CNXS Connexus Corporation (CE)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignations

Effective January 30, 2013 the following individuals resigned as officers and or directors of Brazil Gold, Corp. (the “Company”): Hiro Mitsuchi resigned as director; Phillip E. Jennings resigned as director, Chief Executive Officer and Chief Operating Officer; Lisa Boksenbaum resigned as General Counsel, and Leigh Freeman resigned as an officer and director of the Company.

Appointment

Effective January 30, 2013 Conrad Huss, age 64, was named Director, Chief Executive Officer, Secretary and Chief Financial Officer of the Company.  The Company has agreed to pay Mr. Huss $4,000 per month that he serves in such capacity.  In the event the Company does not have sufficient capital to compensate Mr. Huss as set forth above, the Company shall issue Mr. Huss a convertible promissory note (the “Note”) each month for the compensation set forth above.  The note enables the holder to convert the principal amount of the Note into shares of common stock of the Company at a conversion price equal to eighty percent (80%) of the market price of the Company’s common stock.  The Note contains a provision whereby the holder cannot convert the Note into more than 9.99% of the then outstanding shares of the Company’s common stock.

Mr. Huss is a financial professional with over 25 years of investment banking and operating experience. Most recently he was with Ocean Cross Capital Markets as senior Managing Director.  Previously he was a Senior Managing Director at Southridge Investment Group.  Mr. Huss was on the Board of Directors of Infinity Capital Group, Inc. until September, 2010.

The issuance of the Note 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.