercise price at $0.56 per share expiring two (2) years from the date of grant exercisable, in whole or in part, according to the following vesting schedule:

Twenty five percent (25%) of the total number of shares granted under the option scheme vested immediately as January 7, 2010, the date they were approved at the board meeting; a further twenty-five percent (25%) were vested on July 6, 2010.

The remaining Fifty percent (50%) of the shares granted under the option scheme shall vest pro rata every six (6) months, on the same date of the month as the date of grant of the option, over the following twelve (12) months of continuous service as a director, employee or consultant.

The Company estimated the fair value of option granted, estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	January 7, 2010

Expected life (year)		2.00

Expected volatility (*)		110.00	%

Risk-free rate(s)		0.5	%

Expected dividends		0.00	%

As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within gold mining industry which the Company plans to engage in to calculate the expected volatility. The Company calculated those five (5) comparable companies’ historical volatility over the expected life and averaged them as its expected volatility.

April 19, 2010 Issuance

On April 19, 2010, the board approved and granted an additional 50,000 common shares with an exercise price of $1.00 per share expiring two (2) years from the date of grant exercisable, in whole or in part, to the internal general counsel.

The April 2010 options shall be exercisable, in whole or in part, according to the following vesting schedule:

Twenty five percent (25%) of the total number of shares granted under the option plan on July 7, 2010, the date they were approved at the board meeting; a further twenty-five percent (25%) on October 19, 2011 and

The remaining fifty percent (50%) of the shares granted under the option plan shall vest pro rata every six (6) months, on the same date of the month as the date of grant of the option, over the following twelve (12) months of continuous service as a director.

F-24

July 1, 2010 Issuance

On July 1, 2010, the board approved and granted options for a director to purchase 500,000 shares of the Company's common stock with exercise price at $0.56 per share expiring two (2) years from the date of grant exercisable, in whole or in part, according to the following vesting schedule:

Twenty five percent (25%) of the total number of shares granted under the option scheme vested immediately as July 1, 2010, the date they were approved at the board meeting; a further twenty-five percent (25%) on January 1, 2011.

The remaining fifty percent (50%) of the shares granted under the option scheme shall vest pro rata every six (6) months, on the same date of the month as the date of grant of the option, over the following twelve (12) months of continuous service as a director.

The Company estimated the fair value of option granted, estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	July 1, 2010

Expected life (year)		1.99

Expected volatility (*)		110.00	%

Risk-free rate(s)		0.5	%

Expected dividends		0.00	%

Summary of the Company’s Stock Option Activities

The table below summarizes the Company’s stock option activities:

	Number of Option Shares			Exercise Price Range Per Share		Weighted Average Exercise Price		Fair Value at Date of Grant		Aggregate Intrinsic Value

Balance, June 30, 2011		3,300,000		$	0.56	$	0.56	$	-	$	-

Granted		-			-		-		-		-

Exercised		-			-		-		-		-

Expired		(2,800,000	)		0.56		0.56		-		-

Balance, June 30, 2013		500,000		$	0.56	$	0.56	$	-	$	-

Granted		-			-		-		-		-

Exercised		-			-		-		-		-

Expired		(500,000	)		0.56		0.56		-		-

Balance, June 30, 2014		-		$	-	$	-	$	-	$	-

Vested and exercisable, June 30, 2014		-		$	-	$	-	$	-	$	-

Unvested, June 30, 2014		-			-		-	$	-	$	-

F-25

During the year ended June 30, 2013 the Company recognized stock based compensation expense in the amount of $49,817 for the vested portion of the options.

Note 15 – Income Tax Provision

Deferred Tax Assets

At June 30, 2014, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $20,615,984 that may be offset against future taxable income through 2034. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $4,447,124 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The valuation allowance increased approximately $2,044,100 and $292,064 for the fiscal year ended June 30, 2014 and 2013, respectively.

Components of deferred tax assets at June 30, 2014 and 2013 are as follows:

	June 30, 2014			June 30, 2013
Net deferred tax assets – non-current:

Expected income tax benefit from NOL carry-forwards		4,447,124			2,403,024

Less valuation allowance		(4,447,124	)		(2,403,024

Deferred tax assets, net of valuation allowance	$	-		$	-

Income Tax Provision in the Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

	For the Fiscal Year Ended June 30, 2014			For the Fiscal Year Ended June 30, 2013

Federal statutory income tax rate		34.0	%		34.0	%

Change in valuation allowance on net operating loss carry-forwards		(34.0	)		(34.0	)

Effective income tax rate		0.0	%		0.0	%

Note 16 – Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follows:

Conversion of Convertible debt

From the Balance sheet date until the date of this report, we issued 1,493,672,814 shares of common stock for the retirement of $68,859 of convertible notes and $9,146 of expenses related to the conversions.

Liabilites Purchase Agreement

From the Balance sheet date until the date of this report, we issued 161,953,000 shares of common stock for the retirement of $9,522 of notes payable.

Issuance of Common shares

From the Balance sheet date until the date of this report, we issued 1,655,625,814 shares for the reasons stated above.

F-26

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. Controls and Procedures

Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management as appropriate, to allow timely decisions regarding required disclosure.

An evaluation was performed under the supervision and with the participation of our management, including the chief executive officer and the chief financial officer, of the effectiveness of the design and operation of our disclosure procedures. Based on management's evaluation as of the end of the period covered by this Annual Report, our principal executive officer and chief financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) were sufficiently effective to ensure that the information required to be disclosed by us in the reports that we file under the Exchange Act is gathered, analyzed and disclosed with adequate timeliness, accuracy and completeness.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on that evaluation, our management concluded that, as of June 30, 2011, our internal control over financial reporting was not effective due to material weaknesses in the system of internal control. Specifically, management identified the following control deficiency. The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in internal controls

There have been no changes in our internal control over financial reporting identified in connection with the evaluation described above that occurred during our last fiscal quarter that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

ITEM 9B. Other Information

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Executive Officers

The following table contains information with respect to our current executive officers and directors.

Name	Age	Position

Stephen J. Price	54	Chief Executive Officer and Director

Conrad R. Huss	66	President and Director

Gerard Daignault	55	Chief Financial Officer, Secretary and Director

The principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and officers are as follows:

Stephen J. Price, Chief Executive Officer and Director, joined our company on April 7, 2014. Mr. Price has more than 32 years of experience in various segments of the animal agriculture industry. Mr. Price served as Senior Director of Operations of AgFeed USA, LLC, a top-tier swine production company marketing 1.3 million hogs annually from January 2012 to December 2013. Mr. Price oversaw farrowing, finishing, feed and logistics operations, in addition to managing human resources, IT support and the critical operational relationship with the company’s primary customer, Hormel Foods. On July 15, 2013, AgFeed filed for Chapter II bankrupty protection in the U.S. Bankrupty Court for the District of Delaware. In April 2014, the SEC revoked AgFeed’s Exchange Act registration. Prior to joining AgFeed, Mr. Price was President and Chief Executive Officer of a $400 million veterinary pharmaceutical distribution company focused on serving over 20,000 food animal producers and veterinarians from January 2009 to October 2010. Prior to his appointment as President, he served the company as Chief Operating Officer, Vice President of Sales and Marketing and General Manager of the company’s livestock division from April 2002 to January 2009. Additionally, Mr. Price owned an Oklahoma-based cattle backgrounding and feeding enterprise from 1991 to 2000. Mr. Price holds a B.A. degree in Animal Science from Oklahoma State University.

Mr. Price is well qualified to serve as a director of our company due to his substantial knowledge and more than three decades of working experience in leadership roles in the animal agriculture industry.

Conrad R. Huss, President and Director, joined our company in January 2013 as our Chief Executive Officer, Secretary, Chief Financial Officer and Director. On April 7, 2014, Mr. Huss resigned as our Chief Executive Officer, Chief Financial Officer and Secretary, but remained as our President and a member of our board of directors. Mr. Huss is a financial professional with more than 25 years of investment banking and operating experience. Most recently, he was with Ocean Cross Capital Markets as senior Managing Director from September 2011 to January 2013. Previously, he was a Senior Managing Director at Southridge Investment Group from November 2006 to September 2011. Mr. Huss was on the board of directors of Infinity Capital Group, Inc., a business development company, until September 2010.

Mr. Huss is well qualified to serve as a director of our company due to his substantial knowledge of capital markets and investment banking.

Gerard Daignault, Chief Financial Officer, Secretary and Director, joined our company on April 7, 2014. Mr. Daignault brings more than 33 years of experience including 24 years at the chief financial officer level for several global agricultural companies. Mr. Daignault served in roles as Chief Operating Officer, Chief Executive Officer and interim Chief Financial Officer of AgFeed Industries, Inc., a multinational agribusiness with animal nutrition and swine production operations in the United States and China, from 2008 to December 2013. Immediately prior to joining AgFeed, Mr. Daignault was a co-founder of Spectrum Agribusiness, a global animal protein strategic consulting firm, from 2007 to 2008. Previously, Mr. Daignault served as Director of Finance of PIC North America, the United States’ largest swine genetics company, from 2004 to 2007. Additionally, Mr. Daignault served as Chief Financial Officer of Newsham Hybrids (1999 to 2003), Chief Financial Officer for PMAG Products (1995 to 1999), and Director of Finance for Purina Mills (1981 to 1995). Mr. Daignault holds a B.A. degree in Finance and Accounting from the University of Missouri.

Mr. Daignault is well qualified to serve as a director of our company due to his substantial knowledge and more than three decades of working experience in financial, accounting and operational issues highly relevant to our animal agriculture business.

Each director holds office until the next annual meeting of stockholders or until their successor has been duly elected and qualified. Executive officers are elected annually and serve at the discretion of our board of directors.

There are no family relationships among our directors, nominees for director and executive officers.

Compliance with Section 16(a) of the Securities Exchange Act.

Based solely upon a review of Forms 3 and 4 furnished to the company under Rule 16a-3(e) of the Securities Exchange Act during its most recent fiscal year and Forms 5 furnished to the company with respect to its most recent fiscal year and any written representations received by the company from persons required to file such forms, the following persons – either officers, directors or beneficial owners of more than ten percent of any class of equity of the company registered pursuant to Section 12 of the Securities Exchange Act – failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act during the most recent fiscal year or prior fiscal years:

Name	# of Late Reports	# of Transactions Not Timely Reported	# of Failures to File a Required Report
Steve Price, Director	N/A	N/A	N/A
Gerard Daignault, Director	N/A	N/A	N/A
Conrad R. Huss, Director	N/A	N/A	N/A

Code of Ethics

We have not yet prepared a written code of ethics and employment standards. We have only recently commenced operations. We expect to implement a Code of Ethics during the current fiscal year.

Corporate Governance; Audit Committee Financial Expert

We currently do not have an audit committee financial expert or an independent audit committee expert due to the fact that our Board of Directors currently does not have an independent audit committee. Our Board of Directors currently has no independent members, and thus, does not have the ability to create a proper independent audit committee.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table

Name and Prinicipal Position	Fiscal Year		Salary $		Bonus $		Stock Awards (1) $		Option Awards $		All Other Compensation $		Total $

Conrad Huss (1)		2014		73,125		-		36,000		-		-		109,125
President		2013		20,000		-				-		-		20,000

Steve Price (2)		2014		65,283										65,283
Chief Executive Officer		2013		-		-		-		-		-		-

Gerard Daignault (2)		2014		65,283										65,283
Chief Financial Officer		2013		-		-		-		-		-		-

(1) Mr. Huss received 36 million shares of Restricted common stock on January 28, 2014 Due to their restriction and limited trading volume, we valued these shares at par value for purposes of this table

(2) Mssrs. Price and Daignault have not received any cash compensation from the Company. However, their salary and benefits have been accrued per above

Outstanding Equity Awards at Year-End

The following table sets forth certain information relating to equity awards outstanding as of December 31, 2013 for the Named Executive Officer.

Option Awards

Stock Awards

Name

Grant Date

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Option
Exercise
Price
$(/Sh)

Option
Expiration
Date

Number
of Shares
of Stock
that Have
Not Vested
(2) (#)

Market
Value of
Shares
or Units
that
Have
Not
Vested
(2) ($)

Conrad R. Huss, President and Former Chief Executive Officer and Secretary

N/A

Steve Price, Chief Executive Officer

N/A

Gerard Daignault, Chief Financial Officer

N/A

Option Exercises and Stock Vested

The following table sets forth certain information relating to the exercise of stock options and the vesting of stock awards during the year ended December 31, 2013 for each Named Executive Officer.

Option Awards

Stock Awards Name

Number of
Shares
Acquired on
Exercise (#)

Value Realized
on Exercise ($)

Number of
Shares
Acquired on
Vesting (#)

Value Realized
on Vesting ($)

Conrad R. Huss, President and Former Chief Executive Officer and Secretary

—

Employment Agreements and Post Termination Compensation

We currently do not have any employment agreements in place with our officers or other employees. On April 7, 2014, we issued 6,500 shares of our series B preferred stock to each of Messrs. Price and Daignault for serving as officers and directors of our company.

Consulting Agreements

On April 7, 2014, we entered into a consulting agreement with ASC Recap. Pursuant to this agreement, ASC Recap provides us with certain business, financial consulting and advisory services. In consideration for these services, we issued 3,500 shares of our series C preferred stock to ASC Recap upon entering into the consulting agreement.

On April 7, 2014, we entered into a consulting agreement with Adirondack Partners LLC (“Adirondack”). Pursuant to this agreement, we retained Adirondack to provide us with certain business consulting and advisory services. In consideration for these services, we issued 3,500 shares of our series C preferred stock to Adirondack upon entering into the consulting agreement.

Director Compensation

We currently do not compensate our directors for their time spent on our behalf, but they are entitled to receive reimbursement for all out of pocket expenses incurred for attendance at our Board of Directors meetings.

The following table sets forth certain information concerning the compensation paid or earned by the Directors who were not Named Executive Officers for services rendered in all capacities during the fiscal year ended December 31, 2013.

Name

Fees Earned or
Paid in Cash

Restricted Stock
Awards
Aggregate Fair
Value

Stock Option
Awards
Aggregate Fair
Value (1)

Total

Conrad R. Huss

—

(1)

The amounts in this column represent the aggregate grant date fair values of the restricted stock granted to the director during the year ended December 31, 2013 in accordance with stock compensation accounting.

Board Committees

Our board of directors expects to create an audit committee, compensation committee, and nominations and governance committee within the next 24 months, in compliance with established corporate governance requirements.

Currently, we have no “independent” directors, as that term is defined under Nasdaq listing rules, because our directors also serve as executive officers.

Audit Committee. We plan to establish an audit committee of the board of directors. The audit committee would be primarily responsible for reviewing the services performed by our independent registered public accounting firm and evaluating our accounting policies and our system of internal controls.

Compensation Committee. We plan to establish a compensation committee of the board of directors. The compensation committee would review and approve our salary and benefits policies, including compensation of executive officers. The compensation committee would also administer any future incentive compensation plans, and recommend and approve grants of stock options, restricted stock and other awards under any such plan.

Nominations and Governance Committee. We plan to establish a nominations and governance committee of the board of directors. The purpose of the nominations and governance committee would be to select, or recommend for our entire board’s selection, the individuals to stand for election as directors at the annual meeting of stockholders and to oversee the selection and composition of committees of our board. The nominations and governance committee’s duties would also include considering the adequacy of our corporate governance and overseeing and approving management continuity planning processes.

To date, our full board, rather than any of the committees, has performed all of these functions. We are not required to maintain board committees at this time because our shares are not listed on a national securities exchange. The Company started compensating directors and executives as consultants, to prepare for the acquisition of the Brazilian exploration company and the following compensation was paid and accrued to June 30, 2014, including stock options expensed:

Compensation of Directors

Pension and Retirement Plans

Currently, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors or employees, in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement or any other termination of employment with us, or from a change in our control.

Employment Agreements

We do not have written employment agreements.

Audit Committee

Presently, our Board of Directors is performing the duties that would normally be performed by an audit committee. We intend to form a separate audit committee, and plan to seek potential independent directors. In connection with our search, we plan to appoint an individual qualified as an audit committee financial expert.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information, as of September 29, 2014, with respect to the beneficial ownership of our common stock by: (i) each holder of more than five percent of the outstanding shares of our common stock; (ii) our executive officers and directors; and (iii) all our executive officers and directors as a group. Our issued and outstanding voting securities at the close of business on September 29, 2014, consisted of 2,387,368,551 shares of common stock, 29,484,001,611 shares of common stock issuable upon conversion of our series B preferred stock, and 9,539,924,732 shares of common stock issuable upon conversion (subject to a 9.99% beneficial ownership limitation applicable to each holder) of our series C preferred stock.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, each entity or person listed below maintains an address of c/o Conexus Cattle Corp., 242 West Main Street, Hendersonville, Tennessee 37075.

The number of shares beneficially owned by each stockholder is determined under rules promulgated by the U.S. Securities and Exchange Commission. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after September 29, 2014 through the exercise of any stock option, warrant or other right. The inclusion in the following table of those shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner.

		Shares of Common Stock Beneficially Owned
Name	Positions held with Conexus Cattle	Number of Shares			Percent of Class

Stephen J. Price	Chief Executive Officer and Director		14,742,000,806	(1)		30.9	%
Gerard Daignault	Chief Financial Officer, Secretary and Director		14,742,000,806	(1)		30.9	%
Conrad R. Huss	President and Director		36,000,000			0.0	%
Adirondack Partners LLC (3)	-		4,769,962,366	(2)		9.9	%
ASC Recap LLC (4)	-		4,769,962,366	(2)		9.9	%
All directors and executive officers as a group (3 persons)			29,520,001,611			61.8	%

(1)

Messrs. Price and Daignault each hold 6,500 shares of our series B 8% convertible preferred stock, which shares are each convertible into 695,156 shares of our common stock. The series B preferred stock votes on an as-converted basis on any matter submitted to holders of our common stock.

(2)

Adirondack Partners LLC and ASC Recap LLC each hold 3,500 shares of our series C 8% convertible preferred stock, which shares are each convertible into 417,721 shares of our common stock. Subject to a beneficial ownership limitation, the series C preferred stock votes on an as-converted basis on any matter submitted to holders of our common stock. Pursuant to the terms of the series C preferred stock, a holder of series C preferred stock may not convert such stock to the extent that the holder and its affiliates would beneficially own in excess of 9.99% of our common stock outstanding immediately after giving effect to such conversion. For purposes of this 9.99% limitation, beneficial ownership is calculated as set forth in Securities Exchange Act Rule 13d-3.

(3)

K. Ivan F. Gothner, Managing Director of Adirondack Partners LLC, has voting power and investment power over the securities held by Adirondack Partners.

(4)

Stephen M. Hicks, Manager of ASC Recap LLC, has voting power and investment power over the securities held by ASC Recap.

The table also shows the number of shares beneficially owned as of September 29, 2014 by each of the individual directors and executive officers and by all directors and executive officers as a group.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Other than the stock transactions disclosed below, we have not entered into any transactions in which any of our directors, executive officers, or affiliates, including any member of an immediate family, had or are to have a direct or indirect material interest.

Series B Preferred Stock Issued to Current Management

See the issuance of the Series B Preferred stock described in Footnote 14 to the Financial Statements.

Shares Issued to Conrad R. Huss

On July 1, 2013, the Company issued to its former Chief Executive Officer a Promissory Note in the principal amount of $24,000, with no interest. Principal is payable on demand.

On January 28, 2014, the Company issued to its former Chief Executive Officer a Promissory Note in the principal amount of $12,000, with no interest. Principal is payable on demand.

On January 28, 2014, the former Chief Executive Officer converted the entire note balance into 36,000,000 shares of common stock.

Our Board of Directors has determined that none of the members of our Board of Directors qualifies as an “independent” director under Nasdaq’s definition of independence.

There were no relationships or related party transactions during the years ended June 30, 2014 or 2013 requiring disclosure.

Procedure for Approval of Related Party Transactions

Any request for us to enter into a transaction with an executive officer, director or employee, or any of such persons’ immediate family members or affiliates, must first be presented to our Board for review, consideration and approval. In approving or rejecting the proposed agreement, our Board will review each such transaction for potential conflicts of interest or improprieties.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.

The aggregate fees billed by our auditor, during the years ended June 30, 2014 and 2013, for professional services rendered for the audit of our annual financial statements and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q during that fiscal year were $31,000 and $38,000, respectively.

Tax Fees.

We incurred no fees to auditors for tax compliance, tax advice or tax compliance services during the fiscal years ended June 30, 2014 and 2013.

All Other Fees.

We did not incur any other fees billed by auditors for services rendered to us other than the services covered in "Audit Fees" for the fiscal years ended June 30, 2014 and 2013.

The Board of Directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant's independence.

Since there is no audit committee, there are no audit committee pre-approval policies and procedures.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit
Number		Description

3.1		Articles of Incorporation*
3.2		By-laws*
10.1		Lease Agreements
31.1		Section 302 Certification – Chief Executive Officer
31.2		Section 302 Certification – Chief Financial Officer
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer.
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – President.32.3. Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer.
101		XBRL (eXtensible Business Reporting Language)

*Incorporated by reference to our SB-2 Registration Statement, file number 333-119566, filed on October 30, 2006.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 29 day of September, 2014.

CONEXUS CATTLE CORP.

Date: September 29, 2014

	By:	/s/ Steve Price
	Steve Price
	Chief Executive Officer

	By:	/s/ Gerard Daignault
	Gerard Daignault
	Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this request has been signed below by the following persons on behalf of the registrant and in the capacities and on the date included.

Signature		Title	Date

By:	/s/ Steve Price	Chief Executive Officer	September 29, 2014
Steve Price		(Principal Executive Officer),
		Director

By:	/s/ Gerard Daignault	Chief Financial Officer	September 29, 2014
Gerard Daignault		(Principal Financial Officer),
		Director

By:	/s/ Conrad R. Huss	President and Director	September 29, 2014
Conrad R. Huss

Exhibit 10.1

Lease Agreement

Insert lease agreement

Exhibit 31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steve Price, certify that:

1. I have reviewed this annual report on Form 10-K of Conexus Cattle Corp.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within ninety (90) days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant’s other certifying officer and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: September 29, 2014

By:	/s/ Steve Price
Name: Steve Price
Title: Director and Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gerard Daignault, certify that:

1. I have reviewed this annual report on Form 10-K of Conexus Cattle Corp.

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:

c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

Date: September 29, 2014

By:	/s/ Gerard Daignault
Name: Gerard Daignault
Title: Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CONEXUS CATTLE CORP. (the "Company") on Form 10-K for the period ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steve Price, Chief Executive Officer, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 29, 2014

By:	/s/ Steve Price
Name: Steve Price
Title: Director and Chief Executive Officer
(Principal Executive Officer)

Exhibit 32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CONEXUS CATTLE CORP. (the "Company") on Form 10-K for the period ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerard Daignault, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 29, 2014

By:	/s/ Gerard Daignault
Name: Gerard Daignault
Title: Chief Financial Officer
(Principal Financial Officer)

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