UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~(Mark~~x ~~One~~ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

xFor ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended: June ~~SECTION~~30, ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2015

~~For~~¨ ~~the~~TRANSITION ~~fiscal~~REPORT ~~year~~UNDER ~~ended~~SECTION ~~June~~13 ~~30,~~OR ~~2014~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORCommission file number: 001-33714

¨CONEXUS ~~TRANSITION~~CATTLE ~~REPORT~~CORP. ~~PURSUANT TO SECTION 13 OR 15~~(d)Exact OFname ~~THE~~of ~~SECURITIES~~registrant ~~EXCHANGE~~as ~~ACT~~specified OFin ~~1934~~its charter)

For the transition period from __________ to ______________

Nevada		980430746
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~Commission~~242 ~~File~~West ~~Number~~Main ~~001-33714~~Street

~~CONEXUS~~Hendersonville, ~~CATTLE~~Tennessee ~~CORP.~~37075

(~~Exact~~Address ~~name~~ of ~~registrant~~principal asexecutive ~~specified in its charter~~offices)

Nevada		98-0430746
State or other jurisdiction of		(I.R.S. Employer Identification no.)
incorporation or organization

(212) 508-2175

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

(Issuer's telephone number, including area 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~~under to Section 12(g) of the Exchange Act:

Common Stock, $0.001 ~~Par~~par ~~Value~~value

(Title of ~~class~~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 15Section 15(d) of the ~~Exchange~~ Act ¨ . Yes ¨ No x

Indicate by check mark ifwhether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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~~checkmark ~~mark~~ whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive ~~Date~~ Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§~~229~~232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ~~Yes x~~ Yesx No ¨

Indicate by check mark if ~~there is no~~ disclosure of delinquent filers inpursuant ~~response~~ to Item 405 of Regulation S-BK is not contained ~~in this form~~herein, and will not be contained, to the best of ~~the Registrant~~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~~smaller reporting company. See the ~~definitions~~ definition of “"large accelerated filer”," "accelerated filer" and “"smaller reporting company”" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer ¨ ~~Accelerated filer ¨~~ Non-accelerated filer ¨ ~~(Do~~Accelerated ~~not~~filer ~~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~~registrant's voting ~~stock~~ and non-voting common equity held by non-affiliates (as defined by Rule 12b-2 of the ~~registrant~~Exchange onAct) ~~December~~computed ~~31,~~by ~~2013,~~reference to the ~~end~~price ofat ~~our~~which ~~fiscal~~the ~~second~~common ~~quarter,~~equity ~~(computed~~was bylast ~~reference to~~sold was $0.0009. As of November 10, 2015, the ~~closing~~registrant ~~price~~has one class of ~~such~~common ~~stock~~equity, onand the number of shares issued and outstanding of such ~~date)~~common equity was ~~approximately $100~~31,~~000~~178,843.

~~The~~Documents ~~number~~Incorporated ofBy ~~shares of common stock issued and outstanding as of September 29, 2014~~Reference: ~~2,387,368,551 shares~~None.

TABLE OF CONTENTS

		Page
PART I
PART I
Item 1.		Business	4
Item 1.	Business	3
Item 1A.		Risk Factors	11
Item 1A.	Risk Factors	7
Item 1B.		Unresolved Staff Comments	25
Item 1B.	Unresolved Staff Comments	12
Item 2.		Properties	25
Item 2.	Properties	12
Item 3.		Legal Proceedings	25
Item 3.	Legal Proceedings	12
Item 4.		Mine Safety Disclosures	25
Item 4.	Mine Safety Disclosures	12
PART II
PART II
Item 5.		Market For Registrant's Common Equity and Related Stockholder Matters	26
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.		Selected Financial Data	27
Item 6.	Selected Financial Data	15
Item 7.		Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk	32
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 8.		Financial Statements	32
Item 8.	Financial Statements and Supplementary Data	18
Item 9.		Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	32
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	19
Item 9A.		Controls and Procedures	33
Item 9A.	Controls and Procedures	19
Item 9B.		Other Information	33
Item 9B.	Other Information	19
PART III
PART III
Item 10.		Directors, Executive Officers and Corporate Governance	34
Item 10.	Directors, Executive Officers and Corporate Governance	20
Item 11.		Executive Compensation	35
Item 11.	Executive Compensation	22
Item 12.		Security Ownership of Certain Beneficial Owners and Management	36
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	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	27
Item 14.		Principal Accounting Fees and Services	43
Item 14.	Principal Accountant Fees and Services	28
PART IV
PART IV		28
Item 15.		Exhibits, Financial Statements Schedules	44
Item 15.	Exhibits and Financial Statement Schedules
SIGNATURES			45
SIGNATURES		29

~~PART~~SPECIAL INOTE REGARDING FORWARD-LOOKING STATEMENTS

~~ITEM~~Included ~~1 BUSINESS~~in this Form 10-K are "forward-looking" statements, as well as historical information. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled "Risk Factors." Forward-looking statements include those that use forward-looking terminology, such as the words "anticipate," "believe," "estimate," "expect," "intend," "may," "project," "plan," "will," "shall," "should," and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and we cannot assure you that actual results will be consistent with these forward-looking statements. Important factors that could cause our actual results, performance or achievements to differ from these forward-looking statements include the following:

~~Plan~~· the availability and adequacy of ~~Operation~~our cash flow to meet our requirements; · economic, competitive, demographic, business and other conditions in our local and regional markets; · changes or developments in laws, regulations or taxes in the bitcoin industry; · actions taken or not taken by third-parties, including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; · competition in the bitcoin ATM industry; · the failure to obtain or loss of any license or permit; · success of the bitcoin ATM technology; · changes in our business and growth strategy, capital improvements or development plans; · the availability of additional capital to support capital improvements and development; and · other factors discussed under the section entitled "Risk Factors" or elsewhere in this annual report.

~~Conexus~~All ~~Cattle~~forward-looking ~~Corp.~~statements isattributable ~~engaged~~to inus ~~the~~are ~~early stages~~expressly ofqualified ~~establishing a new venture~~ in ~~the~~their ~~beef~~entirety ~~cattle~~by ~~production~~these 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,~~other ~~we identified a significant business opportunity in beef cattle production~~factors. We ~~have~~undertake ~~been~~no ~~able~~obligation to ~~team~~update ~~with~~or ~~executives~~revise ~~who~~these ~~have~~forward-looking ~~many~~statements, ~~years~~whether ofto ~~experience~~reflect inevents ~~all~~or ~~aspects~~circumstances ofafter ~~live~~the ~~animal agriculture.~~date Ininitially ~~connection~~filed ~~with~~or ~~this venture~~published, ~~we changed our corporate name~~ to ~~Conexus~~reflect ~~Cattle~~the ~~Corp.~~occurrence inof ~~June~~unanticipated ~~2014,~~events ~~reflecting~~or ~~our broader business interests~~otherwise.

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.

WePART 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.I

~~Our~~Item ~~focus is on cows and calves~~1. ~~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~~Business. 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~~As ~~geographic~~used ~~focus~~in ~~will~~this beannual ~~the central and southern states of Kentucky~~report, ~~Tennessee~~"we", ~~Virginia~~"us", ~~Missouri~~"our", ~~Kansas~~"Conexus", ~~Arkansas,~~"Company" ~~northern~~or ~~Mississippi, northern Alabama, eastern Oklahoma, east Texas, southern Indiana and southern Illinois. Initially,~~ "our ~~emphasis~~company" ~~will~~refers ~~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~~Conexus ~~head~~Cattle ~~and lend themselves to establishment of multiple production pods of 5,000 head each~~Corp. ~~This geographic area also has consistently good levels of precipitation and grassland that will support a relatively high density of animals per acre.~~

WeCompany 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.History

~~Operational~~On ~~Flow~~June ~~Illustration~~17, 2004, we incorporated under the laws of the State of Nevada as Dynamic Alert Limited ("Dynamic Alert Limited"). From inception through November 2009, we attempted to build a business that assisted consumers with their security needs. The focus of our business operations was to assist our customers in creating and implementing a personalized security plan by offering a three-fold service including (i) developing plans tailored to individual's security needs, (ii) source and market personal security products, and (iii) provide personal protection on an as-needed basis. The results of our security operations were unsuccessful. Effective January 1, 2010, the Company decided it was in the best interest of the corporation and its shareholders to discontinue its security operation, change its business focus, and search for other opportunities. As a result, we started reviewing mineral exploration and other opportunities with the objective of bringing revenue to the Company and value to our shareholders.

AOn ~~description~~December 22, 2009, as amended February 25, 2010, pursuant to the provisions of ~~how~~the Articles of Merger, Dynamic Alert Limited, Brazil Gold Corp., a Nevada Corporation and wholly owned subsidiary of Dynamic Alert Limited, was merged with Dynamic Alert Limited being the surviving entity (the "Merger"). On March 15, 2010, in connection with the Merger our ~~operation~~name iswas ~~currently expected~~changed from Dynamic Alert Limited to ~~work~~Brazil isGold ~~illustrated~~Corp. ~~below:~~to better reflect our business operations related to the exploration of precious metals, most significantly gold in Brazil.

~~Our~~As ~~business~~we ~~development~~examined ~~team~~various ~~will~~macro ~~first establish~~issues ~~relationships~~impacting ~~with~~natural resources, commodities and ~~generate~~agriculture, ~~prospective~~we ~~cattleman~~identified ~~leads~~a ~~from~~significant business opportunity in beef cattle production. In early 2014, ~~various~~we ~~agriculture-related~~began ~~professionals~~to intransition our ~~target markets~~prior primary business centered on precious metal exploration, under the then name of Brazil Gold Corp. ~~Local~~, into the beef cattle production industry. We were able to team with individuals who had experience in live animal agriculture. ~~bankers~~In connection with this venture, ~~veterinarians~~the Company changed its corporate name to Conexus Cattle Corp. in June 2014, ~~real~~reflecting ~~estate~~its ~~agents~~broader ~~and~~business ~~farm~~interests.Due ~~equipment~~to ~~dealers~~the ~~are~~lack ~~among~~of ~~those~~results ~~agriculture professionals~~in ~~that~~the ~~our~~Company's attempt to implement its business ~~development~~plan ~~team~~in ~~will~~the bebeef ~~responsible~~cattle production industry, management determined it was in the best interests of the shareholders to look for ~~contacting~~other potential business opportunities that might be available to the Company.

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.Company

~~Our~~On ~~employees~~May ~~will~~13, ~~subsequently~~2015, ~~enter~~Conexus ~~into production~~Cattle ~~contracts~~Corp., ~~with~~a ~~those~~Nevada ~~cattlemen~~corporation ~~that~~(the ~~satisfy~~"Company"), ~~our~~Bitcoin ~~criteria. The~~Direct ~~terms~~LLC, ofa ~~the~~Nevada ~~contract~~limited ~~will~~liability ~~specify~~company ~~that~~("Bitcoin") weand ~~will provide~~all toof the ~~cattleman~~members ~~cows~~of ~~and~~Bitcoin, ~~bulls~~entered ~~and~~into ~~procure~~a ~~hay,~~Securities ~~feed,~~Exchange ~~vitamins~~Agreement, ~~minerals,~~pursuant ~~veterinary~~to ~~care~~which ~~and~~the ~~other~~Company ~~production~~acquired ~~inputs at~~memberships ~~our~~interests ~~expense,~~representing ~~and~~51% of Bitcoin in exchange for 500 shares of the ~~cattleman~~Company's ~~will~~Series ~~provide~~H ~~fenced~~Preferred ~~pasture~~(as ~~land,~~described ~~water~~herein), ~~equipment~~with ~~and~~an ~~animal~~aggregate ~~care~~stated invalue equal to $500,000 (the "Exchange Agreement"). In accordance with ~~our~~the ~~SOPs. The~~terms ~~cattleman~~of ~~will~~the ~~receive~~Exchange aAgreement, ~~fixed~~the ~~monthly~~Company ~~fee~~has ~~per~~agreed ~~cow~~to ~~and~~provide ~~will~~a ~~have~~working ancapital ~~opportunity~~facility to ~~earn~~Bitcoin in an ~~annual~~amount ~~production~~up ~~bonus~~to ~~based~~$300,000 ~~on calf~~to ~~production~~be ~~and~~utilized ~~adherence~~by Bitcoin as needed and to ~~our~~be ~~SOPs~~repaid by Bitcoin from working capital generated from Bitcoin's operations. ~~Our~~ ~~employees~~In ~~will~~addition, ~~transport~~the ~~animals~~Exchange ~~intended~~Agreement provides an option to the members of Bitcoin for ~~sale~~a period of five years to repurchase from the ~~farm~~Company on10% aof ~~periodic basis~~the Bitcoin membership interests held by the Company for $250,000.

OnThe anCompany ~~ongoing~~focuses ~~basis,~~on ~~our~~providing ~~production~~bitcoin ~~team will~~solutions ~~manage~~to ~~the~~consumers ~~cattleman~~in ~~relationship~~the ~~and~~United ~~work~~States ~~with~~through ~~them~~Bitcoin toAutomated ~~assure~~Teller ~~understanding~~Machines ~~and~~("Bitcoin ~~application~~ATMs"). ofWe ~~our~~currently ~~SOPs. The~~own ~~production managers~~seven ~~will~~Bitcoin ~~monitor~~ATMs ~~cattle~~with ~~inventories,~~four ~~order~~operating ~~needed~~Bitcoin ~~supplies~~ATMs ~~and~~located ~~veterinary~~in ~~care~~Las Vegas, Nevada at the LINQ Hotel and ~~assure~~Casino, ~~SOP~~Sin ~~compliance~~City ~~through~~Vape, ~~regular on-site~~One ~~visits~~Kicks Gym, and ~~phone~~McFadden's ~~consultations~~Restaurant and Saloon. ~~Our~~ ~~cattlemen~~Through ~~and~~our ~~production~~Bitcoin ~~teams~~ATMs ~~will~~we ~~produce~~intend ~~quality~~to ~~feeder~~generate ~~cattle~~revenue ~~ready~~from transaction fees charged to ~~be marketed~~consumers bywho purchase or sell bitcoin using our ~~marketing~~machine. ~~staff~~We tomay ~~cattle~~also ~~feedlots~~generate revenue from the margin between our cost of bitcoins and the ~~meat~~selling ~~packers~~price of bitcoins.

~~Industry~~The ~~Background~~process for customers using the Bitcoin ATMs to purchase bitcoins for a transaction are as follows: (i) customer presses "buy bitcoin" on the Bitcoin ATM, (ii) customer holds up the bitcoin wallet on their phone and the Bitcoin ATM captures the customer's bitcoin account information, (iii) customer inserts money into the machine and the customer presses "buy" (iv) machine sends money via the Internet to the wallet on the customer's phone.

~~Food~~Our ~~production~~executive isoffices ~~sometimes referred to in the media as the world’s biggest industry and animal products~~ are alocated ~~large~~at ~~component~~242 ofWest ~~this~~Main ~~industry~~Street, ~~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~~Hendersonville, ~~cattle~~Tennessee ~~produced~~37075 ~~for beef~~ and ~~milk~~our ~~represent~~telephone anumber ~~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~~212-~~based cow/calf breeding operations, forage~~508-~~based calf growing operations, grain-based feedlot operations, cattle harvest and beef processing facilities~~2175.

~~Historically,~~Bitcoin 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.ATMs

~~Since~~According ~~1960~~to CoinTelegraph, ~~the~~as ~~number~~ of ~~hog~~May ~~operations~~2015, ~~has~~there ~~declined~~are to400 ~~50,000~~Bitcoin ~~from~~ATMs ~~1,800,000~~around ~~operations, with~~ the ~~average hog inventory at these operations having grown to 1,800 from 50 hogs~~world. ~~During~~ ~~the~~On ~~same~~October ~~period~~28, ~~poultry operations have declined to 25~~2013,~~000~~ ~~from 2,200,000 operations, with~~ the ~~average~~first ~~broiler~~Bitcoin ~~inventory~~ATM ~~having~~was ~~grown~~installed toin ~~50,000~~a ~~from~~coffee 25shop ~~chickens,~~located ~~according~~in to the ~~2007~~City ~~USDA Census~~ of ~~Agriculture. By comparison~~Vancouver, ~~cattle~~British ~~operations~~Columbia, ~~have been reduced by only 20% since 1993~~Canada. The ~~top~~bitcoin 25machine ~~domestic~~generated ~~cow/calf~~over ~~operations,~~approximately ~~as reported by the National Cattlemen’s Beef Association~~CA$100,000 ~~represent~~in ~~less~~approximately ~~than~~348 1%transactions ofin the ~~total~~first ~~domestic~~eight ~~production~~days ~~base~~ of 29it ~~million head~~being in operation.

~~The~~According ~~agriculture~~to ~~producer~~metrics ~~base~~from isCoin ~~aging. Based~~ATM ~~on USDA census data~~Radar, ~~the~~a ~~average~~website ~~age~~that oftracks ~~farmers and ranchers has been steadily increasing over~~ the ~~last~~bitcoin 30ATM ~~years. In 1982~~industry, ~~the~~one ~~average~~Bitcoin ~~American~~ATM ~~farmer~~is ~~was~~installed 50every ~~years~~two ~~old; by 2012~~days, ~~the~~outlining 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~~growing ~~accessing capital and the lack of available land as the two leading limiting factors to entering farming~~demand. ~~Agricultural land has become ever more expensive and the capital requirements of modern agriculture ever greater.~~

~~Due~~According to ~~its highly fragmented nature~~CoinTelegraph, ~~the beef~~in ~~cattle~~2014 ~~industry~~there ~~has~~was ~~not~~a ~~had~~large ~~the~~number ~~degree~~ of ~~supply~~Bitcoin ~~chain~~ATMs ~~integration~~launched ~~that~~around ~~has~~the ~~become~~world, ~~standard~~notably in ~~other~~Eastern ~~areas~~Europe, ofSoutheast ~~agriculture. Driven~~Asia, inLatin ~~part by consumers’ growing demand to understand the origin and production characteristics of their food~~America, ~~and~~Africa ~~heightened awareness of animal care~~ and ~~handling~~the ~~issues,~~Middle ~~there is a growing focus on beef supply chain management~~East. ~~The~~ ~~supply~~While ~~chain is~~the ~~evolving~~bitcoin ~~such~~ATM ~~that~~industry ~~processors~~experienced ~~will~~impressive ~~seek~~growth ~~beef~~in ~~cattle~~2014, ~~that are well documented~~ as toof ~~their~~May ~~genetic profile~~28, ~~health and vaccination history~~2015, ~~and~~North ~~the~~America ~~management~~leads ~~practices~~with ofapproximately ~~their~~133 ~~care. Additional~~machines ~~supporting~~installed ~~documentation,~~throughout ~~to aid in traceability and for~~ the ~~verification/validation of the animals’ genetic~~U.S., ~~health~~ and ~~care~~69 ~~history~~machines ~~are~~in ~~being~~Canada. ~~discussed~~The ~~and requested~~U. ~~Growers who~~S. ~~can~~and ~~meet~~Canada ~~these~~host ~~requirements~~more ~~will~~than behalf ~~able~~of toall ~~demand~~the ~~premium~~machines ~~pricing~~available ~~for their animals~~worldwide.

~~During~~The ~~the~~geographical ~~last~~breakdown ~~decade,~~of ~~the~~Bitcoin ~~size~~ATMs ofshows ~~the nation’s~~that ~~beef~~Europe ~~cattle~~follows ~~herd~~North ~~has~~America ~~contracted~~with to30% ~~levels~~of ~~equal~~all toBitcoin ~~those~~ATMs offollowed ~~the~~by ~~immediate~~Asia ~~post-war~~with ~~period~~10% of ~~the~~all ~~late~~Bitcoin ~~1940s~~ATMs. ~~This~~ ~~decline~~Africa ~~reflects~~remains the ~~twin~~most ~~dynamics~~underserved ofcontinent ~~the~~with ~~ethanol-driven~~only ~~corn~~one ~~boom~~machine ~~that~~located ~~began~~ in ~~2007 and~~ the ~~drought~~city ~~in the Western and Southwestern cattle states~~ of ~~recent~~Midrand ~~years. The emphasis on corn~~ in ~~the~~South 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. HoweverAfrica, ~~this~~although ~~has led to positive margins for cow/calf operations reflecting the shortage of supply. Industry observers believe~~ it ~~will~~was ~~take~~announced ~~multiple~~in ~~years~~April ~~for~~1, ~~the size of the domestic herd to recover and~~ 2015 that ~~the~~Botswana ~~strong~~should ~~profitability will~~have ~~remain~~its infirst ~~the~~bitcoin ~~cow/calf~~ATM ~~segment~~operating ~~while the herd is rebuilt~~shortly.

~~Competition~~The five countries with the most Bitcoin ATMs are the U.S., Canada, Australia, the United Kingdom, and Finland. India, which is fairly known for its growing bitcoin community, is unequipped, along with the Maghreb region.

~~The~~Introduction 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~~Bitcoins ~~breeding stock~~ and ~~operating~~the ~~inputs, as~~Bitcoin 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.Network

5A bitcoin is a form of digital currency that is issued and transmitted through an open source math-based protocol platform using security that is cryptographic and known as the "Bitcoin Network." The Bitcoin Network is an online, peer-to-peer user network that hosts the "Blockchain" or public transaction ledger and the source code that comprises the basis for the cryptography and math-based protocols governing the Bitcoin Network. There is no single entity which owns or operates the Bitcoin Network. The Bitcoin Network is collectively maintained by a decentralized user base. Bitcoins may be used to pay for goods and services or can be converted to fiat currencies, such as the US Dollar, at rates determined on Bitcoin Exchanges or in individual end-user-to-end-user transactions under a barter system.

~~Regulation and Environmental Matters~~5

~~Our~~The ~~operations~~Bitcoin ~~will~~Network beis ~~subject~~decentralized and does not rely on either governmental authorities or financial institutions to ~~regulation by~~create, transmit or determine the ~~United~~value ~~States~~of ~~Food~~bitcoins. Rather, bitcoins are created and ~~Drug~~allocated ~~Administration~~by ~~(“FDA”)~~the Bitcoin Network protocol through a "mining" process subject to a strict, ~~the~~well-known ~~United~~issuance ~~States~~schedule. The ~~Department~~value of ~~Agriculture~~bitcoins ~~(“USDA”),~~ is determined by the ~~United~~supply ~~States~~of ~~Environmental~~and ~~Protection~~demand ~~Agency~~for bitcoins in the Bitcoin Exchange Market (~~“EPA”~~and in private end-user-to-end-user transactions), ~~and~~as ~~other~~well ~~state~~as ~~and~~the ~~local~~number ~~authorities~~of merchants that accept them. ~~Although~~ As ~~we will~~bitcoin ~~not~~transactions can be ~~involved~~broadcast into ~~food~~the ~~processing,~~Bitcoin ~~packaging,~~Network ~~storage,~~by ~~distribution,~~any ~~advertising~~user's ~~and~~bitcoin ~~labeling,~~software ~~food~~and ~~safety~~bitcoins ~~practices~~can ~~and procedures~~be intransferred without the ~~meat~~involvement ~~processing~~of ~~industry~~intermediaries ~~have~~or ~~been~~third ~~subject~~parties, tothere ~~intense~~are ~~scrutiny~~little ~~and~~or ~~oversight~~no bytransaction costs in direct peer-to-peer transactions on the ~~USDA~~Bitcoin Network. ~~Wastewater,~~ Third ~~storm water~~party service providers such as Bitcoin Exchanges and ~~air~~bitcoin ~~discharges~~third ~~from~~party ~~our~~payment ~~future~~processing ~~operations~~services may becharge ~~subject~~significant tofees ~~regulation~~for byprocessing transactions and for converting, or facilitating the ~~EPA~~conversion ~~and~~of, ~~other~~bitcoins ~~state~~to ~~and~~or ~~local~~from ~~authorities~~fiat currency.

~~Intellectual~~In ~~Property~~order to own, transfer or use bitcoins, a person generally must have Internet access to connect to the Bitcoin Network. Bitcoin transactions between parties occur very rapidly (within several seconds) and may be made directly between end-users without the need for a third-party intermediary, although there are entities that provide third-party intermediary services. To prevent the possibility of double-spending a single bitcoin, a user must notify the Bitcoin Network of the transaction by broadcasting the transaction data to its network peers.

WeValuing 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.Bitcoin

~~Insurance~~Bitcoins are an example of a Digital Currency that is not a fiat currency (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization) and are not backed by hard assets or other credit. As a result, the value of bitcoins is determined by the value that various market participants place on bitcoins through their transactions.

WeAs ~~maintain~~a ~~insurance~~result of the framework of the Bitcoin Network being peer-to-peer, transferors and recipients of bitcoins are able to determine the value of the bitcoins transferred by mutual agreement or barter with respect to ~~our operations~~their intransactions. ~~such form~~Therefore, inthe ~~such~~most ~~amounts~~common ~~and~~way ~~with~~to ~~such~~determine ~~insurers~~the asvalue of a bitcoin is ~~customary~~by inviewing ~~the~~one ~~business~~or ~~which~~more weBitcoin Exchanges where bitcoins are ~~engaged. We believe~~publicly ~~the~~bought, ~~amount~~sold and ~~form~~traded, ofsuch ~~our~~as ~~insurance~~the ~~coverage~~Bitcoin isExchange ~~sufficient~~Market.

~~Seasonality~~On each Bitcoin Exchange, bitcoins are traded with publicly disclosed valuations for each transaction, measured by one or more fiat currencies such as the US Dollar, the Euro or the Chinese Yuan. Bitcoin Exchanges typically report publicly on their site the valuation of each transaction and bid and ask prices for the purchase or sale of bitcoins. Although each Bitcoin Exchange has its own market price, it is expected that most Bitcoin Exchanges' market prices should be relatively consistent with the Bitcoin Exchange Market average since market participants can choose the Bitcoin Exchange on which to buy or sell bitcoins ( i.e. , exchange shopping). Arbitrage between the prices on various Bitcoin Exchanges is possible, but the imposition of fees and fiat currency deposit/withdrawal policies appears to have, at times, prevented an active arbitrage mechanism among users on some Bitcoin Exchanges. For example, delayed fiat currency withdrawals imposed by Mt. Gox resulted in Mt. Gox trading at a premium of up to 10 to 20 percent for several months through January 2014. In February 2014, Mt. Gox suspended trading, closed its website and exchange service, and filed for a form of bankruptcy protection from creditors called minji saisei, or civil rehabilitation, to allow courts to seek a buyer. In April 2014, Mt. Gox began liquidation proceedings.

~~The~~Even ~~beef~~in ~~cattle~~the ~~reproductive~~absence ~~cycle~~of islarge ~~subject to~~trading ~~seasonal~~fees ~~variations. Extreme~~and ~~weather~~fiat ~~conditions~~currency ~~such~~deposit/withdrawal ~~as heat~~policies, ~~cold~~price ~~and~~differentials ~~drought~~across ~~can~~Bitcoin ~~adversely~~Exchanges ~~impact~~remain; ~~breeding~~for ~~efficiency~~example, ~~birthing~~ ~~complexity~~bitcoins ~~and~~on ~~calf~~BTC-e ~~survivability~~traded at a discount of approximately 0. ~~Although~~9 wepercent ~~intend~~relative to ~~stagger~~the ~~our~~average ~~cattle~~daily ~~breeding~~weighted ~~seasons~~price for bitcoins on BitStamp and Bitfinex during the week ended December 26, ~~conditions~~2014. During ~~impacting~~ the ~~beef~~prior ~~cattle~~month, ~~reproductive~~prices ~~cycle~~on ~~may~~BTC-e ~~cause~~typically ~~our~~traded ~~operating~~at ~~results~~a todiscount ~~vary~~of between ~~fiscal~~zero ~~quarters~~and five percent.

~~Employees~~Controlled Supply

AsThe ofmethod ~~September~~for ~~29,~~creating ~~2014,~~new webitcoins ~~employed~~is ~~two~~ mathematically controlled in a manner so that the supply of ~~our~~bitcoins ~~executive~~grows ~~officers~~at ona limited rate pursuant to a ~~full~~pre-~~time~~set ~~basis,~~schedule. The ~~and~~number ~~one~~of ~~part-time~~bitcoins ~~employee~~awarded ~~who~~for ~~serves~~solving ina annew ~~administrative role~~block is automatically halved every 210,000 blocks. We Thus, ~~use~~the ~~independent~~current ~~contract~~fixed ~~labor~~reward tofor ~~deliver~~solving ~~services~~a new block is 25 bitcoins per block and the reward will decrease by half to ~~our~~become ~~clients~~12. No5 ~~employees~~bitcoins in or ~~contractors~~around ~~are~~the ~~covered by~~start ~~collective~~of ~~bargaining~~August ~~agreements~~2016 (based on estimates of the rate of block solution calculated by BitcoinClock. Wecom). This ~~consider~~deliberately ~~relations~~controlled ~~with~~rate ~~our~~of ~~employees~~bitcoin creation means that the number of bitcoins in existence will never exceed 21 million and ~~contractors~~that tobitcoins cannot be ~~good~~devalued through excessive production unless the Bitcoin Network's source code (and the underlying protocol for bitcoin issuance) is altered. As of March 24, 2015, 13,970,000 bitcoins have been mined. It is estimated that more than ninety percent (90 percent) of the 21 million bitcoins will have been produced by 2022.

~~Attendant Risks to Our Plan~~6

WeGovernment ~~have~~Oversight ~~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.Regulation

The ~~process~~Bitcoin ofNetwork ~~integrating~~is ~~ranches~~a recent technological innovation and ~~herds throughout~~its ~~our~~rules ~~intended~~and ~~geographic~~regulations ~~area~~have ~~may~~not ~~result~~been infully ~~unforeseen~~developed. ~~operating~~Many ~~difficulties~~regulatory ~~and~~agencies ~~expenditures~~have not issued official guidance as to how each will treat bitcoin.

~~Our~~On ~~future~~March 18th, ~~operations~~2013, FinCEN issued interpretive guidance relating to the application of the Bank Secrecy Act to distributing, exchanging and transmitting "virtual currencies." More specifically, it determined that a user of bitcoins will not be ~~impacted~~considered ~~by factors~~a money services business or be required to register, report and ~~forces~~perform ~~beyond~~recordkeeping; ~~our~~however, ~~control~~an ~~such~~administrator asor ~~outbreaks~~exchanger of ~~livestock~~bitcoins ~~disease~~must be a registered money services business under FinCEN's money transmitter regulations. As a result, Bitcoin Exchanges that deal with US residents or otherwise fall under US jurisdiction are required to obtain licenses and ~~severe~~comply ~~drought~~with ~~conditions~~FinCEN ~~which~~regulations. FinCEN ~~impair~~released ~~the~~additional ~~health~~ guidance on January 30, 2014, April 29, 2014 and ~~growth~~October of27, ~~livestock~~2014, clarifying that most miners, software developers, hardware manufacturers, escrow service providers and ~~fluctuations~~investors in ~~live~~bitcoin ~~cattle~~would ~~prices~~not be required to register with FinCEN on the basis of such activity alone, but that Bitcoin Exchanges and ~~feed~~payment ~~prices~~processors would likely be required to register with FinCEN on the basis of the activities described in the October 27th letters.

WeUS dostate ~~not~~regulators, ~~yet~~including the California Department of Financial Institutions, New York State Department of Financial Services, Virginia Corporation Commission, Idaho Department of Financial Services and Washington State Department of Financial Institutions, have ~~the~~similarly ~~financing~~released ~~needed to~~interpretations ~~acquire~~or mandates that Bitcoin Exchanges and similar bitcoin service providers register on a ~~meaningful~~state-level ~~number~~as money transmitters or money service businesses. In June 2014, the State of ~~cattle~~California adopted legislation that would formally repeal laws that could be interpreted as making illegal the use of bitcoins or other Digital Currencies as a means of payment. In WeJuly ~~will~~2014, ~~require~~the ~~both~~New ~~debt~~York ~~and~~State ~~equity~~Department ~~financing~~of toFinancial ~~achieve~~Services ~~our~~proposed the first US regulatory framework for licensing participants in "virtual currency business ~~objectives~~activity." ~~Current shareholders~~The ~~may~~proposed beregulations ~~diluted~~known as the "BitLicense" are intended to focus on consumer protection and, after the closure of an initial comment period that yielded 3,746 formal public comments, remain in the process of revision and reproposal as of December 26, 2014. On December 16, 2014, the Conference of State Bank Supervisors released for public comment a ~~result~~proposed model regulatory framework for state regulation of ~~additional~~participants ~~financing~~in "virtual currency activities." Although similar in some regards, the proposed model framework does not track completely the BitLicense regulations proposed in New York. The Conference of State Bank Supervisors proposed framework is a non-binding model and would have to be independently adopted, in sum or in part, by state legislatures or regulators on a case-by-case basis.

~~Related~~On ~~Corporate~~March 25, ~~Developments~~2014, the IRS released guidance on the treatment of virtual currencies, such as bitcoins, for federal income tax purposes. The guidance was the first from a US government agency to provide asset classification of bitcoins, classifying them as "property" for federal income tax purposes. The guidance clarified that bitcoins could be held as capital assets and that holders of bitcoins would be required to track gains and losses relating to their cost basis at acquisition and their realization value upon sale or spending of the bitcoins. The IRS also clarified that bitcoins received as payment (e.g., as wages or, in the case of a miner, as a reward for solving a block) would be taxable as ordinary income using the fair market value of bitcoins when received. The asset classification of bitcoins by the IRS is not controlling on other government agencies for purposes other than those relating to federal income tax.

OnAs ~~April~~of 7,December 2014, wethe ~~made~~US aCongress, ~~number~~US ofSenate ~~significant changes~~Committee toon ~~our~~Homeland ~~business~~Security and Government Affairs, ~~which~~US ~~were~~Senate ~~detailed~~Committee inon ~~our~~Banking, ~~current~~Housing ~~report~~and onUrban ~~Form~~Affairs, ~~8-K~~the ~~filed~~CFTC, ~~with~~the New York State Department of Financial Services, and the ~~SEC~~Conference of State Bank Supervisors had initiated formal inquiries into or held hearings on ~~April~~Digital 11Currencies, ~~2014~~including bitcoins, and possible regulation thereof. Members ~~The~~of ~~Form~~the ~~8-K disclosed~~private sector and representatives of the Department of Justice, Secret Service and FinCEN (among other ~~corporate~~government ~~developments,~~agencies) ~~the~~had ~~following~~participated ~~events:~~in such inquiries and hearings.

· 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;7

·On ~~resignation~~June 26, of2014, ~~Conrad~~the R.US ~~Huss~~Government asAccountability ~~our~~Office ~~Chief~~publicly ~~Executive~~released ~~Officer~~a Report to the Committee on Homeland Security and Government Affairs that summarized regulatory, ~~Chief~~law enforcement and consumer protection assessments regarding the bitcoin economy and bitcoin in general. The report recommended that the US Consumer Financial ~~Officer~~Protection Bureau participate in inter-agency working groups on bitcoin to assess how the agency might address bitcoin-related consumer protection issues. The report echoed, in part, a May 7, 2014 investor alert published by the SEC that highlighted fraud and ~~Secretary~~other concerns relating to certain investment opportunities denominated in bitcoins and fraudulent and unregistered investment schemes targeted at participants in online bitcoin forums. In the fall of 2014, ~~but~~the ~~remaining~~SEC asis ~~our~~reported ~~President~~to have initiated an inquiry into the sale of unregistered securities denominated in bitcoins or altcoins, and ainto ~~member~~the sale of ~~our~~"crypto-equity" ~~Board~~(i.e., tokens for use on altcoin programming platforms), although the Sponsor has not verified the scope or veracity of ~~Directors;~~such reports.

6In addition, various foreign jurisdictions may adopt laws, regulations or directives that affect bitcoin. In October 2012, the European Central Bank issued a report on "virtual currency" schemes indicating that bitcoin may become the subject of regulatory interest in the European Union. In August 2013, the German Ministry of Finance released an interpretation that labeled bitcoins to be a form of private money or a unit of account that is not recognized as a full currency, but is subject to German tax laws. Foreign government bodies have also initiated public inquiries similar to those taken by US government bodies, including public hearings on Digital Currencies, including bitcoins, held by both the French and Canadian Senates.

·On ~~election~~December 5, 2013, the People's Bank of ~~Stephen~~China J.and ~~Price~~five Chinese ministries released a notice that restricted bitcoin activity among its financial and ~~Gerard~~payment ~~Daignault~~institutions while classifying bitcoins as ~~directors~~a of"virtual ~~the~~commodity" ~~company~~that was legal to own and ~~their~~speculate ~~appointments~~in. Over asthe ~~our~~subsequent ~~Chief~~six ~~Executive~~months, ~~Officer~~news reports from China indicated that many banking institutions and ~~our~~third ~~Chief~~party ~~Financial~~payment ~~Officer~~processors in China had received private guidance leading them to close Bitcoin Exchange bank accounts that held Chinese Yuan on behalf of exchange customers. As a result, though the Chinese government has not banned the use of bitcoin or the holding of bitcoins, the effective result of the public and ~~Secretary~~private notices has been to severely restrict the operation of Chinese Bitcoin Exchanges through the limitation of customers' ability to deposit or withdraw Chinese Yuan with or from the exchanges. During the second half of 2014, ~~respectively;~~Chinese Bitcoin Exchanges again began to accept deposits of Chinese Yuan through the use of third-part payment providers, and trading activity returned to higher levels.

·In ~~issuance~~Russia, ofstate ~~shares~~agencies and prosecutors have released guidance or statements that have hampered the growth of ~~our~~bitcoin. On ~~series~~January 15, Banonymous ~~preferred~~electronic ~~stock~~transfers were restricted to ~~Messrs~~de minimus sums; although bitcoin transactions are not truly anonymous, this measure has been taken to apply to the Bitcoin Network. On ~~Price~~January 27, a central bank statement warned of the association of bitcoin and ~~Daignault~~money ~~for~~laundering ~~serving~~and asterrorist ~~officers~~activity. In early February, a prosecutor implied that the use of bitcoins were not legal tender and ~~directors~~were illegal, although whether this amounted to a ban on bitcoin has been questioned. The legal status of ~~our~~bitcoin ~~company;~~in Russia remains unclear, though the recently hostile approach of certain government arms indicates a restrictive environment.

·After ~~entry~~the ~~into~~United ~~consulting~~States, ~~agreements~~China ~~with~~and ~~ASC~~Russia ~~Recap~~were among the next tier of large bitcoin-using jurisdictions as of late 2013. The impact of the restrictions has been seen in a decline of Chinese investment activity in bitcoins and ~~Adirondack~~a ~~Partners~~reduction ~~LLC~~in tothe ~~provide~~number ~~advisory~~of bitcoin nodes operating in Russia that has continued into late 2014, despite a pickup in trading volume on Chinese Bitcoin Exchanges. Less active bitcoin jurisdictions in Iceland (conversion between bitcoins and krona prohibited), Vietnam (financial services tofirms ~~our~~prohibited ~~company~~from interacting with bitcoin) and Bolivia (use of bitcoins prohibited by the Central Bank of Bolivia) have more severely restricted the use of bitcoin with little impact on the global growth of bitcoin. Similarly, the reported ban on decentralized Digital Currencies in ~~exchange~~Ecuador ~~for~~(made ~~shares~~in advance of ~~our~~plans ~~series~~to Cintroduce ~~preferred~~a ~~stock;~~government backed electronic cash system) have had no visible impact on the Bitcoin Network due to limited use of bitcoin in Ecuador.

·While ~~entry~~jurisdictions ~~into~~such anas ~~Equity~~Germany ~~Purchase~~and ~~Agreement~~China ~~and~~have ~~Registration~~taken ~~Rights~~a ~~Agreement~~preliminary ~~with~~regulatory ~~ASC~~stance ~~Recap~~on ~~LLC~~bitcoin, incountries ~~connection~~such ~~with~~as aIndia ~~financing~~have ofdeclined upto apply regulation to $5bitcoin when afforded the opportunity.0 In ~~million~~June in2014, ~~shares~~the Swiss government elected not to regulate bitcoin use and issued guidance on the further development and future application of ~~our~~laws ~~common~~to ~~stock;~~bitcoin-related activity in Switzerland. Australia, Finland and the Netherlands have joined Canada and Germany among the foreign countries releasing formal or informal tax guidance regarding bitcoin income or operations.

·As ~~retirement~~time ofprogresses we expect the ~~existing~~regulatory ~~shares~~framework offor ~~our~~bitcoin ~~series~~to Abecome ~~preferred~~more ~~stock;~~clear and the regulation of bitcoin to improve.

~~· authorization to form our Conexus Cattle LLC subsidiary to participate in the livestock industry;~~8

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

·Customers ~~authorization~~can tocurrently ~~move~~access our ~~principal~~Bitcoin ~~executive~~ATMs ~~office~~at tofour ~~Hendersonville~~public locations in Las Vegas, ~~Tennessee~~Nevada at the LINQ Hotel and Casino, Sin City Vape, One Kicks Gym, and McFadden's Restaurant and Saloon. Customers can exchange cash for bitcoins at these locations.

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

~~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~~company iscurrently ~~$60,000~~purchases ~~annually,~~its ~~$15,000~~Bitcoin ~~paid~~ATMs onfrom ~~the~~General ~~15th of April~~Bytes, ~~July~~Lamassu, ~~October~~ and ~~January.~~BitAccess ~~During~~ (the ~~fiscal~~"Suppliers"). ~~year~~The ~~ended June~~Company ~~30,~~must ~~2014,~~wait weapproximately ~~paid~~4-6 ~~$15,000~~weeks ofto ~~rent~~receive ~~expense~~a ~~for~~Bitcoin ~~this~~ATM ~~property.~~upon ~~The~~placing ~~lease~~an ~~has~~order ato ~~one~~purchase ~~year~~from ~~term~~the ~~and expires on April 14, 2015~~Suppliers.

~~Company Information~~Competition

WeBeginning ~~were incorporated~~ in 2014, the ~~State~~number of ~~Nevada as~~merchants ~~Dynamic~~willing ~~Alert~~to ~~Limited~~accept ondigital ~~June~~currencies ~~17,~~dramatically ~~2004. On~~grew ~~December~~and ~~22,~~more ~~2009,~~established asretailers ~~amended~~such ~~February~~as 25Overstock, ~~2010~~NewEgg, ~~pursuant~~Dell ~~to the provisions of Articles of Merger, Dynamic Alert Limited~~ and ~~its~~Microsoft ~~wholly-owned~~began ~~subsidiary,~~accepting ~~Brazil~~digital ~~Gold~~currencies ~~Corp.,~~further aexpanding ~~Nevada corporation that was incorporated on November 3, 2009, were merged with Dynamic Alert Limited, being~~ the ~~surviving~~use ~~entity~~of bitcoins. Our Incurrent ~~connection~~and ~~with~~future ~~the merger,~~competition ~~our~~is ~~corporate~~from ~~name~~local ~~was~~independent ~~changed~~operators ~~from~~of ~~Dynamic~~Bitcoin ~~Alert~~ATMs ~~Limited~~and tois ~~Brazil~~centered ~~Gold Corp.~~ on ~~March~~the ~~15,~~following ~~2010.~~ areas:

We· Providers ~~changed~~who ~~our~~source ~~corporate~~Bitcoin ~~name~~ATMs toin ~~Conexus Cattle~~public 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.locations;

~~Item~~· Providers ~~1A.~~of ~~RISK~~mobile ~~FACTORS~~applications and websites, that offer the sale of digital currency; and

~~Investing~~· Providers ~~in our common stock involves a high degree~~ of ~~risk,~~alternative ~~and~~methods ~~you should be able to bear the complete loss~~ of ~~your~~bitcoin ~~investment.~~sales 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,~~as ~~the~~peer ~~trading price of our common stock could decline and investors could lose all or a part of the money paid~~ to ~~buy~~peer ~~our common stock.~~sales

~~Risks~~Our ~~Relating~~current and potential competitors may have greater resources, longer histories, more customers, and greater brand recognition. They may secure better terms from suppliers, adopt more aggressive pricing, and devote more resources to ~~Our~~technology, ~~Business~~infrastructure, fulfillment, and marketing. Other companies also may enter into business combinations or alliances that strengthen their competitive positions.

WeEndorsement ~~have~~Agreement anwith ~~immediate need~~Mike ~~for additional capital to fund our business, and financing may not be available.~~Tyson

~~Our~~In ~~currently~~March ~~available~~2015, ~~capital~~Bitcoin ~~resources are~~Brands ~~insufficient~~Inc. to("Bitcoin ~~meet~~Brands") ~~our~~and ~~working~~Tyrannic, ~~capital~~LLC, owned and ~~capital~~operated ~~expenditure~~by ~~requirements~~Michael G. ~~Our~~Tyson ~~cash~~("Tyson") ~~requirements~~entered ~~will~~into ~~depend~~a onLicense ~~numerous factors,~~Agreement ~~including~~(the "License Agreement") for the ~~pace~~exclusive ~~with~~license ~~which~~to weuse ~~can~~Tyson's ~~enter~~name, ~~into~~image, ~~contracts~~likeness and endorsement solely in connection with ~~cattlemen~~the proposed advertisement, promotion and ~~landowners~~sale of branded Bitcoin ATM kiosks and machines throughout the world (the "License"). As consideration for the License, Bitcoin Brands shall pay to Tyson 50% of the ~~availability~~aggregate of ~~live~~all ~~cattle to~~sales ~~purchase~~of ~~from~~(i) ~~them~~bitcoin kiosks, automated machines and Bitcoin ATM's that bear Tyson's name, image, or likeness and/or endorsement of Tyson (the ~~prices~~"Licensed Products") and (ii) the aggregate of ~~raw~~all ~~materials~~bitcoin ~~such~~kiosk, asautomated ~~feed~~machine and ~~hay~~Bitcoin ATM fees that Bitcoin Brands realizes by the use of the Licensed Products. The term of the License Agreement shall be five (5) years from March 15, 2015, and concluding on March 15, 2020. According to the terms and conditions of the License Agreement, in the event that Tyson has not received at least $1,000,000 during the first two years of the term, Tyson shall have the right to terminate the License Agreement by notice to Bitcoin Brands, which termination shall take effect thirty days following the date of such notice.

7On May 15, 2015, Bitcoin Brands Inc. and Bitcoin Direct LLC entered into an Assignment Agreement to assign the License Agreement with Tyson to our subsidiary Bitcoin Direct LLC.

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.9

WeBitcoin ~~have~~Master noPurchase ~~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.~~Agreement

~~For~~On ~~the~~August ~~fiscal years ended June 30~~11, ~~2014 and 2013~~2015, ~~we had no revenue and net losses of $14,938,195 and $859,010, respectively, from~~ our ~~previous~~subsidiary ~~precious~~Bitcoin ~~metals~~Direct ~~exploration business.~~LLC We("Purchaser") ~~have~~entered nointo ~~revenue~~a ~~yet~~Bitcoin ~~from~~Master ~~our~~Purchase ~~new~~Agreement 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,~~"Agreement") ~~expenses, difficulties, complications and delays frequently encountered in connection~~ with ~~any~~Digital ~~new~~CC ~~business~~USA ~~venture. If we fail to address any of these risks or difficulties adequately~~LLC, ~~our~~a ~~business~~Delaware ~~will~~limited ~~likely~~liability ~~suffer.~~company ~~Future~~("Seller") ~~revenue~~whereby ~~and~~Seller ~~profits, if~~shall ~~any,~~sell ~~will depend upon various factors, including the pace with which we can enter into contracts with cattlemen~~ and ~~landowners, the~~Purchaser ~~availability~~shall ~~of live cattle to~~ purchase bitcoins in ~~the~~exchange ~~open~~for ~~spot~~United ~~market,~~States ~~and the prices of raw materials such as feed and hay~~Dollars. 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~~Under tothe ~~successfully execute~~terms ~~our~~of ~~plan~~the Agreement, acceptance of ~~operation~~a ~~will~~purchase ~~impede~~order ~~our~~confirmation ~~ability~~is toin ~~generate~~Seller's ~~revenue~~absolute and ~~cash~~sole ~~flow~~discretion and without an accepted purchase order confirmation on the same date as the purchase order confirmation, such purchase order confirmation shall be deemed rejected.

WePurchaser ~~will~~shall ~~not~~pay ~~be able~~ to ~~generate~~Seller ~~revenue, margins~~an ~~and~~amount ~~cash~~equal ~~flows as planned if we fail~~ to ~~properly execute~~ the ~~key~~number ~~elements~~ of ~~our~~bitcoins ~~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 nopurchased ~~assurance~~under ~~that~~an weorder ~~will~~multiplied ~~gain~~by the ~~necessary~~price ~~foothold to~~per ~~achieve~~purchased ~~the~~bitcoin ~~level~~each ofas ~~industry~~set ~~consolidation~~forth ~~that~~in ~~we expect. Additionally,~~ the ~~process~~purchase oforder ~~integrating~~confirmation ~~ranches~~by ~~and~~either ~~herds~~wire ~~throughout our~~transfer ~~intended~~or ~~geographic~~direct ~~area~~deduction ~~may~~from ~~result~~a indesignated ~~unforeseen~~bank ~~operating difficulties and expenditures~~account.

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

~~Our~~We ~~significant~~have ~~operating~~two ~~losses~~full ~~and~~time ~~negative cash~~employees ~~flow from operations raise substantial uncertainty about our ability to continue~~ as aof ~~going concern. The consolidated financial statements for the years ended~~ June 30, ~~2014~~2015, and ~~2013~~no dopart ~~not~~time ~~include~~employees. ~~any~~None ~~adjustments~~of ~~that~~our ~~might~~employees ~~result~~are ~~from~~subject ~~the~~to ~~outcome~~a ofcollective ~~this uncertainty~~bargaining agreement, and ~~contemplate~~we ~~the~~believe ~~realization~~that ofour ~~assets~~relationship ~~and~~with ~~the~~our ~~settlement~~employees ofis ~~liabilities and commitments in the normal course of business~~adequate.

~~The~~Where ~~report~~You ofCan ~~our~~Find ~~independent~~More 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.Information

~~Bovine~~We ~~disease~~are issubject ~~both~~to athe ~~production~~reporting ~~risk~~obligations of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These obligations include filing an annual report under cover of Form 10-K, with audited financial statements, unaudited quarterly reports on Form 10-Q and athe ~~pricing~~requisite ~~risk for~~proxy ~~our~~statements ~~business~~with regard to annual stockholder meetings. The public may read and copy any materials the Company files with the Securities and Exchange Commission (the "SEC") at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

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.10

~~Even~~Item if1A. ~~our~~Risk 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 cattleFactors.

~~Drought~~Risks isRelated ato ~~production~~Our ~~risk for our business that could increase our costs.~~Company

~~Lack~~We ~~of timely rainfall on our pastures could force us to~~ have toan ~~purchase~~evolving ~~supplemental~~business ~~feedstuffs to feed our affected herds, resulting in higher production costs for our live animal operations~~model. 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.

8We believe as digital currencies and blockchain technologies evolve so will our business model. We may try to offer additional types of products or services, and we cannot offer any assurance that any of them will be successful. From time to time we may also modify aspects of our business model. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business. We may not be able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results.

~~The~~We ~~price~~have ~~that~~a welimited ~~receive~~operating ~~for~~history ~~our~~and ~~cattle~~a ~~represents~~history aof ~~risk for~~operating ~~our~~losses, ~~business~~and ~~which~~expect ~~may~~to beincur ~~beyond~~significant ~~our~~additional ~~control~~operating losses.

AWe ~~reduction~~have ina ~~the~~limited ~~prices~~operating ~~that~~history. weTherefore, ~~receive for~~there ~~the~~is ~~animals~~limited wehistorical ~~sell~~financial ~~could~~information ~~result~~upon inwhich ~~lower~~to ~~revenues~~base ~~for~~an evaluation of our ~~business~~performance. ~~These~~Our ~~prices~~prospects ~~can~~must ~~vary~~be ~~significantly~~considered ~~over~~in alight ~~relatively short~~of ~~period~~the ofuncertainties, ~~time~~risks, asexpenses, aand ~~result~~difficulties frequently encountered by companies in their early stages of aoperations. ~~number~~We have generated net income of ~~factors~~$1,013,426 ~~including~~for the ~~relative~~year ~~supply~~ended June 30, 2015. We expect to incur additional net expenses over the next several years as we continue to maintain and ~~demand~~expand ~~for~~our ~~beef~~existing operations. The amount of future losses and ~~the~~when, ~~market~~if ~~for~~ever, ~~other protein~~we ~~products~~will achieve profitability are uncertain. If we are unsuccessful at executing on our business plan, ~~such~~our asbusiness, ~~poultry~~prospects, and ~~fish~~results of operations may be materially adversely affected.

We domay ~~not~~need ~~expect~~ to ~~have~~secure ~~long-term~~additional ~~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~~financing. 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~~We ~~prices~~anticipate that we ~~pay~~will incur operating losses for ~~feedstuffs~~the ~~represent~~foreseeable future. As a ~~risk~~result, ~~for~~ we expect that the cash we currently have on hand will fund our ~~business~~operations through 2015. As of June 30, ~~for~~2015, ~~which~~we had a cash position equal to $85,687 and expect that we need approximately $150,000 to fund our operations from July 1, 2015 through June 30, 2016. We may require additional funds for our anticipated operations and further expansion and if we are not successful in securing additional financing, we may be ~~able~~required to ~~pass~~delay ~~along~~significantly, toreduce the scope of or eliminate one or more of our ~~customers~~business activities, downsize our general and administrative infrastructure, or seek alternative measures to avoid insolvency.

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

WeThe ~~could~~Company ~~have~~operates ~~difficulty~~Bitcoin ~~securing~~ATMs ~~enough~~whereby ~~breeding~~customers ~~stock~~can ~~to meet~~exchange ~~our~~cash ~~production~~for ~~objectives,~~bitcoin. ~~resulting~~If inwe aare ~~risk~~unable to secure bitcoin for our ~~financial~~ATMs ~~condition~~on a timely and ~~prospects~~affordable basis we may not be able to provide bitcoin to our customers. If we are unable to provide bitcoin to our customers it will have a material adverse effect on our business operations.

The ~~supply~~businesses ~~and~~locations ~~market~~which ~~price of breeding stock that represents the majority of~~ our ~~cost~~Bitcoin ofATMs ~~goods sold~~ are ~~dependent~~currently ~~upon~~in aoperation ~~variety~~may ofdiscontinue ~~factors~~their ~~over~~relationship ~~which~~with ~~we have little or no control, including fluctuations in~~ the ~~size~~Company ~~of herds, the relative cost of feed, weather~~ and ~~livestock diseases. When~~ we ~~are~~ ~~fully~~may ~~operational,~~need ~~our~~to ~~margins~~find ~~will~~alternative belocations ~~dependent on the price at which our livestock can be sold and the price we pay~~ for our ~~breeding~~ ~~stock,~~operating ~~among~~Bitcoin ~~other factors~~ATMs.

~~Changes~~The inCompany ~~consumer preferences~~currently ~~could~~has ~~adversely~~Bitcoin ~~affect~~ATMs located at the LINQ Hotel and Casino, Sin City Vape, One Kicks Gym, and McFadden's Restaurant and Saloon. We can provide no assurance that these locations will continue to hold our Bitcoin ATMs for customer use and we may have to find alternative locations for our Bitcoin ATMs. If we are unable to find places for our Bitcoin ATMs to be used by the public it may have a material adverse effect on our business operations.

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

~~The~~Our ~~beef~~continued ~~cattle reproductive~~success ~~cycle~~depends, isto ~~subject~~a tosignificant ~~seasonal~~extent, ~~variations~~on ~~and~~the continued services of key personnel, asparticularly aConrad ~~result~~Huss, our ~~quarterly~~sole ~~operating~~officer ~~results~~and ~~may~~director. ~~fluctuate~~The loss of services of Mr. Huss, could diminish our business and growth opportunities and could have a material adverse effect on us.

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.11

~~Our~~Any ~~performance depends~~inability onto ~~favorable~~attract ~~relations with cattlemen~~ and ~~landowners~~retain ~~who~~additional ~~monitor~~personnel ~~the~~could ~~herds.~~affect ~~Any~~our ~~deterioration~~ability ofto ~~those~~successfully ~~relations~~grow ~~would adversely affect~~ our business.

~~Any~~Our ~~significant~~future ~~deterioration~~success ofdepends on our ~~relations with~~ability ~~cattlemen~~to ~~and~~identify, ~~landowners~~attract, orhire, ~~slowdowns~~train, orretain ~~work~~and ~~stoppages~~motivate atother ~~any~~highly-skilled oftechnical, ~~our~~managerial, ~~future~~editorial, ~~locations~~merchandising, marketing and customer service personnel. Competition for ~~whatever~~such ~~reason,~~personnel ~~could~~is ~~have~~intense. ~~a material~~Our failure to retain and ~~adverse~~attract ~~effect~~the onnecessary ~~our~~technical, ~~business~~managerial, ~~financial~~editorial, ~~condition~~merchandising, ~~results~~marketing, ofand ~~operations~~customer ~~and~~service ~~cash~~personnel ~~flows~~could harm our business.

We ~~are~~may ~~subject~~ need to ~~governmental~~implement ~~regulation~~additional finance and ~~our~~accounting ~~noncompliance~~systems, ~~with~~procedures orand ~~changes~~controls inas ~~these~~we ~~regulations~~grow ~~could adversely affect~~ our business, ~~financial condition,~~and ~~results~~organization ofand ~~operations~~to ~~and~~satisfy ~~cash~~new ~~flows~~reporting requirements.

~~Our~~We ~~operations~~ are ~~subject~~required to ~~regulation and~~comply ~~oversight~~with bya ~~the~~variety ~~United~~of ~~States~~reporting, ~~Food~~accounting and ~~Drug~~other ~~Administration,~~rules ~~the~~and ~~United~~regulations. ~~States~~Compliance ~~Department~~with ofexisting ~~Agriculture,~~requirements ~~the~~is ~~United~~expensive. ~~States Environmental~~Further ~~Protection~~requirements ~~Agency~~may ~~and~~increase ~~other~~our ~~state~~costs and ~~local~~require ~~authorities~~additional management time and resources. ~~Although~~We wemay ~~will~~need ~~not~~to beimplement ~~involved~~additional infinance ~~food~~and ~~processing,~~accounting ~~packaging~~systems, ~~storage,~~ ~~distribution,~~procedures ~~advertising~~ and ~~labeling,~~controls ~~food~~to ~~safety~~satisfy ~~practices~~our ~~and~~reporting ~~procedures~~requirements. inOur ~~the~~internal ~~meat~~control ~~processing~~over ~~industry~~financial ~~have~~reporting ~~been subject~~is determined to ~~intense~~be ~~scrutiny~~ineffective, ~~and~~such ~~oversight~~failure bycould ~~the~~cause ~~USDA.~~investors ~~Wastewater~~to lose confidence in our reported financial information, ~~storm~~negatively ~~water~~affect ~~and~~the ~~air~~market ~~discharges~~price ~~from~~of our ~~future~~common ~~operations~~stock, ~~may be~~ subject us to ~~extensive~~regulatory ~~regulation~~investigations byand ~~the~~penalties, ~~EPA~~ and ~~other~~adversely ~~state~~impact our business and ~~local~~financial ~~authorities~~condition.

9Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.

~~Our~~Generally ~~failure~~accepted toaccounting ~~comply~~principles ~~with~~and ~~applicable~~related ~~laws~~ accounting pronouncements, implementation guidelines and ~~regulations~~interpretations ~~could~~with ~~subject~~regard usto a wide range of matters that are relevant to ~~administrative~~our ~~penalties~~business, including but not limited to revenue recognition, estimating valuation allowances and ~~injunctive~~accrued ~~relief~~liabilities (including allowances for returns, ~~civil~~credit ~~remedies~~card chargebacks, ~~including~~doubtful ~~fines~~accounts and obsolete and damaged inventory), ~~injunctions~~internal use software and website development (acquired and developed internally), ~~recalls~~ ofaccounting ~~our~~for ~~products~~income ortaxes, ~~seizures~~valuation of ~~our~~long-lived ~~properties~~and intangible assets and goodwill, asstock-based ~~well~~compensation asand ~~potential~~loss ~~criminal~~contingencies, ~~sanctions~~are highly complex and involve many subjective assumptions, estimates and judgments by our management. ~~These~~Changes ~~penalties~~in these rules or their interpretation or changes in ~~the applicable~~underlying ~~laws~~assumptions, ~~and~~estimates ~~regulations~~or ~~could~~judgments ~~adversely~~by ~~affect~~ our ~~business,~~management ~~financial~~could ~~condition,~~significantly ~~results~~change ofour ~~operations~~reported ~~and~~or ~~cash~~expected ~~flows~~financial performance.

~~Our~~If ~~success~~we ~~depends on~~fail ~~our~~to ~~key~~accurately ~~personnel,~~forecast ~~including~~ our ~~executive~~expenses ~~officers,~~ and ~~the~~revenues, ~~loss~~our ofbusiness, ~~key~~prospects, ~~personnel~~financial orcondition ~~the~~and ~~transition~~results of ~~key~~operations ~~personnel,~~may ~~including our~~suffer ~~Chief~~and ~~Executive~~the ~~Officer,~~price ~~could~~of ~~disrupt~~ our ~~business~~securities may decline.

~~Our~~The ~~success~~rapidly ~~greatly~~evolving ~~depends~~nature ~~on the continued contributions~~ of our ~~senior~~industry ~~management~~ and ~~other~~the ~~key~~constantly ~~sales,~~evolving ~~marketing~~nature ~~and~~of ~~operations~~our ~~personnel.~~business, ~~These~~make ~~employees~~forecasting ~~may~~operating ~~voluntarily terminate~~results ~~their employment at any time~~difficult. We ~~may~~plan ~~not~~to beupgrade ~~able~~and tofurther ~~successfully~~expand ~~retain~~the ~~existing~~components ~~personnel~~of orour ~~identify,~~infrastructure. ~~hire~~We ~~and~~may ~~integrate new~~experience ~~personnel;~~difficulties ~~and~~with weupgrades doof ~~not~~our ~~have~~infrastructure, ~~key~~and ~~person~~may ~~insurance~~incur ~~policies~~increased inexpenses ~~place~~as ~~for~~a result of these ~~employees~~difficulties. OnAs ~~April~~a 7,result ~~2014,~~of ~~Stephen~~these J.potential ~~Price and~~expenditures ~~Gerard~~on ~~Daignault joined~~ our ~~company~~infrastructure, as our ~~Chief~~ability ~~Executive~~to ~~Officer~~reduce ~~and~~spending ~~our~~may ~~Chief~~become ~~Financial~~limited. ~~Officer and Secretary~~Therefore, ~~and~~any ~~both became~~significant ~~directors.~~shortfall ~~There~~in ~~can~~the berevenues nofor ~~assurance~~which ~~that~~we ~~there~~have ~~will~~built beand aare ~~smooth~~continuing ~~transition.~~to ~~Changes~~build in our ~~key~~infrastructure ~~positions~~would ~~can~~likely beharm ~~disruptive and could have a material adverse effect on~~ our ~~operations and~~ business.

IfNatural wedisasters ~~are unable to attract, train~~ and ~~retain~~geo-political ~~highly~~events ~~qualified~~could ~~personnel,~~adversely ~~the~~affect ~~quality of~~ our ~~services may decline and we may not successfully execute our internal growth strategies~~business.

~~Our~~Natural ~~success~~disasters, ~~depends~~including inhurricanes, ~~large~~cyclones, ~~part~~typhoons, ~~upon~~tropical ~~our ability to continue to attract~~storms, ~~train~~floods, ~~motivate~~earthquakes and ~~retain~~tsunamis, ~~highly~~weather ~~skilled and experienced employees~~conditions, including ~~technical~~winter ~~personnel. Qualified~~storms, ~~technical~~droughts ~~employees periodically are in great demand~~ and ~~may~~tornados, bewhether ~~unavailable~~as ina ~~the~~result ~~time~~of ~~frame~~climate ~~required~~change toor ~~satisfy~~otherwise, ~~our customers’~~and ~~requirements.~~geo-political ~~While~~events, weincluding ~~currently~~civil ~~have~~unrest ~~available~~or ~~technical~~terrorist ~~expertise~~attacks, ~~sufficient~~that ~~for~~affect ~~the~~us ~~requirements~~or of our ~~business~~services, ~~expansion~~ ofsuppliers, ~~our~~credit ~~business~~card ~~could~~processors ~~require~~or usother toservice ~~employ~~providers ~~additional~~could ~~highly~~adversely ~~skilled~~affect ~~technical~~our ~~personnel~~business. ~~We expect competition for such personnel to increase as the market for solar power systems expands.~~

~~There~~Sales ~~can~~by beour nosignificant ~~assurance~~stockholders ~~that~~could wehave ~~will~~an ~~be able~~adverse toeffect ~~attract~~on ~~and retain sufficient numbers of highly skilled technical employees in~~ the ~~future.~~market ~~The~~price ~~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~~stock.

~~Risks~~Several ~~Relating~~of our stockholders own significant portions of our common stock. If one or more of stockholders were to ~~Our~~sell ~~Common~~all ~~Stock~~or a portion of their holdings of our common stock, the market price of our common stock could be negatively impacted. The effect of such sales, or of significant portions of our stock being offered or made available for sale, could result in strong downward pressure on our stock price. Investors should be aware that they could experience significant short-term volatility in our stock if such stockholders decide to sell all or a portion of their holdings of our common stock at once or within a short period of time.

~~There is a limited trading volume for our common stock on the OTC Pink marketplace.~~12

WeSince dothere ~~not~~has ~~currently~~been ~~have~~limited ~~substantial~~precedence ~~trading volume~~set for ~~our~~financial ~~shares~~accounting of ~~common~~digital ~~stock~~currencies, ~~which~~it ~~trade~~is onunclear ~~the~~how ~~OTC~~we ~~Pink~~will ~~marketplace~~be ~~(current~~required ~~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~~account ~~price~~for ~~volatility~~digital ofcurrency ~~our~~transactions ~~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~~future. ~~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~~Since ~~stockholders will~~there behas ~~diluted~~been bylimited precedence set for the ~~issuance~~financial accounting of ~~shares~~digital ofcurrencies, ~~common~~it ~~stock~~is ~~pursuant~~unclear how we will be required to ~~the~~account ~~Equity~~for ~~Line~~digital ~~Agreement~~currency ~~and~~transactions or assets. Furthermore, a change in regulatory or financial accounting standards could result in the ~~conversion~~necessity ofto restate our ~~series B~~ financial statements. Such a restatement could negatively impact our business, prospects, financial condition and ~~series C~~results ~~preferred~~of ~~stock~~operation.

OnLack ~~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~~experience ~~common~~as ~~stock,~~officers ~~over a period~~ of ~~time~~publicly-traded ~~terminating~~companies ~~on the earlier~~ of: ~~(i)~~our 24management ~~months~~team ~~from~~may ~~the~~hinder 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~~ability ~~stock is subject~~ to ~~various~~comply ~~conditions,~~with ~~including,~~Sarbanes-Oxley ~~but not limited to, limitations based on the trading volume of our common stock~~Act.

~~Also,~~It onmay ~~April~~be 7,time ~~2014~~consuming, ~~we issued~~difficult ~~6,500~~and ~~shares~~costly offor ~~our~~us ~~series B preferred stock~~ to ~~each~~develop ~~of Stephen J. Price~~ and ~~Gerard~~implement ~~Daignault~~the ~~for~~internal ~~serving~~controls ~~as officers~~ and ~~directors~~reporting ofprocedures ~~our~~required ~~company.~~by Asthe ofSarbanes-Oxley ~~September~~Act. ~~29,~~We ~~2014,~~may ~~these~~need ~~shares~~to ~~are~~hire ~~convertible~~additional ~~into~~financial ~~a total of 29~~reporting,~~484,001,611~~ ~~shares~~internal ~~of our~~controls ~~common stock,~~ and weother ~~issued~~finance ~~3,500~~staff ~~shares~~or ofconsultants ~~our~~in ~~series~~order Cto ~~preferred~~develop ~~stock~~and toimplement ~~each~~appropriate ofinternal ~~ASC~~controls ~~Recap~~ and ~~Adirondack~~reporting ~~Partners~~procedures. ~~LLC upon~~If ~~entering~~we ~~into~~are ~~consulting~~unable ~~agreements~~to comply with ~~us.~~the AsSarbanes-Oxley ofAct's ~~September~~internal ~~29,~~controls ~~2014~~requirements, ~~these~~we ~~shares~~may ~~are~~not ~~convertible~~be ~~(subject~~able to aobtain ~~9.99% beneficial~~the ~~ownership~~independent ~~limitation~~auditor ~~applicable~~certifications tothat ~~each~~Sarbanes-Oxley ~~holder)~~Act ~~into~~requires, although, currently, as a ~~total~~small ofreporting 9company,~~539,924,732~~ ~~shares~~we ofare ~~our~~not ~~common~~required ~~stock~~to obtain such auditor certifications.

10We are subject to the information and reporting requirements of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act").

The ~~sale~~costs orof ~~availability~~preparing ~~for~~and ~~sale~~filing ofannual ~~the underlying~~and ~~shares~~quarterly ~~sold~~reports ~~pursuant~~and toother information with the ~~Equity~~Securities ~~Purchase~~and ~~Agreement~~Exchange inCommission ~~the~~and ~~marketplace~~furnishing ~~could~~audited ~~depress~~reports to stockholders will cause our ~~stock~~expenses ~~price.~~to Asbe ahigher ~~result, the~~than ~~investors~~they ~~could~~would ~~resell~~have ~~the~~been ~~underlying~~if ~~shares~~we ~~immediately~~were ~~upon~~privately ~~issuance,~~held. ~~which~~It may ~~result~~be intime ~~significant~~consuming, ~~downward~~difficult ~~pressure~~and on costly for us to develop, implement and maintain the ~~market~~internal ~~price~~controls ofand ~~our~~reporting ~~stock.~~procedures ~~When~~required by the ~~preferred~~Sarbanes-Oxley ~~stockholders~~Act. ~~convert~~We ~~our~~may ~~preferred~~need ~~stock~~to hire additional financial reporting, ~~our~~internal ~~stockholders~~controls ~~may~~and ~~experience~~other ~~dilution~~ finance personnel in ~~the~~order ~~net~~to ~~tangible~~develop ~~book~~and ~~value~~implement ofappropriate ~~their~~internal ~~common~~controls ~~stock~~and reporting procedures.

InIf ~~addition,~~we ~~the~~fail ~~terms~~to establish and maintain an effective system of ~~our~~internal ~~preferred stock~~control, ~~include~~we ~~various~~may ~~agreements~~not ~~and~~be ~~negative~~able ~~covenants~~to onreport our ~~part,~~financial ~~including~~results ~~covenants~~accurately onor ~~our~~to ~~part~~prevent fraud. Any inability to ~~maintain~~report and ~~keep~~file ~~available sufficient~~our ~~authorized~~financial ~~shares~~results accurately and timely could harm our reputation and adversely impact the trading price of our common stock. toDuring ~~support~~our assessment of the ~~conversion~~effectiveness inof ~~full~~internal control over financial reporting as of June 30, 2015, management identified a significant deficiency in our ~~outstanding~~disclosure ~~shares~~controls ofand ~~preferred~~procedures ~~stock~~which may lead to a failure to prevent or detect misstatements.

~~Future~~Effective ~~sales~~internal ~~of common~~control ~~stock~~is bynecessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our ~~existing~~business ~~stockholders~~as effectively as we would if an effective control environment existed, and our business and reputation with investors may ~~cause~~be harmed. As a result, our ~~stock~~small ~~price~~size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to ~~fall~~capital. During our assessment of the effectiveness of internal control over financial reporting as of June 30, 2015, management identified a significant deficiency related to presence of weakness in our disclosure control and procedure resulting from limited internal audit functions. Because of our inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with any policies and procedures may deteriorate.

~~The~~Public ~~market~~company ~~price~~compliance ofmay ~~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~~attract ~~equity securities at a time~~ and ~~price~~retain ~~that~~officers 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~~directors.~~99% beneficial ownership limitation applicable to each holder) into 9,539,924,732 shares of common stock.~~

~~Our~~The ~~stock~~Sarbanes-Oxley ~~price~~ Act and rules implemented by the Securities and Exchange Commission have required changes in corporate governance practices of public companies. As a public company, we expect these rules and regulations to increase our compliance costs in 2015 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance and we may be ~~volatile,~~required ~~which~~to ~~could~~accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, init ~~substantial~~may ~~losses~~be more difficult for ~~investors~~us to attract and retain qualified persons to serve on our board of directors or as executive officers, and to maintain insurance at reasonable rates, or at all.

~~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:~~13

·Our ~~technological~~auditors ~~innovations~~have orissued ~~new~~a ~~products~~"going ~~and~~concern" ~~services~~audit ~~by us or our competitors;~~opinion.

·Our ~~announcements~~independent orauditors ~~press~~have ~~releases~~indicated ~~relating~~in their report on our June 30, 2015 financial statements that there is substantial doubt about our ability to continue as a going concern. A "going concern" opinion indicates that the ~~livestock~~financial ~~sector~~statements orhave been prepared assuming we will continue as a going concern and do not include any adjustments to ~~our~~reflect ~~business~~the possible future effects on the recoverability and classification of assets, or ~~prospects;~~the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our consolidated balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to stockholders, in the event of liquidation.

·Our ~~additions~~stock orprice ~~departures~~may ofbe ~~key personnel;~~volatile.

·The ~~regulatory~~market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, ~~legislative~~many orof ~~other~~which ~~developments~~are ~~affecting~~beyond usour orcontrol, including the ~~livestock~~following: (i) changes in our industry, ~~generally;~~(ii) competitive pricing pressures, (iii) our ability to obtain working capital financing, (iv) additions or departures of key personnel, (v) sales of our common stock, (vi) our ability to execute our business plan, (vii) operating results that fall below expectations, (viii) loss of any strategic relationship, regulatory developments, and (ix) economic and other external factors.

·In ~~our~~addition, ~~ability~~the securities markets have from time to ~~execute~~time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our ~~business~~common ~~plan;~~stock. As a result, you may be unable to resell your shares at a desired price.

·We ~~operating~~have ~~results~~not ~~that~~paid ~~fall~~cash ~~below~~dividends ~~expectations;~~in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.

·We ~~volume~~have never paid cash dividends on our common stock and ~~timing~~do not anticipate doing so in the foreseeable future. The payment of ~~customer~~dividends ~~orders;~~on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

·There ~~industry~~is ~~developments;~~currently a very limited trading market for our common stock and we cannot ensure that one will ever develop or be sustained.

·Our ~~economic~~shares of common stock are thinly traded, and the price, if traded, may not reflect our actual or perceived value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating business, among other ~~external~~things. ~~factors;~~We may, in the future, take certain steps, including utilizing investor awareness campaigns, press releases, road shows and conferences to increase awareness of our business and any steps that we might take to bring us to the awareness of investors may require we compensate consultants with cash and/or stock. There can be no assurance that there will be any awareness generated or the results of any efforts will result in any impact on our trading volume. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business and trading may be at an inflated price relative to the performance of our company due to, among other things, availability of sellers of our shares. If a market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms or clearing firms may not be willing to effect transactions in the securities or accept our shares for deposit in an account. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of low priced shares of common stock as collateral for any loans.

~~· period-to-period fluctuations in our financial results.~~14

InOur ~~addition,~~common ~~the~~stock ~~securities~~is ~~markets~~deemed ~~have from~~a ~~time~~"penny tostock," ~~time~~which ~~experienced~~would ~~significant~~make ~~price~~it ~~and~~more ~~volume~~difficult ~~fluctuations~~for ~~that~~our ~~are~~investors ~~unrelated~~ to ~~the~~sell ~~operating~~their ~~performance of particular companies~~shares. ~~These market fluctuations may also significantly affect the market price of our common stock.~~

~~Our~~We may be subject now and in the future to the SEC's "penny stock" isrules if our shares common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and ~~therefore~~the ~~may~~nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker- dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be ~~less~~given ~~attractive~~to the customer orally or in writing prior to ~~investors~~completing the transaction and must be given to the customer in writing before or with the customer's confirmation.

~~Our~~In 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 $5.00addition, ~~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 athat ~~broker-dealer,~~ prior to a transaction inthe abroker ~~penny~~dealer ~~stock,~~must tomake ~~deliver~~ a ~~standardized~~ ~~risk~~special ~~disclosure~~written ~~document~~determination ~~prepared~~that by the ~~SEC,~~penny ~~that:~~stock ~~(a)~~is ~~contains~~ a ~~description~~suitable ofinvestment ~~the~~for ~~nature and level of risk in~~ the ~~market~~purchaser ~~for penny stocks in both public offerings~~ and ~~secondary~~receive ~~trading; (b) contains a description of~~ the ~~broker’~~purchaser's ~~or dealer’s~~written ~~duties~~agreement to the ~~customer~~transaction. ~~and~~The ofpenny ~~the~~stock ~~rights~~rules ~~and~~are ~~remedies~~burdensome ~~available~~and tomay ~~the~~reduce ~~customer~~purchases ~~with respect to a violation~~ of ~~such duties~~any orofferings ~~other~~and ~~requirements~~reduce of the ~~securities~~trading ~~laws;~~activity ~~(c)~~for ~~contains~~shares ~~a brief, clear, narrative description~~ of aour ~~dealer~~common ~~market,~~stock. ~~including bid~~As ~~and~~long ~~ask~~as ~~prices~~our ~~for~~shares ~~penny stocks and the significance~~ of ~~the~~common ~~spread~~stock ~~between~~are ~~the~~subject ~~bid~~to ~~and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in~~ the ~~disclosure~~penny ~~document~~stock orrules, in the ~~conduct~~ holders of ~~trading in penny stocks; and (f) contains~~ such ~~other~~shares ~~information~~of ~~and~~common isstock inmay ~~such~~find ~~form,~~it ~~including~~more ~~language,~~difficult ~~type~~to ~~size~~sell ~~and~~their ~~format, as the SEC shall require by rule or regulation~~securities.

11Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

~~The~~If ~~broker-dealer~~our ~~also~~stockholders ~~must~~sell ~~provide,~~substantial ~~prior to~~amounts ~~effecting~~of ~~any~~our ~~transaction~~common stock in athe ~~penny~~public ~~stock,~~market ~~the~~or ~~customer~~upon ~~with:~~the ~~(a)~~expiration ~~bid~~of ~~and~~any ~~offer~~statutory ~~quotations~~holding ~~for~~period, ~~the~~under ~~penny~~Rule ~~stock;~~144, ~~(b)~~or ~~the~~upon ~~compensation~~ expiration of ~~the broker~~lock-~~dealer~~up ~~and~~periods ~~its~~applicable ~~salesperson~~to inoutstanding ~~the~~shares, ~~transaction;~~or ~~(c)~~issued upon the ~~number~~exercise of ~~shares~~outstanding toconvertible ~~which~~preferred ~~such~~stock, ~~bid~~options ~~and~~or ~~ask~~warrants, ~~prices~~it ~~apply,~~could ~~or other~~create ~~comparable~~a ~~information~~circumstance ~~relating~~commonly referred to ~~the~~as ~~depth~~an "overhang" and ~~liquidity~~in anticipation of which the market ~~for~~price ~~such~~of our common stock; ~~and~~could ~~(d)~~fall. aThe ~~monthly~~existence ~~account~~of ~~statement showing~~an ~~the~~overhang, ~~market~~whether ~~value~~or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of ~~each~~equity ~~penny~~or ~~stock~~equity-related ~~held~~securities in the ~~customer’s~~future ~~account~~at a time and price that we deem reasonable or appropriate.

InOur ~~addition,~~articles ~~the~~of ~~penny~~incorporation ~~stock~~allow ~~rules~~for ~~require that~~our ~~prior~~board to acreate ~~transaction~~new inseries aof ~~penny~~preferred stock ~~not~~without ~~otherwise~~further ~~exempt~~approval ~~from~~by ~~those~~our ~~rules~~stockholders, ~~the~~which ~~broker-dealer~~could ~~must~~adversely ~~make~~affect ~~a special written determination that~~ the ~~penny~~rights ~~stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment~~ of the ~~receipt~~holders of aour ~~risk~~common ~~disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement~~stock.

~~These~~Our ~~disclosure~~board ~~requirements~~of ~~may~~directors ~~have~~has the ~~effect~~ authority to fix and determine the relative rights and preferences of ~~reducing~~preferred stock. Our board of directors also has the ~~trading~~authority ~~activity~~to ~~for~~issue preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of a 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. ~~Therefore~~In addition, ~~stockholders~~our ~~may~~board ~~have~~of ~~difficulty~~directors ~~selling~~could authorize the issuance of a series of preferred stock that has greater voting power than our ~~securities~~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.

~~Risks~~Our ~~Relating~~President and sole director, Mr. Conrad Huss, controls a significant percentage of our capital stock and has sufficient voting power to ~~Our~~control ~~Company~~the vote on substantially all corporate matters.

WeConrad ~~are~~Huss, ~~subject~~ our President and sole director, controls a significant percentage of our capital stock. Accordingly, Mr. Huss will be able to determine the ~~reporting~~composition ~~requirements~~of our board of directors, will retain the ~~federal~~effective ~~securities~~voting ~~laws~~power to approve all matters requiring shareholder approval, ~~which~~will ~~impose~~prevail ~~additional~~in ~~burdens~~matters onrequiring usshareholder approval, including, in particular the election and removal of directors, and will continue to have significant influence over our business. As a result of his ownership and position in the Company, Mr. Huss is able to influence all matters requiring shareholder action, including significant corporate transactions.

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.15

~~Our~~Substantial ~~Articles~~future sales of ~~Incorporation~~ ~~authorize~~ our ~~board~~common ~~to create new series of preferred~~ stock ~~without~~by ~~further~~us ~~approval~~or by our existing stockholders, ~~which~~ could ~~adversely~~ ~~affect~~cause ~~the~~our ~~rights~~stock ofprice ~~the~~to ~~holders of our common stock~~fall.

~~Our~~Additional ~~Board~~equity offinancings ~~Directors~~or ~~has~~other ~~the~~share ~~authority to~~issuances ~~fix~~by ~~and~~us, ~~determine~~including ~~the~~shares ~~relative~~issued ~~rights~~in ~~and~~connection ~~preferences~~with ofstrategic ~~preferred~~alliances ~~stock.~~and ~~Our~~corporate ~~Board~~partnering ~~of Directors also has the authority to issue preferred stock without further stockholder approval. As a result~~transactions, ~~our Board of Directors~~ could ~~authorize~~adversely affect the ~~issuance~~market ofprice ~~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~~Sales ~~the~~by ~~right~~existing tostockholders ~~the redemption~~ of ~~the shares, together with~~ a ~~premium,~~large ~~prior~~number toof ~~the~~shares ~~redemption~~ of our common stock. Inin ~~addition,~~the ~~our~~public ~~Board~~market ofor ~~Directors could authorize~~ the ~~issuance~~perception ~~of new series of preferred stock~~ that ~~has~~additional ~~greater~~sales ~~voting~~could ~~power~~occur ~~than our common stock or that is convertible into our common stock, which~~ could ~~decrease~~cause the ~~relative~~market ~~voting~~price ~~power~~ of our common stock ~~or result in dilution~~ to ~~our existing stockholders~~drop.

~~ITEM~~You ~~1B.~~will ~~UNRESOLVED~~experience ~~STAFF~~future ~~COMMENTS.~~dilution as a result of future equity offerings

~~None~~We may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock. Although no assurances can be given that we will consummate a financing, in the event we do, or in the event we sell shares of common stock or other securities convertible into shares of our common stock in the future, additional and substantial dilution will occur. In addition, investors purchasing shares or other securities in the future could have rights superior to investors in this offering.

~~ITEM~~We 2.may ~~PROPERTIES~~be accused of infringing intellectual property rights of third parties.

~~Our~~Other ~~mailing~~parties ~~address~~may claim that we infringe their intellectual property rights. In the future we may be subject to legal claims of alleged infringement of the intellectual property rights of third parties. The ready availability of damages, royalties and the potential for injunctive relief has increased the defense litigation costs of patent infringement claims, especially those asserted by third parties whose sole or primary business is ~~242~~to ~~West~~assert ~~Main~~such ~~Street~~claims. Such claims, ~~Hendersonville~~even if not meritorious, ~~Tennessee~~ ~~37075~~may result in significant expenditure of financial and managerial resources, and the payment of damages or settlement amounts. Additionally, we may become subject to injunctions prohibiting us from using software or business processes we currently use or may need to use in the future, or requiring us to obtain licenses from third parties when such licenses may not be available on financially feasible terms or terms acceptable to us or at all. In addition, we may not be able to obtain on favorable terms, or at all, licenses or other rights with respect to intellectual property we do not own in providing ecommerce services to other businesses and individuals under commercial agreements.

OnUse ~~April 15, 2014, the Company entered into a lease agreement for five tracts~~ of ~~property~~social ~~which~~media ~~will~~may ~~serve~~adversely asimpact our ~~cattle processing location~~reputation. The rent is $60,000 annually, $15,000 paid on the 15th 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.

~~ITEM~~There 3has been a marked increase in use of social media platforms and similar devices, including weblogs (blogs), social media websites, and other forms of Internet-based communications which allow individual access to a broad audience of consumers and other interested persons. ~~LEGAL~~Consumers ~~PROCEEDINGS~~value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information without further investigation, authentication and without regard to its accuracy. The availability of information on social media platforms and devices is virtually immediate as is its impact. Social media platforms and devices immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is virtually limitless. Information concerning or affecting us may be posted on such platforms and devices at any time. Information posted may be inaccurate and adverse to us, and it may harm our business. The harm may be immediate without affording us an opportunity for redress or correction. Such platforms also could be used for the dissemination of trade secret information or compromise of other valuable company assets, any of which could harm our business.

WeRisks ~~are~~Related ~~not currently party~~ to ~~any~~the ~~legal proceedings,~~Bitcoin ~~nor~~Network ~~are~~and ~~we aware of any contemplated or pending legal proceedings against us.~~Bitcoins

~~ITEM~~The 4further development and acceptance of the Bitcoin Network and other Digital Currency systems, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. ~~MINE~~The ~~SAFETY~~slowing ~~DISCLOSURES~~or stopping of the development or acceptance of the Bitcoin Network may adversely affect an investment in our Company.

~~None~~Digital Currencies such as bitcoins may be used, among other things, to buy and sell goods and services. This is a new and rapidly evolving industry of which the Bitcoin Network is a prominent, but not unique, part. The growth of the Digital Currency industry in general, and the Bitcoin Network in particular, is subject to a high degree of uncertainty. The factors affecting the further development of the Digital Currencies industry, as well as the Bitcoin Network, include:

1216

~~PART~~· IIcontinued worldwide growth in the adoption and use of bitcoins and other Digital Currencies; · government and quasi-government regulation of bitcoins and other Digital Currencies and their use, or restrictions on or regulation of access to and operation of the Bitcoin Network or similar Digital Currencies systems; · the maintenance and development of the open-source software protocol of the Bitcoin Network; · changes in consumer demographics and public tastes and preferences; · the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; and · general economic conditions and the regulatory environment relating to Digital Currencies.

~~ITEM~~A 5.decline ~~MARKET~~in ~~FOR~~the ~~REGISTRANT’S~~popularity ~~COMMON~~or ~~EQUITY~~acceptance ~~AND~~of ~~RELATED~~the ~~STOCKHOLDER~~Bitcoin ~~MATTERS~~Network could adversely affect an investment in us.

~~Market~~Currently, ~~for~~there ~~Common~~is ~~Equity~~relatively small use of bitcoins in the retail and ~~Related Stockholder~~commercial ~~Matters~~marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect an investment in us.

(As relatively new products and technologies, bitcoins and the Bitcoin Network have only recently become widely accepted as a~~) Market~~ ~~Information~~means of payment for goods and services by many major retail and commercial outlets, and use of bitcoins by consumers to pay such retail and commercial outlets remains limited. Conversely, a significant portion of bitcoin demand is generated by speculators and investors seeking to profit from the short- or long-term holding of bitcoins. A lack of expansion by bitcoins into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in the price of bitcoin, either of which could adversely impact an investment in us.

~~Our~~The ~~shares~~Core ofDevelopers ~~common~~or ~~stock~~other ~~are~~programmers ~~quoted~~could onpropose amendments to the ~~OTC~~Bitcoin ~~Pink~~Network's ~~marketplace under~~protocols and software that, if accepted and authorized by the ~~symbol~~Bitcoin ~~“BRZG”~~Network's community, could adversely affect an investment in us.

~~Fiscal~~The ~~Year~~Bitcoin ~~Ended~~Network ~~June~~is 30based on a math-based protocol that governs the peer-to-peer interactions between computers connected to the Bitcoin Network. The code that sets forth the protocol is informally managed by a development team known as the Core Developers that was initially appointed informally by the Bitcoin Network's purported creator, ~~2014~~Satoshi Nakamoto. The members of the Core Developers evolve over time, largely based on self-determined participation in the resource section dedicated to bitcoin on Github.com. The Core Developers can propose amendments to the Bitcoin Network's source code through one or more software upgrades that alter the protocols and software that govern the Bitcoin Network and the properties of bitcoins, including the irreversibility of transactions and limitations on the mining of new bitcoins. Proposals for upgrades and discussions relating thereto take place on online forums including GitHub.com and Bitcointalk.org. To the extent that a significant majority of the users and miners on the Bitcoin Network install such software upgrade(s), the Bitcoin Network would be subject to new protocols and software that may adversely affect an investment in us. If less than a significant majority of the users and miners on the Bitcoin Network install such software upgrade(s), the Bitcoin Network could "fork."

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

The open-source structure of the Bitcoin Network protocol means that the Core Developers and other contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol. A failure to properly monitor and upgrade the protocol could damage the Bitcoin Network and an investment in us.

~~Fiscal~~The ~~Year~~Bitcoin ~~Ended~~Network ~~June~~operates 30based on an open-source protocol maintained by the Core Developers and other contributors, ~~2013~~largely on the GitHub resource section dedicated to bitcoin development. As the Bitcoin Network protocol is not sold and its use does not generate revenues for its development team, the Core Developers are generally not compensated for maintaining and updating the Bitcoin Network protocol. To the extent that material issues arise with the Bitcoin Network protocol, and the Core Developers and open-source contributor community are unable to address the issues adequately or in a timely manner, the Bitcoin Network and an investment in us may be adversely affected.

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

AsThere are various forms of ~~September~~attack ~~26,~~that ~~2014,~~have ~~our~~occurred ~~closing~~or ~~price~~may ~~was~~occur $in the future against the Bitcoin Network.~~013~~

~~All~~There ~~data~~are ~~has~~various ~~been~~forms ~~adjusted~~of ~~for~~attack ~~the~~that ~~1:1000~~have ~~reverse~~occurred ~~stock~~or ~~split of~~may ~~our~~occur ~~common~~in ~~shares~~the onfuture ~~January~~against ~~14,~~the ~~2014~~Bitcoin Network.

~~(b) Holders~~ ·As with any other computer code, the Bitcoin Network source code may contain certain flaws. Several errors and defects have been found and corrected, including those that disabled some functionality for users, exposed users' information, or allowed users to create multiple views of the Bitcoin Network. Such flaws have been discovered and quickly corrected. ·Malicious actors can structure an attack whereby such actor gains control of more than half of the Bitcoin Network's processing power or "hashrate." Although, computer scientists and cryptographers believe that the immense collective processing power of the Bitcoin Network makes it impracticable for an actor to gain control of computers representing a majority of the processing power on the Bitcoin Network it still presents a risk to the Bitcoin Network. ·Malicious actor may propagate "cancer nodes" to isolate certain users from the legitimate Bitcoin Network. A target user functionally surrounded by cancer nodes would be put on a separate "network," allowing the malicious actor to relay only blocks created by the separate network and thus opening the target user to double-spending attacks.

AsThese various forms of ~~September~~attack ~~29,~~on ~~2014,~~the weBitcoin ~~had~~Network 46may ~~holders~~have already occurred or may occur in the future. If the Bitcoin Network is compromised or users of ~~record~~Bitcoin do not believe they are safe using Bitcoins and the Bitcoin network it will have a material adverse effect on our Bitcoin ATM business operations.

~~(c) Dividend~~If ~~Policy~~the award of bitcoins for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners, miners may cease expending processing power to solve blocks and confirmations of transactions on the Blockchain could be slowed temporarily. A reduction in the processing power expended by miners on the Bitcoin Network could increase the likelihood of a malicious actor or botnet obtaining control in excess of 50 percent of the processing power active on the Bitcoin Network or the Blockchain, potentially permitting such actor or botnet to manipulate the Blockchain in a manner that adversely affects an investment in us.

WeIf the award of new bitcoins for solving blocks declines and transaction fees are not sufficiently high, miners may not have ~~never~~an ~~declared~~adequate orincentive ~~paid~~to ~~dividends on~~continue ~~our~~mining ~~common~~and ~~stock~~may cease their mining operations. We ~~intend~~Miners toceasing ~~retain~~operations ~~earnings~~would reduce the collective processing power on the Bitcoin Network, ifwhich ~~any~~would adversely affect the confirmation process for transactions (i.e., temporarily decreasing the speed at which blocks are added to ~~support~~the Blockchain until the ~~development~~next scheduled adjustment in difficulty for block solutions) and make the Bitcoin Network more vulnerable to a malicious actor or botnet obtaining control in excess of ~~our~~50 ~~business~~percent of the processing power on the Bitcoin Network. On December 2 and ~~therefore~~December do17, ~~not anticipate~~2014, ~~paying~~the ~~cash~~Bitcoin ~~dividends~~Network difficulty for ~~the~~block ~~foreseeable~~solutions ~~future~~was adjusted down by 0. ~~Payment~~73 percent and 1.37 percent, respectively. During the month of ~~future~~December ~~dividends~~2014, ifconfirmation ~~any~~time for block solutions was marginally impacted, ~~will~~with beaverage atblock ~~the~~solution ~~discretion of~~times ~~our~~(based ~~board~~on a seven-day moving average of ~~directors~~block ~~after~~solution ~~taking~~times) ~~into~~climbing ~~account~~from ~~various~~approximately ~~factors,~~7.5 ~~including~~minutes ~~current~~to ~~financial~~a ~~condition~~high of 9 minutes, ~~operating~~which ~~results~~speeds ~~and current~~remain ~~and~~faster ~~anticipated~~than ~~cash~~the ~~needs~~expected 10 minute confirmation time targeted by the Bitcoin Network protocol. WeMore ~~are~~significant ~~obligated~~reductions toin ~~pay~~processing ~~dividends~~power on ~~our~~the ~~Series~~Bitcoin BNetwork ~~and~~could ~~Series~~result Cin ~~Preferred~~material, ~~Stock~~though temporary, delays in block solution confirmation time. Any reduction in confidence in the confirmation process or processing power of the Bitcoin Network may adversely impact an investment in us.

~~(d) Securities authorized for issuance under equity compensation plans~~18

~~None~~To the extent that the profit margins of Bitcoin mining operations are not high, operators of Bitcoin mining operations are more likely to immediately sell bitcoins earned by mining in the Bitcoin Exchange Market, resulting in a reduction in the price of bitcoins that could adversely impact an investment in us.

13Over the past two years, Bitcoin Network mining operations have evolved from individual users mining with computer processors, graphics processing units and first generation ASIC servers. Currently, new processing power brought onto the Bitcoin Network is predominantly added by incorporated and unincorporated "professionalized" mining operations. Professionalized mining operations may use proprietary hardware or sophisticated ASIC machines acquired from ASIC manufacturers. They require the investment of significant capital for the acquisition of this hardware, the leasing of operating space (often in data centers or warehousing facilities), incurring of electricity costs and the employment of technicians to operate the mining farms. As a result, professionalized mining operations are of a greater scale than prior Bitcoin Network miners and have more defined, regular expenses and liabilities. These regular expenses and liabilities require professionalized mining operations to more immediately sell bitcoins earned from mining operations on the Bitcoin Exchange Market, whereas it is believed that individual miners in past years were more likely to hold newly mined bitcoins for more extended periods. The immediate selling of newly mined bitcoins greatly increases the supply of bitcoins on the Bitcoin Exchange Market, creating downward pressure on the price of bitcoins.

~~(e)~~The ~~Recent~~extent to which the value of bitcoins mined by a professionalized mining operation exceeds the allocable capital and operating costs determines the profit margin of such operation. A professionalized mining operation may be more likely to sell a higher percentage of its newly mined bitcoins rapidly if it is operating at a low profit margin-and it may partially or completely cease operations if its profit margin is negative. In a low profit margin environment, a higher percentage of the 3,600 to 4,200 new bitcoins mined each day will be sold into the Bitcoin Exchange Market more rapidly, thereby reducing bitcoin prices. Lower bitcoin prices will result in further tightening of profit margins, particularly for professionalized mining operations with higher costs and more limited capital reserves, creating a network effect that may further reduce the price of bitcoins until mining operations with higher operating costs become unprofitable and remove mining power from the Bitcoin Network. The network effect of reduced profit margins resulting in greater sales of ~~unregistered securities~~newly mined bitcoins could result in a reduction in the price of bitcoins that could adversely impact an investment in us.

~~The~~To ~~Company~~the ~~sold~~extent that any miners cease to record transactions in solved blocks, transactions that do not include the ~~following~~payment ~~unregistered securities~~of ~~during~~a transaction fee will not be recorded on the ~~fiscal~~Blockchain ~~year:~~until a block is solved by a miner who does not require the payment of transaction fees. Any widespread delays in the recording of transactions could result in a loss of confidence in the Bitcoin Network, which could adversely impact an investment in us.

			$
			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

To the extent that any miners cease to record transaction in solved blocks, such transactions will not be recorded on the Blockchain. Currently, there are no known incentives for miners to elect to exclude the recording of transactions in solved blocks; however, to the extent that any such incentives arise (e.g., a collective movement among miners or one or more mining pools forcing bitcoin users to pay transaction fees as a substitute for or in addition to the award of new bitcoins upon the solving of a block), actions of miners solving a significant number of blocks could delay the recording and confirmation of transactions on the Blockchain. Any systemic delays in the recording and confirmation of transactions on the Blockchain could result in greater exposure to double-spending transactions and a loss of confidence in the Bitcoin Network, which could adversely impact an investment in us.

14The acceptance of Bitcoin Network software patches or upgrades by a significant, but not overwhelming, percentage of the users and miners in the Bitcoin Network could result in a "fork" in the Blockchain, resulting in the operation of two separate networks until such time as the forked Blockchains are merged. The temporary or permanent existence of forked Blockchains could adversely impact an investment in us.

~~ITEM~~Bitcoin 6is an open source project and, although there is an influential group of leaders in the Bitcoin Network community including the Core Developers, there is no official developer or group of developers that formally controls the Bitcoin Network. ~~SELECTED~~Any ~~FINANCIAL~~individual ~~DATA~~can download the Bitcoin Network software and make any desired modifications, which are proposed to users and miners on the Bitcoin Network through software downloads and upgrades, typically posted to the bitcoin development forum on GitHub.com. A substantial majority of miners and bitcoin users must consent to those software modifications by downloading the altered software or upgrade that implements the changes; otherwise, the changes do not become a part of the Bitcoin Network. Since the Bitcoin Network's inception, changes to the Bitcoin Network have been accepted by the vast majority of users and miners, ensuring that the Bitcoin Network remains a coherent economic system; however, a developer or group of developers could potentially propose a modification to the Bitcoin Network that is not accepted by a vast majority of miners and users, but that is nonetheless accepted by a substantial population of participants in the Bitcoin Network. In such a case, and if the modification is material and/or not backwards compatible with the prior version of Bitcoin Network software, a fork in the Blockchain could develop and two separate Bitcoin Networks could result, one running the pre-modification software program and the other running the modified version (i.e., a second "Bitcoin" network). Such a fork in the Blockchain typically would be addressed by community-led efforts to merge the forked Blockchains, and several prior forks have been so merged. This kind of split in the Bitcoin Network could materially and adversely impact an investment in us and, in the worst case scenario, harm the sustainability of the Bitcoin Network's economy.

~~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.~~19

~~ITEM~~Intellectual 7.property ~~MANAGEMENT'S~~rights ~~DISCUSSION~~claims ~~AND~~may ~~ANALYSIS~~adversely OFaffect ~~FINANCIAL~~the ~~CONDITION~~operation ~~AND~~of ~~RESULTS~~the OFBitcoin ~~OPERATIONS~~Network.

~~Full~~Third ~~Fiscal~~parties ~~Year~~may ~~2014~~assert ~~versus~~intellectual ~~2013~~property claims relating to the holding and transfer of Digital Currencies and their source code. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the Bitcoin Network's long-term viability or the ability of end-users to hold and transfer bitcoins may adversely affect an investment in us. Additionally, a meritorious intellectual property claim could prevent us and other end-users from accessing the Bitcoin Network or holding or transferring their bitcoins. As a result, an intellectual property claim against us or other large Bitcoin Network participants could adversely affect an investment in us.

AtThe ~~June~~Bitcoin ~~30,~~Exchanges ~~2014,~~on wewhich ~~had~~bitcoins atrade ~~working~~are ~~capital deficit~~relatively ofnew $3and,~~055,697~~ ~~(June~~in 30most cases, ~~2013:~~largely $1unregulated and may therefore be more exposed to fraud and failure than established,~~016,191)~~ regulated exchanges for other products. ~~Our~~To ~~assets~~the ~~consisted~~extent ofthat ~~cash~~the ofBitcoin ~~$35,344,~~Exchanges ~~Notes~~representing ~~Receivable~~a ofsubstantial ~~$12,000,~~portion ~~Inventory~~ of ~~$6,000~~the ~~and~~volume ~~Investment~~in bitcoin trading are involved in ~~Unconsolidated~~fraud ~~subsidiary~~or ofexperience ~~$55~~security failures or other operational issues,~~000. This~~ ~~compared~~such toBitcoin ~~our~~Exchanges' ~~assets~~failures asmay ofresult ~~June~~in ~~30,~~a ~~2013,~~reduction ~~which consisted~~in ofthe ~~cash~~price of ~~$5,522~~bitcoin and ~~capital~~can ~~assets~~adversely ofaffect ~~$192~~an investment in us.

AtThe ~~June~~Bitcoin 30Exchanges on which the bitcoins trade are new and, ~~2014~~in most cases, ~~our~~largely ~~total~~unregulated. ~~current~~Furthermore, ~~liabilities increased~~many toBitcoin $3Exchanges (including several of the most prominent US Dollar denominated Bitcoin Exchanges) do not provide the public with significant information regarding their ownership structure,~~109~~ management teams,~~042~~ ~~(from~~corporate $1practices or regulatory compliance. As a result,~~021~~ the marketplace may lose confidence in,~~743~~ ator ~~June~~may 30experience problems relating to, ~~2013)~~Bitcoin Exchanges, including prominent exchanges handling a significant portion of the volume of bitcoin trading.

WeOver ~~recognized~~the nopast ~~revenue~~four asyears, ~~there~~many Bitcoin Exchanges have been closed due to fraud, failure or security breaches. In many of these instances, the customers of such Bitcoin Exchanges were no ~~sales~~not compensated or made whole for the ~~year~~partial ~~ended~~or ~~June~~complete 30losses of their account balances in such Bitcoin Exchanges. While smaller Bitcoin Exchanges are less likely to have the infrastructure and capitalization that make larger Bitcoin Exchanges more stable, larger Bitcoin Exchanges are more likely to be appealing targets for hackers and "malware" (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems). Further, the collapse of Mt. Gox in February 2014 indicated that even the largest Bitcoin Exchanges could be subject to abrupt failure with consequences for both users of a Bitcoin Exchange and ~~June~~the ~~2013~~bitcoin industry as a whole. In particular, in the two weeks that followed the February 7, 2014 halt of bitcoin withdrawals from Mt. Gox, and the removal of Mt. Gox as an eligible bitcoin, the value of one bitcoin fell from approximately $795 on February 6, 2014 to $578 on February 20, 2014.

WeA ~~have~~lack ~~recognized~~of ~~$45,964~~stability in ~~revenue~~the ~~from inception. Our~~Bitcoin ~~short~~Exchange Market and ~~long~~the ~~term~~closure ~~survival~~or istemporary ~~dependent~~shutdown onof ~~generating~~Bitcoin ~~revenues~~Exchanges ~~which~~due ~~exceed~~to ~~our~~fraud, ~~costs~~business failure, hackers or malware, or government-mandated regulation may reduce confidence in the Bitcoin Network and result in greater volatility in bitcoin value. These potential consequences of ~~operations~~a Bitcoin Exchange's failure could adversely affect an investment in us.

~~Result~~Political or economic crises may motivate large-scale sales of ~~Operations~~Bitcoins, which could result in a reduction in Bitcoin value and adversely affect an investment in us.

~~For~~As ~~the~~an ~~year~~alternative ~~ended~~to ~~June~~fiat ~~30,~~currencies ~~2014,~~that ~~operating expenses~~are ~~were~~backed ~~$728,583.~~by ~~($390~~central governments,~~283~~ ~~for~~Digital ~~the~~Currencies ~~year~~such ~~end~~as ~~June~~bitcoins, 30which are relatively new, ~~2013)~~are ~~Operating~~subject ~~expenses~~to ~~for~~supply and demand forces based upon the ~~year~~desirability ~~end~~of ~~June~~an 30alternative, ~~2014~~decentralized ~~consisted~~means of ~~consulting~~ ~~fees~~buying ofand ~~$180,000~~selling ~~(June~~goods ~~2013:~~and ~~$260~~services,~~000),~~ ~~rent~~and ~~expense~~it ofis ~~$46~~unclear how such supply and demand will be impacted by geopolitical events. Nevertheless,~~991,~~ ~~(June~~political ~~2013:~~or $economic crises may motivate large-~~0-),~~scale ~~professional~~acquisitions ~~fees~~or sales of ~~$152,599,~~bitcoins ~~(June 2013:~~either ~~$71,977),~~globally ~~compensation~~or ~~expense~~locally. Large-scale sales of ~~$219,281~~bitcoins ~~(June~~would ~~2013:~~result ~~$20,000)~~in ~~and~~a ~~general~~reduction in bitcoin value and ~~administrative~~could ~~expenses~~adversely ofaffect ~~$129,712~~an ~~(June 2013:~~investment ~~$38,306)~~in us.

~~For the year ended June 30, 2014, operating expenses were $338,300, 87% greater than the prior fiscal year due to the following:~~20

a.Demand ~~Consulting~~for ~~fees~~bitcoins ~~were~~is ~~$80~~driven,~~000~~ in part, ~~31%~~by ~~lower~~its ~~due~~status toas the ~~fact~~most prominent and secure Digital Currency. It is possible that a Digital Currency other than bitcoins could have features that make it more desirable to a material portion of the ~~consulting~~Digital ~~arrangement~~Currency ~~was~~user ~~only~~base, ~~outstanding~~resulting ~~for~~in ~~nine~~a ~~months~~reduction in ~~Fiscal~~demand ~~2014;~~for bitcoins, which could have a negative impact on the price of bitcoins and adversely affect an investment in us.

b.The ~~Rent~~Bitcoin ~~expense~~Network ~~was~~and ~~$46~~bitcoins,~~991~~ ~~higher~~as ~~due~~an asset, hold a "first-to-market" ~~the~~advantage ~~lease~~over ~~arrangement~~other Digital Currencies. This first-to-market advantage is driven in ~~New~~large ~~York~~part ~~City~~by ~~and~~having the ~~new~~largest ~~lease~~user ~~for~~base and, more importantly, the ~~corporate~~largest ~~headquarters~~combined mining power in ~~Tennessee~~use ~~entered~~to ~~into~~secure the Blockchain and transaction verification system. Having a large mining network results in greater user confidence regarding the ~~fourth~~security ~~quarter~~and long-term stability of ~~Fiscal~~a ~~2014~~Digital Currency's network and its block chain; as a result, the advantage of more users and miners makes a Digital Currency more secure, which makes it more attractive to new users and miners, resulting in a network effect that strengthens the first-to-market advantage.

c.We ~~Professional~~believe ~~fees~~that ~~were~~bitcoin ~~$80,622,~~also ~~112%~~enjoys ~~higher~~significantly ~~due~~greater toacceptance ~~greater~~and ~~legal~~usage ~~expenses~~than ~~associated~~other ~~with~~alternate digital currency (or altcoin) networks in the ~~acquisition~~retail and ~~auditing~~commercial ~~and~~marketplace, ~~accounting~~due ~~fees~~in ~~necessary~~large ~~for~~part to the ~~company’s~~relatively ~~regulatory~~well-funded ~~filings~~efforts toof bepayment inprocessing ~~compliance~~companies ~~with~~including ~~the~~Coinbase, ~~Securities~~BitPay and ~~Exchange Commission;~~GoCoin.

d.Despite ~~Compensation~~the ~~expense~~marked ~~was~~first-mover ~~$199,281~~advantage ~~higher~~of ~~due~~the toBitcoin ~~payments~~Network toover ~~our~~other ~~former~~Digital ~~Chief~~Currencies, ~~Executive~~it ~~Officer,~~is ~~who~~possible ~~was~~that ~~hired~~an inaltcoin ~~January~~could ~~2013~~become ~~and~~materially popular due to either a perceived or exposed shortcoming of the ~~Management~~Bitcoin ~~team~~Network atprotocol ~~Conexus~~that ~~Cattle~~is ~~during~~not immediately addressed by the ~~fourth~~Core ~~quarter~~Developers or a perceived advantage of an altcoin that includes features not incorporated into bitcoin. If an altcoin obtains significant market share (either in market capitalization, mining power or use as a payment technology), this could reduce bitcoin's market share and have a negative impact on the ~~fiscal~~demand ~~year;~~for, and price of, bitcoins and could adversely affect an investment in us.

e.Security ~~General~~threats ~~and~~to ~~administrative~~us ~~expenses~~could ~~were~~result ~~$91~~in,~~406,~~ ~~238%~~a ~~higher~~loss ~~due~~of ~~principally~~Company's bitcoins, or damage to ~~greater~~the ~~transfer~~reputation ~~agent~~and ~~fees~~our brand, ~~SEC~~each ~~filing~~of ~~fees~~which ~~and~~could ~~insurance~~adversely ~~expenses~~affect an investment in us.

15Security breaches, computer malware and computer hacking attacks have been a prevalent concern since the launch of the Bitcoin Network. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could harm our business operations or result in loss of our bitcoins. Any breach of our infrastructure could result in damage to our reputation which could adversely affect an investment in us. Furthermore, we believe that, as our assets grow, it may become a more appealing target for security threats such as hackers and malware.

~~For~~We ~~the~~rely ~~year~~on ~~ended~~bitcoin ~~June~~wallets ~~30,~~which ~~2014,~~security ~~Other Income/Expense~~systems ~~were~~may ~~$14,209,612.~~not ~~($468,727~~be ~~for~~impenetrable ~~the~~and ~~year~~may ~~end~~not ~~June~~be ~~30,~~free ~~2013)~~from ~~Other~~defect ~~income/expense~~or ~~for~~immune ~~the~~to ~~year~~acts ~~end June 30, 2014 consisted~~ of ~~Expenses associated with acquisition of Conexus Cattle of $8~~God,~~926,663,~~ ~~(June~~and ~~2013:~~any ~~$-0-),~~ loss ondue ~~settlement of debt of $3,428,919 (June 2013: $66,880), Interest expense of 483,444 (June 2013 $317,332) principally relating~~ to ~~convertible~~a ~~loans, mostly~~security ~~from the amortization of debt discount premiums~~breach, ~~derivative~~software ~~expense~~defect onor ~~newly~~act ~~issued securities~~ of ~~$356,780~~God ~~(June~~will ~~2013:~~be ~~$251,144), change~~borne inby ~~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-)~~us.

a.The ~~Expenses~~security ~~associated~~system ~~with~~and ~~acquisition~~operational infrastructure may be breached due to the actions of ~~Conexus~~outside ~~Cattle~~parties, ~~were~~error $8or malfeasance of an employee of ours,~~926~~ or otherwise,~~663~~ ~~greater~~and, ~~due~~as a result, an unauthorized party may obtain access to ~~the~~our, ~~issuance~~private keys, data or bitcoins. Additionally, outside parties may attempt to fraudulently induce employees of ~~the~~ours ~~Series~~to Bdisclose ~~Preferred~~sensitive ~~Stock~~information ~~and~~in ~~Series~~order Cto ~~Preferred~~gain ~~Stock~~access ~~associated~~to ~~with~~our infrastructure. As the ~~Merger~~techniques ofused ~~Conexus~~to ~~Cattle.~~obtain ~~These~~unauthorized ~~are~~access, ~~non-cash~~disable ~~expenses~~or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event and often are ~~predicated~~not onrecognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our ~~valuation~~security system occurs, the market perception of ~~Conexus~~the ~~Cattle;~~effectiveness of our security system could be harmed, which could adversely affect an investment in us.

b.In ~~Loss~~the onevent ~~Settlement~~ of ~~debt~~a ~~was~~security $3breach,~~362,039~~ ~~greater~~we ~~due~~may tobe ~~the~~forced ~~conversions~~to ofcease ~~substantially~~operations, ~~greater~~or ~~amounts~~suffer ofa ~~debt~~reduction in ~~Fiscal~~assets, ~~2014~~the ~~versus~~occurrence ~~2013~~of ~~and~~each ~~greater~~of ~~volatility~~which incould ~~the~~adversely ~~common~~affect ~~stock~~an ~~price;~~investment in us.

c.A ~~Interest~~loss ~~expense~~of ~~was~~confidence ~~$165.913,~~in ~~52%~~our ~~higher~~security ~~due~~system, toor ~~greater~~a ~~amortization~~breach of ~~debt~~our ~~discount~~security ~~and~~system, ~~higher~~may ~~average~~adversely ~~face~~affect us and the value of ~~debt~~an ~~levels;~~investment in us.

d.We ~~Derivative~~will ~~expense~~take ~~was~~measures ~~$105~~to protect us and our bitcoins from unauthorized access,~~635~~ damage or theft; however,~~42%~~ ~~higher~~it ~~due~~is possible that the security system may not prevent the improper access to, ~~greater~~or ~~issuances~~damage or theft of ~~debt~~our ~~securities;~~bitcoins. A security breach could harm our reputation or result in the loss of some or all of our bitcoins. A resulting perception that our measures do not adequately protect our bitcoins could result in a loss of current or potential shareholders, reducing demand for our common stock and causing our shares to decrease in value.

~~e. 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~~21

f.Bitcoin ~~Loss~~transactions onare ~~settlements~~irrevocable ~~from~~and ~~the~~stolen ~~Liabilities~~or ~~Purchase~~incorrectly ~~Agreement~~transferred ofbitcoins ~~$56~~may be irretrievable. As a result,~~728~~ ~~due~~any toincorrectly ~~the~~executed ~~initiation~~Bitcoin oftransactions ~~the~~could ~~program~~adversely inaffect ~~the~~an ~~current~~investment ~~fiscal~~in ~~year~~us.

~~From~~Bitcoin ~~inception~~transactions toare ~~June~~not, 30from an administrative perspective, ~~2014~~reversible without the consent and active participation of the recipient of the transaction or, wein ~~have incurred~~theory, control or consent of a majority of the processing power on the Bitcoin Network. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an ~~accumulated~~incorrect ~~deficit~~transfer of ~~$22~~bitcoins or a theft of bitcoins generally will not be reversible and we may not be capable of seeking compensation for any such transfer or theft. Although our transfers of bitcoins will regularly be made to or from vendors,~~006~~ consultants,~~441~~ ~~(June~~services 30providers, ~~2013:~~etc. $7it is possible that,~~068~~ through computer or human error,~~246)~~ or through theft or criminal action, our bitcoins could be transferred from us in incorrect amounts or to unauthorized third parties. To the extent that we are unable to seek a corrective transaction with such third party or is incapable of identifying the third party which has received our bitcoins through error or theft, we will be unable to revert or otherwise recover incorrectly transferred Company bitcoins. To the extent that we are unable to seek redress for such error or theft, such loss could adversely affect an investment in us.

~~Liquidity~~Our ~~and~~bitcoins ~~Capital~~may ~~Expenditures~~be subject to loss, damage, theft or restriction on access.

AsThere ofis ~~June~~a ~~30,~~risk ~~2014,~~that part or all of our ~~net~~bitcoins ~~cash~~could ~~balance was~~be ~~$35~~lost,~~344~~ stolen or destroyed. We ~~may~~believe ~~attempt~~that toour ~~sell~~bitcoins ~~additional~~will ~~equity~~be ~~shares~~an appealing target to hackers or ~~issue~~malware ~~debt~~distributors seeking to ~~support~~destroy, damage or steal our ~~operations~~bitcoins. ~~Any~~ ~~sale of~~Although ~~additional~~we ~~equity~~utilize ~~securities~~Bitgo ~~will~~Inc.'s ~~result~~enterprise inmulti-signature ~~dilution~~storage solution, to ~~our~~minimize ~~stockholders. There~~the ~~can~~risk beof noloss, ~~assurance~~damage and theft, we cannot guarantee that ~~additional financing~~it will beprevent ~~available~~such toloss, usdamage or theft, ifwhether ~~available~~caused intentionally, accidentally or by act of God. Access to usour bitcoins could also be restricted by natural events (such as an earthquake or flood) or human actions (such as a terrorist attack). Any of these events may adversely affect our operations and, onconsequently, ~~acceptable~~an ~~terms~~investment in us.

OnThe ~~July~~limited 7,rights ~~2011,~~of ~~the Company~~legal ~~entered into~~recourse anagainst ~~equity~~us, ~~purchase~~and ~~agreement~~our ~~(the~~lack ~~“Equity~~of ~~Purchase~~insurance ~~Agreement”)~~protection ~~with~~expose anus ~~Institutional~~and ~~Investor~~our ~~(“Investor”) Footnote~~shareholders 8to ~~describes~~ the ~~Equity~~risk ~~Purchase~~of ~~Agreement~~loss inof ~~detail. To~~our ~~date,~~bitcoins nofor ~~funds~~which ~~have~~no ~~been~~person ~~advanced~~is ~~under this agreement, and we do not anticipate drawing down on this Equity Purchase Agreement during the upcoming year~~liable.

WeThe ~~believe~~bitcoins ~~our~~held ~~market~~by ~~risk~~us ~~exposures~~are ~~arise primarily~~not ~~from~~insured. ~~exposures~~Therefore, toa ~~fluctuations~~loss inmay ~~interest~~be ~~rates~~suffered ~~and~~with ~~exchange~~respect ~~rates. We~~to ~~presently~~our ~~only~~bitcoins ~~transact~~which ~~business~~is innot ~~United States~~covered ~~Dollars. We~~by ~~believe~~insurance ~~that~~and ~~the~~for ~~exchange~~which ~~rate~~no ~~risk~~person ~~surrounding~~is ~~our~~liable ~~future~~in ~~transactions~~damages ~~will~~which ~~not~~could ~~materially or~~ adversely affect our ~~future~~operations ~~earnings. We~~and, doconsequently, ~~not~~an ~~use~~investment ~~derivative~~in ~~financial instruments to manage risks or for speculative or trading purposes~~us.

AtBitcoins ~~the~~held ~~current~~by ~~time,~~us weare do not ~~anticipate any~~subject ~~capital~~to ~~expenditures~~FDIC ~~over~~or ~~the~~SIPC ~~upcoming year~~protections.

InWe ~~November~~do ~~2009~~not wehold ~~started~~our ~~reviewing~~bitcoins ~~mineral exploration~~with ~~and~~a ~~other~~banking ~~opportunities~~institution ~~with~~or ~~the~~a ~~objective~~member of ~~bringing~~the ~~revenue~~Federal toDeposit Insurance Corporation ("FDIC") or the ~~Company. However~~Securities Investor Protection Corporation ("SIPC") and, ~~there~~therefore, our bitcoins are nonot ~~revenues generated~~subject ~~from~~to ~~continuing~~the ~~operations~~protections ~~for~~enjoyed ~~the~~by ~~year~~depositors ~~ended~~with ~~June~~FDIC ~~30,~~or ~~2014~~SIPC member institutions.

16We may not have adequate sources of recovery if our bitcoins are lost, stolen or destroyed.

~~Plan~~If our bitcoins are lost, stolen or destroyed under circumstances rendering a party liable to us, the responsible party may not have the financial resources sufficient to satisfy our claim. For example, as to a particular event of ~~Operation~~loss, the only source of recovery for us might be limited, to the ~~Next~~extent 12identifiable, ~~Months~~other responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim of ours.

~~The~~Intellectual ~~following~~property ~~discussion~~rights ofclaims ~~the~~may ~~plan~~adversely ~~of operation,~~affect ~~financial~~an ~~condition,~~investment ~~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, 2013us. ~~All filings were subsequently amended on June 2, 2014.~~

~~Our~~We ~~continuing~~are ~~operations~~not ~~are~~aware ~~dependent upon~~of ~~the~~any ~~identification~~intellectual ~~and~~property ~~successful~~claims ~~completion~~that ofmay ~~additional~~prevent ~~long-term~~us orfrom ~~permanent~~operating ~~equity~~and ~~financing~~holding bitcoins; however, ~~the~~third ~~support~~parties ofmay ~~creditors and~~assert ~~shareholders,~~intellectual ~~and,~~property ~~ultimately,~~claims relating to the ~~achievement~~operation of ~~profitable~~us ~~operations. There~~and ~~can~~the bemechanics noinstituted ~~assurances~~for ~~that~~the weinvestment ~~will be successful~~in, ~~which~~holding ~~would~~of inand ~~turn~~transfer ~~significantly~~of ~~affect~~bitcoins. ~~our~~Regardless ~~ability~~of ~~find~~ the ~~right~~merit ~~new~~of ~~exploration~~an intellectual property or other ~~project~~legal ~~and~~action, ~~then~~any ~~roll-out of~~legal ~~the~~expenses ~~respective~~to ~~business~~defend ~~plan. If~~or ~~not,~~payments weto ~~will~~settle ~~likely~~such claims would be ~~required~~extraordinary toexpenses ~~reduce~~and ~~operations~~be orborne ~~liquidate~~by ~~assets. We will~~us ~~continue~~through tothe ~~evaluate~~sale of our ~~projected~~bitcoins. ~~expenditures~~Additionally, ~~relative~~a tomeritorious ~~our~~intellectual ~~available~~property ~~cash~~claim ~~and~~could toprevent ~~seek~~us ~~additional~~from ~~means~~operating ofand ~~financing~~force ~~in order~~us to ~~satisfy~~liquidate our ~~working~~bitcoins. ~~capital~~As ~~and~~a ~~other~~result, ~~cash~~an ~~requirements~~intellectual property claim against us could adversely affect an investment in us.

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.22

~~Our~~Regulatory ~~model~~changes isor toactions ~~purchase~~may ~~animals~~restrict ~~from cattlemen/landowners for~~ the ~~market~~use ~~price~~of ~~and~~bitcoins toor ~~simultaneously enter into a contract with each cattleman whereby~~ the ~~cattleman~~operation ~~will~~of ~~continue to monitor~~ the ~~herd.~~Bitcoin ~~Under~~Network ~~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.~~manner ~~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~~adversely ~~savings~~affects ~~will~~an beinvestment ~~achieved~~in ~~through economies of scale, genetic performance, consistent cattle quality and higher cattle market weights, reduced marketing costs, transportation savings and feed cost~~us.

AnUntil ~~integral~~recently, little or no regulatory attention has been directed toward bitcoins and ~~fundamental~~the ~~component~~Bitcoin ~~of our~~Network ~~business~~by ~~model~~US isfederal toand ~~apply~~state agovernments, ~~disciplined~~foreign ~~set~~governments ofand ~~standard~~self-regulatory ~~operation~~agencies. ~~procedures~~As bitcoins have grown in popularity and in market size, the Federal Reserve Board, US Congress and certain US agencies (~~SOPs~~e.g., FinCEN and the Federal Bureau of Investigation) have begun to ~~our~~examine the operations of the Bitcoin Network, Bitcoin users and the Bitcoin Exchange Market. ~~This~~Local ~~will~~state beregulators ansuch ~~essential component~~as the California Department of ~~fully~~Financial ~~realizing~~Institutions and the ~~economic~~New ~~benefits~~York ~~described~~State ~~above.~~Department ~~These~~of ~~SOPs~~Financial ~~will~~Services ~~bring~~have ~~demonstrated~~also ~~best~~initiated ~~practices~~examinations of bitcoins, the Bitcoin Network and ~~operating discipline~~the ~~that~~regulation ~~are~~thereof. ~~difficult~~Additionally, a US federal magistrate judge in the US District Court for athe ~~small~~Eastern ~~rancher~~District toof ~~consistently~~Texas ~~achieve~~has ~~and~~ruled ~~apply~~that on"Bitcoin ~~their~~is ~~own.~~a ~~The~~currency ~~application~~or ~~and~~form ~~management~~ of ~~the~~money," ~~SOPs~~two ~~will~~CFTC becommissioners ~~fashioned~~publicly ~~and~~expressed a belief that derivatives based on bitcoins are subject to the ~~well-developed~~same ~~contract~~regulation ~~grower~~as ~~model~~those based on commodities, and the IRS released guidance treating bitcoins as property that is ~~common~~not incurrency ~~the~~for ~~hog~~US ~~industry~~federal income tax purposes, although there is no indication yet whether other courts or federal or state regulators will follow these asset classifications. WeOn ~~intend to~~June ~~demonstrate~~28, ~~operating~~2014, ~~discipline~~the ~~through~~Governor of the ~~consistent~~State ~~application~~of California signed into law a bill that removed state-level prohibitions on the use of ~~best~~alternative ~~practices~~forms toof ~~areas~~currency or value (including ~~bull~~bitcoins). ~~management~~The bill indirectly authorizes bitcoins' use as an alternative form of money in the state. There is a possibility of future regulatory change altering, ~~genetics~~perhaps to a material extent, ~~nutrition,~~ ~~veterinary~~the ~~care~~nature ~~and~~of ~~marketing~~an investment in us or our ability to continue to operate.

WeCurrently, ~~have~~CFTC ~~identified~~has ~~more~~formally ~~than~~asserted ~~$450~~regulatory ofauthority ~~supply chain~~over ~~inefficiencies~~bitcoins ~~for~~as ~~each~~a ~~animal~~digital ~~sold~~currency inderivativeTo the ~~current~~extent ~~fragmented~~that ~~beef~~bitcoins ~~cattle~~themselves ~~production~~are ~~system.~~determined ~~Our~~to ~~business~~be ~~model~~a ~~is focused on eliminating these inefficiencies and capturing the resulting profit and cash flow. For example~~security, ~~with~~commodity ~~the~~future ~~scale~~or ~~envisioned~~other ~~by our~~regulated ~~business model~~asset, ~~incremental~~or ~~profit~~to ~~will~~the beextent ~~realized~~that ~~through~~a ~~the~~US ~~disintermediation~~or offoreign atgovernment ~~least~~or ~~two~~quasi-governmental ~~service~~agency ~~providers~~exerts ~~that~~regulatory ~~are currently~~authority anover ~~important~~the ~~part~~Bitcoin ofNetwork ~~the~~or ~~market~~bitcoin ~~chain~~trading ~~for~~and ~~the~~ownership, ~~small~~trading ~~producer~~or –ownership ~~the~~in ~~backgrounder~~bitcoins ~~and~~may ~~the~~be ~~livestock~~adversely ~~auction barn complex~~affected.

~~Our~~To ~~focus~~the isextent ~~on cows and calves. The industry structure is such~~ that ~~feedlots~~future ~~consolidate~~regulatory ~~masses~~actions ofor ~~young~~policies ~~animals~~limit ~~and feed them until they reach market weight, at which point~~ the ~~animals~~ability ~~are sold under contract~~ to ~~processors.~~exchange ~~The~~bitcoins ~~commodity~~or ~~price~~utilize ~~risk~~them ~~associated~~for ~~with~~payments, ~~cattle production is largely experienced in this feeding segment of~~ the ~~industry~~demand ~~and not in the cow/calf stage of production. Cows feed on grass~~ for ~~the~~bitcoins ~~majority~~will ofbe ~~the year~~reduced. ~~This~~Furthermore, ~~grass~~regulatory isactions ~~grown~~may ~~and~~limit the ~~cattle~~ability ~~graze on land unsuitable for the production~~ of ~~cash~~end-users ~~crops~~to ~~such~~convert asbitcoins ~~corn,~~into ~~soy~~fiat orcurrency ~~wheat~~(e. ~~During~~g., ~~the~~US ~~winter~~Dollars) ~~months~~ or ~~during~~use ~~drought,~~bitcoins ~~the~~to ~~grass~~pay isfor ~~supplemented~~goods byand ~~hay~~services. ~~Our~~Such ~~scale~~regulatory ~~and~~actions ~~financial~~or ~~resources~~policies ~~will~~could ~~allow~~adversely usaffect ~~to purchase~~an ~~and~~investment ~~store~~in ~~hay at favorable prices for use during winter months or drought~~us.

~~Our~~Bitcoin ~~geographic~~currently ~~focus~~faces ~~will~~an beuncertain regulatory landscape in not only the ~~central~~ United States but also in many foreign jurisdictions such as the European Union, China and ~~southern~~Russia. ~~states~~While certain governments such as Germany-where the Ministry of ~~Kentucky,~~Finance ~~Tennessee,~~has ~~Virginia,~~declared ~~Missouri,~~bitcoins ~~Kansas~~to be "Rechnungseinheiten" (a form of private money that is recognized as a unit of account, ~~Arkansas~~but not recognized in the same manner as fiat currency) - have issued guidance as to how to treat bitcoins, ~~northern~~most ~~Mississippi~~regulatory bodies have not yet issued official statements regarding intention to regulate or determinations on regulation of bitcoins, ~~northern~~the ~~Alabama~~Bitcoin Network and bitcoin users. Among those for which preliminary guidance has been issued in some form, ~~eastern Oklahoma~~Canada and Taiwan have labeled bitcoin as a digital or virtual currency, ~~east~~distinct ~~Texas~~from fiat currency, ~~southern~~while ~~Indiana~~Sweden and ~~southern~~Norway ~~Illinois~~are among those to categorize bitcoin as a form of virtual asset or commodity. ~~Initially~~In China, ~~our~~a ~~emphasis~~recent ~~will~~government benotice inclassified ~~Kentucky~~bitcoins as legal and "virtual commodities;" however, ~~Tennessee~~the same notice restricted the banking and ~~southern Indiana~~payment industries from using bitcoin, creating uncertainty and limiting the ability of Bitcoin Exchanges to operate in the ~~tri~~then-~~state~~second ~~corner~~largest ofbitcoin ~~Kansas~~market. Since December 2013, ~~Missouri~~both China and ~~Oklahoma.~~Russia ~~These~~have ~~areas~~taken a more restrictive stance toward bitcoin and, thereby, have reduced the rate of expansion of bitcoin use in each country. In May 2014, the Central Bank of Bolivia banned the use of bitcoins as a ~~significant~~means ~~density~~of payment. In the summer and fall of ~~ranches~~2014, Ecuador announced plans for its own state-backed electronic money, while passing legislation that ~~fit the~~reportedly ~~size~~prohibits ~~criteria~~the use of 40decentralized toDigital ~~250~~Currencies ~~head~~such as bitcoins. Conversely, regulatory bodies in some countries such as India and ~~lend~~Switzerland ~~themselves~~have declined to ~~establishment~~exercise ofregulatory ~~multiple~~authority ~~production~~when ~~pods~~afforded ofthe 5opportunity. Various foreign jurisdictions may,~~000~~ ~~head~~in ~~each~~the near future, adopt laws, regulations or directives that affect the Bitcoin Network and its users, particularly Bitcoin Exchanges and service providers that fall within such jurisdictions' regulatory scope. ~~This~~Such ~~geographic area~~laws, ~~also~~regulations ~~has~~or ~~consistently~~directives ~~good~~may ~~levels~~conflict with those of ~~precipitation~~the United States and ~~grassland~~may ~~that~~negatively ~~will~~impact ~~support~~the aacceptance ~~relatively~~of ~~high~~bitcoins ~~density~~by users, merchants and service providers outside of ~~animals~~the ~~per acre~~United States and may therefore impede the growth of the bitcoin economy.

17The effect of any future regulatory change on us or bitcoins is impossible to predict, but such change could be substantial and adverse to us and could adversely affect an investment in us.

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.23

~~Off~~It ~~Balance~~may ~~Sheet~~be ~~Arrangements~~illegal now, or in the future, to acquire, own, hold, sell or use bitcoins in one or more countries, and ownership of, holding or trading in or Company's securities may also be considered illegal and subject to sanction.

~~None~~Although currently bitcoins are not regulated or are lightly regulated in most countries, including the United States, one or more countries such as China and Russia may take regulatory actions in the future that severely restricts the right to acquire, own, hold, sell or use bitcoins or to exchange bitcoins for fiat currency. Such an action may also result in the restriction of ownership, holding or trading in our securities. Such restrictions may adversely affect an investment in us.

~~ITEM~~Certain 7arequired registrations, licensure and regulatory compliance steps may result in extraordinary, non-recurring expenses to us. ~~QUANTITATIVE~~We ~~AND~~may ~~QUALITATIVE~~also ~~DISCLOSURES~~decide to terminate certain operations. Any termination of certain Company operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to investors.

~~None~~We are registered with FinCEN as a money service business and we are required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

~~ITEM~~Additional 8federal or state regulatory obligations may cause us to incur extraordinary expenses, possibly affecting an investment in us in a material and adverse manner. ~~FINANCIAL~~Furthermore, ~~STATEMENTS~~we ~~AND~~may ~~SUPPLEMENTARY~~not ~~DATA~~be capable of complying with certain federal or state regulatory obligations applicable to money service businesses and money transmitters. If we are deemed to be subject to and determines not to comply with such additional regulatory and registration requirements due to the added expenses, we may suspend certain operations that would make us subject to additional regulatory and registration requirements. Such restrictions may adversely affect an investment in us.

~~The~~If ~~financial~~regulatory ~~statements~~changes ~~required~~or interpretations require the regulation of bitcoins under the CEA by ~~this Item~~the ~~begin~~CFTC onand/or ~~Page~~under ~~F-1~~the ofSecurities ~~this~~Act ~~Form~~and ~~10-K~~Investment Company Act by the SEC, ~~and~~we ~~include~~may ~~(1)~~be ~~Report~~required ofto ~~Independent~~register ~~Registered~~and ~~Public~~comply ~~Accounting~~with ~~Firm;~~such ~~(2)~~regulations. ~~Balance Sheets;~~To ~~(3)~~the ~~Statements~~extent ofthat ~~Operations~~we decide to continue operations, ~~Statements~~the ofrequired ~~Cash~~registrations ~~Flows~~and regulatory compliance steps may result in extraordinary, ~~Statement~~non-recurring expenses to us. We may also decide to cease certain operations. Any disruption of ~~Stockholders’~~our ~~Deficit;~~operations ~~and~~in ~~(4)~~response ~~Notes~~to the changed regulatory circumstances may be at a time that is disadvantageous to ~~Financial Statements~~investors.

18Current and future legislation, CFTC and SEC rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which bitcoins are treated for classification and clearing purposes. In particular, the bitcoins may not be excluded from the definition of "commodity future" or "security" by such future CFTC and SEC rulemaking or interpretation, respectively. As of the date of this prospectus, we are not aware of any rules or interpretations that have been proposed to regulate bitcoins as commodity futures or securities. We cannot be certain as to how future regulatory developments will impact the treatment of bitcoins under the law.

~~Conexus~~To ~~Cattle~~the ~~Corp~~extent that bitcoins are deemed to fall within the definition of a commodity future pursuant to subsequent rulemaking by the CFTC, we may be required to register and comply with additional regulation under the CEA, including additional periodic report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator and to register us as a commodity pool with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring expenses of ours, thereby materially and adversely impacting an investment in us. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain if our operations. Any such action may adversely affect an investment in us.

~~June 30, 2014 and 2013~~24

~~Index~~To the extent that bitcoins are deemed to fall within the ~~financial~~definition ~~statements~~of a security pursuant to subsequent rulemaking by the SEC, we may be required to register and comply with additional regulation under the Investment Company Act, including additional periodic reporting and disclosure standards and requirements and the registration of our Company as an investment company. Such additional registrations may result in extraordinary, non-recurring expenses of our Company, thereby materially and adversely impacting an investment in our Company. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect an investment in us.

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

If federal or state legislatures or agencies initiate or release tax determinations that change the classification of bitcoins as property for tax purposes (in the context of when such bitcoins are held as an investment), such determination could have a negative tax consequence on our Company or our shareholders.

FCurrent IRS guidance indicates that Digital Currencies such as bitcoins should be treated and taxed as property, and that transactions involving the payment of bitcoins for goods and services should be treated as barter transactions. While this treatment creates a potential tax reporting requirement for any circumstance where the ownership of a bitcoin passes from one person to another, usually by means of bitcoin transactions (including off-1Blockchain transactions), it preserves the right to apply capital gains treatment to those transactions which may have adversely affect an investment in our Company.

~~John~~On ~~Scrudato~~December ~~CPA~~5, 2014, the New York State Department of Taxation and Finance issued guidance regarding the application of state tax law to Digital Currencies such as bitcoins. The agency determined that New York State would follow IRS guidance with respect to the treatment of Digital Currencies such as bitcoins for state income tax purposes. Furthermore, they defined Digital Currencies such as bitcoin to be a form of "intangible property," meaning the purchase and sale of bitcoins for fiat currency is not subject to state income tax (although transactions of bitcoin for other goods and services maybe subject to sales tax under barter transaction treatment). It is unclear if other states will follow the guidance of the IRS and the New York State Department of Taxation and Finance with respect to the treatment of Digital Currencies such as bitcoins for income tax and sales tax purposes. If a state adopts a different treatment, such treatment may have negative consequences including the imposition of greater a greater tax burden on investors in bitcoin or imposing a greater cost on the acquisition and disposition of bitcoins, generally; in either case potentially having a negative effect on prices in the Bitcoin Exchange Market and may adversely affect an investment in our Company.

~~CERTIFIED~~Foreign ~~PUBLIC~~jurisdictions ~~ACCOUNTING~~may ~~FIRM~~also elect to treat Digital Currencies such as bitcoins differently for tax purposes than the IRS or the New York State Department of Taxation and Finance. To the extent that a foreign jurisdiction with a significant share of the market of bitcoin users imposes onerous tax burdens on bitcoin users, or imposes sales or value added tax on purchases and sales of bitcoins for fiat currency, such actions could result in decreased demand for bitcoins in such jurisdiction, which could impact the price of bitcoins and negatively impact an investment in our Company.

~~REPORT~~Item OF1B. ~~INDEPENDENT~~Unresolved ~~REGISTERED~~Staff ~~PUBLIC ACCOUNTING FIRM~~Comments.

ToNot ~~the Board of Directors and Stockholders of Conexus Cattle Corp~~applicable.

WeItem ~~have audited the accompanying balance sheet of Conexus Cattle Corp~~2. asDescription of ~~June 30, 2014 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year then ended~~Property. ~~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.~~

WeCurrently, ~~conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that~~ we ~~plan~~use ~~and~~242 ~~perform the~~West ~~audits~~Main ~~to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have~~Street, ~~nor were we engaged to perform~~Hendersonville, anTennessee ~~audit~~as ofour ~~its internal control over financial reporting~~business center. ~~Our~~ We ~~audits~~use ~~included~~this ~~consideration~~space ~~of internal control over financial reporting as a basis~~ for ~~designing~~no ~~audit~~fee ~~procedures~~until ~~that~~December ~~are appropriate in the circumstances~~31, ~~but~~2015. ~~not~~We ~~for~~believe ~~the~~this ~~purpose~~facility ofis ~~expressing~~presently anadequate ~~opinion~~for on the ~~effectiveness~~performance of ~~the~~all ~~Company’s internal~~company ~~control~~functions 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~~business operations.

InItem ~~our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Conexus Cattle Corp~~3. atLegal ~~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~~Proceedings.

~~The~~We ~~accompanying~~are ~~financial~~currently ~~statements~~not ~~have been~~involved ~~prepared~~in ~~assuming~~any litigation that ~~Conexus~~we ~~Cattle~~believe ~~Corp.~~could ~~will~~have ~~continue as~~ a ~~going~~material ~~concern.~~adverse Aseffect ~~more~~on ~~fully~~our ~~described~~financial incondition ~~Note~~or 3,results ~~the~~of ~~Company had~~operations. anThere ~~accumulated~~is ~~deficit~~no ataction, ~~June 30~~suit, ~~2014~~proceeding, ainquiry ~~net~~or ~~loss~~investigation ~~and~~before ~~net~~or ~~cash~~by ~~used~~any incourt, ~~operating~~public ~~activities~~board, ~~for~~government ~~the~~agency, ~~fiscal~~self-regulatory ~~year~~organization ~~then~~or ~~ended. These~~body ~~conditions~~pending ~~raise~~or, ~~substantial~~to ~~doubt about~~ the ~~ability~~knowledge of the ~~Company~~executive toofficers ~~continue~~of asour acompany ~~going~~or ~~concern.~~any ~~Management’s~~of ~~plans in~~our ~~regards~~subsidiaries, tothreatened ~~these~~against ~~matters~~or ~~are~~affecting ~~also~~our ~~described~~company, inour ~~Note~~common 3.stock, ~~The financial statements do not include~~ any ~~adjustments~~of toour ~~reflect~~subsidiaries ~~the possible~~of ~~future~~our ~~effects~~companies onor ~~the~~our ~~recoverability~~subsidiaries' ~~and~~officers ~~classification~~or ofdirectors ~~assets~~in ortheir ~~the~~capacities ~~amounts~~as ~~and~~such, ~~classification~~in ofwhich ~~liabilities~~an ~~that may~~adverse ~~result~~decision ~~from~~could ~~the~~have ~~outcome~~a ofmaterial ~~this~~adverse ~~uncertainty~~effect.

~~/s/ John~~Item ~~Scrudato~~4. ~~CPA~~Mine Safety Disclosures.

~~Califon,~~Not ~~New Jersey September 19, 2014~~applicable.

~~7 Valley View Drive Califon, New Jersey 07830 Registered Public Company Oversight Board~~25

~~F-2~~PART II

To(a) ~~the~~Market ~~Board of Directors and Stockholders of~~Information

~~Brazil~~Our ~~Gold~~shares ~~Corp~~of common stock began trading under the symbol "BRZG" and are now trading on the OTC Pink under the symbol "CNXS".

~~New~~The ~~York~~following table sets forth the high and low trade information for our common stock for each quarter during the past three fiscal years. The prices reflect inter-dealer quotations, ~~New~~do ~~York~~not include retail mark-ups, markdowns or commissions and do not necessarily reflect actual transactions.

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.

Quarter ended	Low Price		High Price

June 30, 2015	$	0.0005	$	0.001
March 31, 2015	$	0.0047	$	0.0065
December 31, 2014	$	0.0001	$	0.0001
September 30, 2014	$	0.0001	$	0.0001
June 30, 2014	$	0.0004	$	0.0002
March 31, 2014	$	0.0024	$	0.0034
December 31, 2013	$	0.0001	$	0.0002
September 30, 2013	$	0.0005	$	0.0008
June 30, 2013	$	0.0015	$	0.0016
March 31, 2013	$	0.0027	$	0.0027
December 31, 2012	$	0.0006	$	0.0012
September 30, 2012	$	0.009	$	0.009
June 30, 2012	$	0.055	$	0.062

~~We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board~~ (~~United States~~b). 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.Holders

InAs ~~our~~of ~~opinion,~~November ~~the financial statements referred to above present fairly~~10, ~~in all material respects~~2015, ~~the~~a ~~financial~~total ~~position~~ of ~~the Company as of June 30~~ 31,178,843 ~~2013~~shares ~~and the results~~ of ~~its operations and its cash flows for~~ the ~~fiscal~~Company's ~~year~~common ~~then~~stock ~~ended~~are incurrently ~~conformity~~outstanding ~~with~~held ~~accounting~~by ~~principles~~approximately ~~generally~~48 ~~accepted in~~shareholders ~~the United States~~ of ~~America~~record.

~~The~~Transfer ~~accompanying~~Agent 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.Registrar

~~/s/~~The Litransfer agent and ~~Company~~registrar for our common stock is Empire Stock Transfer with its business address at 1859 Whitney Mesa Drive, PCHenderson, Nevada 89014.

~~Li and Company, PC~~26

~~Skillman,~~(c) ~~New Jersey~~Dividends

~~September~~We 30have not declared or paid any dividends on our common stock and intend to retain any future earnings to fund the development and growth of our business. Therefore, ~~2013~~we do not anticipate paying dividends on our common stock for the foreseeable future. There are no restrictions on our present ability to pay dividends to stockholders of our common stock, other than those prescribed by Nevada law.

~~F-3~~(d) Securities Authorized for Issuance under Equity Compensation Plans

~~Conexus~~On ~~Cattle~~January ~~Corp~~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.

~~Consolidated~~Rule ~~Balance~~10B-18 ~~Sheets~~Transactions

~~(Audited)~~During the years ended June 30, 2015 and 2014, there were no repurchases of the Company's common stock by the Company.

	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

Unregistered Sales of Equity Securities

~~See~~On ~~accompanying~~September ~~notes~~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, a related party, as settlement of certain liabilities owed by us in the ~~financial statements~~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 nonaffiliated) 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.

~~F-4~~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.

~~Conexus~~In ~~Cattle~~April ~~Corp~~2014, we issued 6,500 shares of our Series B convertible preferred stock ("Series B Preferred") to each of Mr. Stephen J. Price and Mr. Gerard Daignault for serving as officers and directors of our company, which shares are convertible into a total of 783,318 shares (post-split) of our common stock, and we issued 3,500 shares of our Series C convertible preferred stock ("Series C Preferred") to each of ASC Recap, a related party, and Adirondack Partners LLC, a related party, 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 shares (post-split) of our common stock.

~~Consolidated~~In ~~Statements~~May 2015, the Company, Bitcoin Direct LLC, a Nevada limited liability company ("Bitcoin") and all of ~~Operations~~the members of Bitcoin, entered into a Securities Exchange Agreement, pursuant to which the Company acquired memberships interests representing 51% of Bitcoin in exchange for the issuance of 500 shares of the Company's Series H convertible preferred stock ("Series H Preferred"), with an aggregate stated value equal to $500,000 (the "Exchange Agreement"). Each share of Series H Preferred shall be convertible into shares of common stock, at the option of the holder, but subject to a 9.99% beneficial ownership limitation applicable to each holder, at any time and from time to time after the issuance of the Series H Preferred by dividing the stated value of each share of Series H Preferred by a conversion ratio equal to $0.0025.

~~Audited~~In May 2015, the Company issued 6,500 shares of Series D convertible preferred stock ("Series D Preferred") to each of Mr. Price and Mr. Daignault, in exchange for the surrender and retirement of the 6,500 shares of Series B Preferred held by both Mr. Price and Mr. Daignault. Each share of Series D Preferred shall be convertible into shares of common stock of the Company, at the option of the holder, but subject to a 9.99% beneficial ownership limitation applicable to each holder, at any time and from time to time after the issuance of the Series D Preferred by dividing the stated value of each share of Series D Preferred by a conversion ratio equal to $0.0025.

	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

In May 2015, the Company issued to Southridge Partners II LLP, 35 shares of the Company's Series G convertible preferred stock ("Series G Preferred") for cash consideration of $35,000. Each share of Series G Preferred shall be convertible into shares of common stock, at the option of the holder, but subject to a 9.99% beneficial ownership limitation applicable to each holder, at any time and from time to time after the issuance of the Series G Preferred by dividing the stated value of such share of Series G Preferred by a conversion ratio equal to $0.0025. The Series G Preferred ranks pari passu with all other designated preferred stock issued by the Company.

~~See~~The ~~accompanying~~securities ~~notes~~disclosed above were not registered under the Securities Act, but qualified for exemption under Section 3(a)(10) and Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a "public offering," as defined in Section 4(a)(2) of the Securities Act, due to the ~~financial statements~~insubstantial number of persons involved in the transaction, size of the offering, and manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investor had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since they agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

~~F-5~~Item 6. Selected Financial Data.

~~Conexus~~Not ~~Cattle Corp~~applicable.

~~Statement~~Item of7. ~~Stockholders~~Management's ~~Deficit~~Discussion and Analysis of Financial Condition and Results of Operations.

~~For~~THE ~~the~~FOLLOWING ~~Fiscal~~DISCUSSION ~~Year~~OF ~~Ended~~OUR ~~June~~PLAN 30OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS ANNUAL REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, ~~2014~~UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER "FORWARD-LOOKING STATEMENTS" AND "RISK FACTORS" AND THOSE INCLUDED ELSEWHERE IN THIS ANNUAL REPORT.

~~(Audited)~~27

																			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	)

Plan of Operation

~~See~~The ~~accompanying~~Company's ~~notes~~plan of operation over the next 12 months is to continue to seek high volume and value locations for our branded and unbranded Bitcoin ATMs. Additionally, the ~~financial statements~~Company is pursuing additional ways to maximize its endorsements and to expand revenue opportunities.

~~F-6~~Overview

~~Conexus~~We ~~Cattle~~intend ~~Corp~~for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements.

~~Statements of Cash Flows~~Business

Conexus Cattle Corp. is a corporation incorporated under the laws of the State of Nevada (~~audited~~the "Company"). The focus of the Company is to provide Bitcoin ATMs throughout the country. At this time, the Company currently has four operating Bitcoin ATMs located in Las Vegas, Nevada.

	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	$	-		$	-

The Acquisition

~~See~~On ~~accompanying~~May ~~notes~~13, 2015, the Company, Bitcoin Direct LLC, a Nevada limited liability company ("Bitcoin") and all of the members of Bitcoin, entered into a Securities Exchange Agreement, pursuant to which the ~~financial statements~~Company acquired memberships interests representing 51% of Bitcoin in exchange for 500 shares of the Company's Series H Preferred (as defined below), with an aggregate stated value equal to $500,000 (the "Exchange Agreement"). In accordance with the terms of the Exchange Agreement, the Company has agreed to provide a working capital facility to Bitcoin in an amount up to $300,000 to be utilized by Bitcoin as needed and to be repaid by Bitcoin from working capital generated from Bitcoin's operations. In addition, the Exchange Agreement provides an option to the members of Bitcoin for a period of five years to repurchase from the Company 10% of the Bitcoin membership interests held by the Company for $250,000.

FFor more information with respect to the acquisition and related transactions please see the Current Report on Form 8-7K filed with the U.S. Securities and Exchange Commission on May 19, 2015. The foregoing description of the Securities Exchange Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Securities Exchange Agreement, a copy which has been filed with the U.S. Securities and Exchange Commission on May 19, 2015 as Exhibit 10.1 to the Current Report on Form 8-K.

~~Conexus~~Results ~~Cattle~~of ~~Corp.~~Operations

For The Year Ended June 30, ~~2014~~2015, ~~and~~Compared ~~2013~~to The Year Ended June 30, 2014

~~Notes to the Financial Statements~~Revenues

~~Note~~On 1May -13, ~~Organization~~2015, we acquired a 51% interest in Bitcoin Direct LLC and ~~Operations~~recognized digital currency ATM operating revenues of $23,718 for the year ended June 30, 2015. There was no revenue during the year ended June 30, 2014.

~~Conexus~~Operating ~~Cattle Corp. (Formerly " Brazil Gold ")~~Expenses

~~Company~~For ~~Information~~the year ended June 30, 2015, operating expenses were $918,685 compared to $728,583 during the year ended June 30, 2014. The increase of $190,102 was principally due to the following:

We· ~~incorporated~~Consulting asexpenses ~~Dynamic~~were ~~Alert~~$72,000 ~~Limited (referred~~for tothe ~~herein~~year asended ~~“Conexus~~June ~~Cattle Corp.”~~30, ~~“we”,~~2015 ~~“us”~~compared to the $180,000 ~~“our”~~for ~~and~~the ~~similar~~year ~~terms) on~~ended June 1730, ~~2004~~2014. ~~(“inception”)~~This decrease of $108,000 inwas due to the ~~State~~termination of ~~Nevada. Since~~a ~~Inception~~consulting ~~until~~contract ~~November~~in ~~2009,~~March we2014 ~~attempted~~partially ~~to build~~offset aby ~~business~~the ~~that~~subsequent ~~assisted~~reengagement ~~consumers~~of ~~with~~the ~~their~~contract. ~~security~~The ~~needs. Our~~contract ~~goal~~was ~~had~~outstanding ~~been~~for to5 ~~help~~½ ~~our~~months ~~customers~~in ~~create~~the current year and ~~implement~~ anine ~~personalized~~months ~~security~~in ~~plan~~the byyear ~~offering~~ending aJune ~~three-fold~~30, ~~service. Our~~2014; ~~first~~· ~~focus~~Professional ~~was~~fees were $268,155 for the year ended June 30, 2015 compared to ~~assist~~$152,599 ~~our~~for ~~clients~~the ~~in developing~~year ~~personalized~~ended ~~security~~June ~~plans~~30, 2014. ~~Our~~ ~~second~~The ~~focus~~increase of $115,556 was principally due to ~~source~~substantially greater legal and ~~market~~filing ~~personal~~fees ~~security~~during ~~products~~the current period; · Compensation expense was $395,940 for the current year compared to $219,281 for the prior year. ~~Our third~~ ~~focus~~The increase of $176,659 was due to ~~provide~~accrued ~~personal~~salaries ~~protection~~for Conexus Cattle personnel which did not exist in the prior period; · A loss on aninvestment asin unconsolidated subsidiary due to the write-~~needed~~off ~~basis. We~~of ~~were~~the ~~actively~~$55,000 ~~seeking~~investment in the subsidiary during the current year; · A loss of $6,000 due to ~~add~~the ~~new~~write-off ~~products~~of ~~and/or services~~obsolete ~~that~~inventory weduring ~~could~~the ~~offer. The~~current ~~results~~year; ~~were~~· ~~lackluster~~A loss of $12,000 sodue itto the write-off of the note receivable during the current year that was ~~decided~~issued to ~~change~~a ~~our~~prospective ~~business~~cattlemen ~~focus~~in ~~and~~a ~~look~~prior ~~for other~~period; ~~opportunities~~and · General and ~~discontinue~~administrative expenses were $62,842 for the ~~security~~year ~~operation~~ended ~~with~~June ~~effect~~30, ~~from~~2015 ~~January~~compared 1to $129,712 ~~2010. Therefore~~for the year ended June 30, we2014. ~~started~~The ~~reviewing mineral~~decrease ~~exploration~~of ~~and~~$66,870 ~~other~~was ~~opportunities~~due principally to fees associated with the ~~objective~~Company's of3a10 ~~bringing~~program ~~revenue~~incurred toin the ~~Company~~second fiscal quarter of the prior year.

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”.28

OnOther ~~April~~Income ~~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”~~Expense) 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.

WeFor ~~changed~~the ~~our~~year ~~corporate~~ended ~~name to Conexus Cattle Corp. on~~ June 1030, ~~2014.~~2015, ~~Our~~Other ~~principal~~Income ~~mailing~~(Expense) ~~address~~was ~~is located at 242 West Main Street~~$1, ~~Hendersonville~~908,393 ~~Tennessee~~compared ~~37075. Our~~to ~~telephone number is~~ (~~888~~$14,209,612) ~~613-7164. Our~~during ~~fiscal~~the year ~~end~~ended is June 30, 2014. The ~~Additional~~change ~~information~~of ~~about~~$16,118,005 ~~our~~was ~~company~~principally isdue ~~available on~~to ~~our~~the ~~website at http~~following:~~//www.conexusco.com.~~

~~Note~~· 2Derivative expense was ($198,494) for the year ended June 30, 2015 compared to ($356,780) for the year ended June 30, 2014. The change of $158,286 was due to lower debt issuances throughout the year ended June 30, 2015, compared to the prior period; · Interest expense was ($302,107) for the year ended June 30, 2015 compared to ($483,444) for the year ended June 30, 2014. The change since the prior year was due to reduced amortization of debt discounts due to reduced issuances of debt in addition to debt conversions during the current year; · During the year ended June 30, 2015, the Company recorded a gain of $84,786 on the settlement of debt compared to a loss of ($3,428,919) in the prior year. This change was based primarily to the expenses associated with the retirement of convertible debt due to the following three reasons: a) during the year ended June 30, 2014, there were a substantially greater number of conversions than in the current period; b) higher stock prices in the current period, and c) a $20,000 write-off ~~Summary~~of debt and its associated derivative liability in the current period; · The elimination of ~~Significant~~the ~~Accounting Policies~~accrual associated with the Conversion feature of Preferred stock of $1,390,456 due to the reverse split. · During the year ended June 30, 2105, the Company recorded a gain of $946,140 on the change in fair value of the derivative liabilities compared to a loss of ($957,077) for the year ended June 30, 2014.

~~Basis~~Net ofIncome ~~Presentation~~(loss) applicable to common shareholders

The ~~accompanying~~net ~~financial~~income ~~statements~~applicable ~~and related~~to ~~notes~~common ~~have~~shareholders ~~been~~for ~~prepared~~the inyear ~~accordance~~ended ~~with~~June ~~accounting~~30, ~~principles~~2015 ~~generally~~was ~~accepted~~$716,412 incompared ~~the~~to ~~United~~a ~~States~~net ofloss ~~America~~applicable to common stockholders of (~~“U.S. GAAP”~~$14,938,195) for the year ended June 30, 2015.

~~Fiscal~~Liquidity ~~Year~~and ~~End~~Capital Resources

~~The~~As ~~Company~~of ~~elected~~ June ~~30th as~~30, ~~its~~2015, ~~fiscal~~our ~~year~~net ~~end~~cash ~~date~~balance ~~upon~~was ~~its~~$85,687. We ~~formation~~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.

~~Use~~At June 30, 2015, we had a working capital deficit of ~~Estimates~~($1,705,719), compared to a working capital deficit of ($3,055,697), at June 30, 2014. At June 30, 2015, our current assets consisted of cash of $85,687 and ~~Assumptions~~digital currencies of $3,895. Our current assets as of June 30, 2014 consisted of cash of $35,344, notes receivable of $12,000, and inventory of $6,000.

~~The~~At ~~preparation~~June of30, ~~financial~~2015, ~~statements in~~our ~~conformity~~total ~~with~~current ~~generally~~liabilities ~~accepted~~decreased ~~accounting~~to ~~principles~~$1,795,301 ~~requires~~from ~~management~~$3,109,042 toat ~~make~~June ~~estimates~~30, ~~and~~2014. ~~assumptions~~The ~~that~~decrease ~~affect~~was ~~the reported~~mainly ~~amounts~~attributable to a reduction of ~~assets~~$1,102,516 ~~and~~in ~~liabilities~~the ~~and~~derivative ~~disclosure~~liability ofbalance ~~contingent~~to ~~assets~~$559,900 and ~~liabilities~~decreased ataccrued ~~the~~dividend ~~date~~payable of $368,219 due to the ~~financial~~forfeiture ~~statements and~~of the ~~reported~~dividends ~~amounts~~on ofPreferred ~~revenues~~stock. ~~and~~These ~~expenses~~decreases ~~during~~were ~~the~~partially ~~reporting~~offset ~~period~~by an increase of $182,618 in accrued expenses.

~~The~~Operating 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.Activities

~~Management~~The ~~bases~~Company ~~its~~used ~~estimates~~cash onof ~~historical experience~~$5,205 ~~and~~in onoperating ~~various~~activities ~~assumptions~~during ~~that~~the ~~are~~year ~~believed~~ended toJune be30, ~~reasonable~~2015, inas ~~relation~~compared to $95,975 provided by operating activities during the ~~financial~~year ~~statements~~ended ~~taken~~June 30, 2014. The Company recognized net income during the year ended June 30, 2015 of $1,013,426 as compared to a ~~whole under~~loss of $14,938,195 for the ~~circumstances~~year ended June 30, 2014. For the ~~results~~year ofended ~~which~~June ~~form~~30, 2015, the ~~basis~~adjustments for ~~making~~significant ~~judgments~~non-cash ~~about~~items included the ~~carrying~~write-off ~~values~~of the investment in unconsolidated subsidiary of ~~assets~~$55,000, the write-off of obsolete inventory of $6,000, the write-off of a note receivable of $12,000, the issuance of convertible notes for services totaling $72,000, professional fees and accrued interest for note conversions totaling $21,979, amortization of debt discount on convertible debt of $272,384, a loss of $12,388 on settlement of 3A(10) Program and derivative expense of $198,494. These increases were offset by a gain on settlement of debt of $84,785, income of $1,390,456 associated with the Conexus acquisition and the change in fair value of derivative liabilities ~~that~~ ~~are~~of ~~not~~$946,140.Cash ~~readily~~used ~~apparent~~in ~~from~~operations ~~other~~was ~~sources~~also influenced by increases in digital currencies, accounts payable and accrued expenses.

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.29

~~Actual~~For ~~results~~the ~~could~~year ~~differ~~ended ~~from~~June ~~those estimates~~30, 2014, the loss was offset by the adjustments for significant non-cash items such as convertible notes issued for services totaling $242,000, amortization of $443,303 on the discount on convertible note, accretion of the original issue discount of $16,323, a loss of $3,428,919 on the settlement of debt, a loss of $56,728 on settlement of accounts payable, a total of $8,926,663 of expenses associated with the Conexus acquisition, a derivative expense of $356,780, and a change in fair value of the derivative liabilities of $957,077. Cash used in operations was also influenced by increases in notes receivable, inventory, accounts payable, accrued expenses, and accrued dividends.

~~F-8~~Investing Activities

~~Fair~~During ~~Value~~the year ended June 30, 2015, the Company incurred $27,595 of ~~Financial~~expenditures ~~Instruments~~on property and equipment compared to $0 during the year ended June 30, 2014. During the year ended June 30, 2014, the Company invested $55,000 in its unconsolidated subsidiary.

~~The~~Financing 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:Activities

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.

During the year ended June 30, 2015, the Company had $83,143 in cash provided by financing activities, as compared to $11,183 used by financing activities during the year ended June 30, 2014. During the year ended June 30, 2015, the Company received proceeds of $2,600 from officer loans, $35,000 from the sale of preferred stock, $2,965 from the proceeds of promissory notes, and proceeds of $42,578 from the issuance of convertible notes. During the year ended June 30, 2014, accrued dividends of $368,219 were forfeited which was offset by proceeds from convertible debentures of $345,609 received during the period, $9,509 received from related parties and $1,918 of interest expense to related party.

~~Financial~~Going 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.Concern

The ~~fair~~consolidated ~~value~~financial ~~hierarchy~~statements ~~gives~~have ~~the~~been ~~highest priority~~prepared toassuming ~~quoted~~that ~~prices~~the ~~(unadjusted)~~Company inwill ~~active~~continue ~~markets~~as ~~for~~a ~~identical~~going ~~assets~~concern, orwhich ~~liabilities~~contemplates ~~and~~continuity ~~the~~of ~~lowest~~operations, ~~priority~~realization toof ~~unobservable inputs. If the inputs used to measure the financial~~ assets, and ~~liabilities~~liquidation ~~fall~~of ~~within~~liabilities ~~more~~in ~~than one level described above,~~ the ~~categorization~~normal iscourse ~~based on the lowest level input that is significant to the fair value measurement~~ of ~~the instrument~~business.

~~The~~As ~~carrying~~reflected ~~amounts~~in of the ~~Company’s~~ consolidated financial ~~assets~~statements, ~~and~~the ~~liabilities,~~Company ~~such~~had asan ~~cash,~~accumulated ~~prepaid~~deficit ~~expenses,~~at ~~other~~June ~~current~~30, ~~assets~~2015, ~~accounts~~a ~~payable,~~net ~~accrued~~loss ~~expenses~~from operations and ~~advances~~ ~~payable~~net ~~approximate~~cash ~~their~~used ~~fair~~in ~~values~~operating ~~because~~activities offor the ~~short~~fiscal ~~maturity~~year ofthen ~~these~~ended. ~~instruments~~These factors raise substantial doubt about the Company's ability to continue as a going concern.

The Company’s ~~Level~~is 3attempting ~~financial~~to ~~liabilities consist~~further ofimplement ~~the~~its ~~derivative~~business ~~liability~~plan ofand generate sufficient revenue; however, the Company’'s ~~secured~~cash ~~convertible~~position ~~promissory~~may ~~notes~~not ~~issued~~be sufficient to ~~Institutional~~support ~~InvestorInstitutional Investor , and~~ the ~~derivative~~Company's ~~warrants~~daily ~~issued~~operations. inWhile ~~connection~~the ~~with~~Company ~~these~~believes ~~convertible~~in ~~promissory~~the ~~notes.~~viability ~~There~~of isits nostrategy ~~current~~to ~~market for~~further ~~these~~implement ~~securities~~its ~~such~~business ~~that~~plan ~~the~~and ~~determination~~generate ofsufficient ~~fair~~revenue ~~value~~and ~~requires~~in ~~significant~~its ~~judgment~~ability orto ~~estimation. The~~raise ~~Company valued~~additional ~~the~~funds ~~automatic~~by ~~conditional~~way ~~conversion, re-pricing/down-round, change~~ of ~~control;~~a ~~default~~public ~~and~~or ~~follow-on~~private offering ~~provisions using a lattice model~~, ~~with~~there ~~the~~can ~~assistance~~be ofno aassurances ~~valuation~~to ~~specialist,~~that ~~for~~effect. ~~which~~The ~~management~~ability ~~understands~~of the ~~methodologies. These models~~Company ~~incorporate~~to ~~transaction~~continue ~~details~~as ~~such~~a asgoing ~~Company~~concern ~~stock~~is ~~price,~~dependent ~~contractual~~upon ~~terms,~~its ~~maturity,~~ability ~~risk~~to ~~free~~further ~~rates,~~implement asits ~~well~~business asplan ~~assumptions about~~and ~~future~~generate ~~financings,~~sufficient ~~volatility,~~revenue and ~~holder~~its ~~behavior~~ability asto ofraise ~~the~~additional ~~date~~funds ofby ~~issuance~~way ~~and~~of ~~each~~a ~~balance~~public ~~sheet~~or ~~date~~private offering.

~~Transactions~~The ~~involving~~consolidated ~~related~~financial ~~parties cannot~~statements bedo ~~presumed~~not toinclude beany ~~carried~~adjustments ~~out~~related onto ~~an arm's-length basis, as~~ the ~~requisite~~recoverability ~~conditions~~and classification of ~~competitive,~~recorded ~~free-market~~asset ~~dealings may~~amounts ~~not~~or ~~exist.~~the ~~Representations~~amounts ~~about~~and ~~transactions~~classification ~~with~~of ~~related~~liabilities ~~parties,~~that ifmight ~~made,~~be ~~shall~~necessary ~~not~~should ~~imply that~~ the ~~related~~Company ~~party~~be ~~transactions were~~unable ~~consummated on terms equivalent~~ to ~~those~~continue ~~that~~as ~~prevail~~a ingoing ~~arm's-length transactions unless such representations can be substantiated~~concern.

~~Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis~~30

~~Level~~Critical 3Accounting ~~Financial~~Policies ~~Liabilities –~~and ~~Derivative Warrant Liabilities~~Estimates

The Company's ~~uses~~significant ~~Level~~accounting 3policies ofare ~~the~~described ~~fair~~in ~~value hierarchy~~Note 2 to ~~measure~~ the ~~fair~~annual ~~value~~consolidated offinancial ~~the~~statements ~~derivative~~for ~~liabilities~~the ~~and~~year ~~revalues~~ended ~~its~~June ~~derivative~~30, ~~warrant~~2015 ~~liability at every reporting period~~ and ~~recognizes~~2014. ~~gains~~The ~~or losses in the~~ consolidated financial statements ~~of operations and comprehensive income (loss) that~~ are ~~attributable to~~prepared ~~the change~~ in ~~the~~conformity ~~fair~~with ~~value~~U.S. ~~of the derivative warrant liability~~GAAP.

~~Carrying~~The ~~Value,~~accounting ~~Recoverability~~policies ~~and Impairment~~set ofout ~~Long-Lived~~in ~~Assets~~Note 2 have been applied consistently to all periods presented in these audited consolidated financial statements.

The ~~Company~~preparation ~~has~~of ~~adopted~~consolidated ~~paragraph~~financial ~~360-10-35-17 of~~statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the ~~FASB~~reported ~~Accounting~~amounts ~~Standards~~of ~~Codification~~assets ~~for~~and ~~its~~liabilities ~~long-lived~~and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’'s ~~long-lived~~significant ~~assets,~~estimates ~~which~~and assumptions include ~~property and~~the ~~equipment~~fair value of financial instruments; income tax rate, ~~are~~income ~~reviewed~~tax ~~for~~provision, ~~impairment~~deferred ~~whenever~~tax ~~events~~assets orand ~~changes~~the valuation allowance of deferred tax assets, estimates and assumptions used in ~~circumstances~~valuation ~~indicate~~of ~~that~~derivative liability and equity instruments and the ~~carrying~~assumption ~~amount~~that ofthe ~~an asset~~Company ~~may~~will ~~not~~continue beas ~~recoverable~~a going concern. AtThose significant accounting estimates or assumptions bear the ~~balance~~risk ~~sheet~~of ~~date,~~change due to the ~~Company~~fact ~~has~~that anthere ~~immaterial~~are ~~amount~~uncertainties ofattached ~~these~~to ~~assets~~those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

~~Cash~~Recently ~~Equivalents~~Issued Accounting Pronouncements

ASU 2015-03-In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU No. 2015-03. The ~~Company~~amendments ~~considers~~of ~~all~~ASU ~~highly~~No. ~~liquid investments~~2015-03 ~~with~~were issued to reduce complexity in the balance sheet presentation of debt issuance costs. ASU No. 2015-03 requires that debt issuance costs be presented in the balance sheet as a ~~maturity~~direct deduction from the carrying amount of ~~three~~debt ~~months~~liability, consistent with debt discounts or ~~less~~premiums. ~~when~~The ~~purchased~~recognition and measurement guidance for debt issuance costs are not affected by the amendments in this standard. The guidance in ASU No. 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this standard is not expected to behave ~~cash~~a ~~equivalents~~material impact on the Company's balance sheets on a gross basis and will have no impact on net assets.

FASU 2015-902-In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, or ASU No. 2015-02. The amendments of ASU No. 2015-02 were issued in an effort to minimize situations under previously existing guidance in which a reporting entity was required to consolidate another legal entity in which that reporting entity did not have: (1) the ability through contractual rights to act primarily on its own behalf; (2) ownership of the majority of the legal entity's voting rights; or (3) the exposure to a majority of the legal entity's economic benefits. ASU No. 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The guidance in ASU No. 2015-02 is effective for periods beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact of the standard on the Company's results of operations, cash flows and financial position.

~~Property and Equipment~~31

~~Property~~ASU ~~and~~2014-16-In ~~equipment~~November is2014, ~~recorded~~the atFASB ~~cost. Expenditures~~issued ~~for~~ASU ~~major~~No. ~~additions~~2014-16, Derivatives and ~~betterments~~Hedging ~~are~~(Topic ~~capitalized. Maintenance~~815): ~~and~~Determining ~~repairs~~Whether ~~are~~the ~~charged~~Host toContract ~~operations~~in asa ~~incurred. Depreciation~~Hybrid Financial Instrument Issued in the Form of ~~property~~a ~~and~~Share ~~equipment~~Is isMore ~~computed~~Akin byto ~~the~~Debt ~~straight~~or to Equity, or ASU No. 2014-~~line~~16. ~~method~~The ~~(after~~amendments ~~taking~~of ~~into~~ASU ~~account~~No. ~~their~~2014-16 ~~respective~~clarify ~~estimated residual~~how ~~values)~~U.S. ~~over~~GAAP ~~the~~should ~~assets~~be ~~estimated~~applied ~~useful~~in ~~life~~determining whether the nature of ~~three~~a ~~(3)~~host tocontract ~~five~~is ~~(5)~~more ~~years. Upon~~akin ~~sale~~to debt or ~~retirement~~equity ~~of furniture~~ and ~~equipment,~~in evaluating whether the ~~related~~economic ~~cost~~characteristics and ~~accumulated~~risks ~~depreciation~~of ~~are~~an ~~removed~~embedded ~~from~~feature ~~the~~are ~~accounts~~"clearly and ~~any~~closely ~~gain~~related" orto ~~loss~~its ishost ~~reflected~~contract. The guidance in ~~statements~~ ofASU ~~operations~~No. At2014-16 ~~June~~is 30effective for fiscal years, ~~2014~~and interim periods within those fiscal years, ~~the~~beginning ~~Property~~after ~~and~~December ~~Equipment~~15, 2015. Early adoption is permitted. The Company is currently evaluating the impact of the standard on the Company's ~~had~~results ~~been~~of ~~fully~~operations, ~~depreciated~~cash flows and financial position.

~~Derivative~~ASU ~~Instruments~~2014-09-In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU No. 2014-09. The amendments of ASU No. 2014-09 complete the joint effort between the FASB and the International Accounting Standards Board, or IASB, to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards, or IFRS, and to improve financial reporting. The guidance in ASU No. 2014-09 provides that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for the goods or services provided and establishes the following steps to be applied by an entity: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies the performance obligation. The guidance of ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early adoption is not permitted. The Company is currently evaluating the impact of the standard on the Company's results of operations, cash flows and financial position.

~~The~~Management ~~Company~~does ~~evaluates~~not ~~its~~believe ~~convertible~~that ~~debt, warrants~~any or other ~~contracts~~recently toissued, ~~determine~~but ifnot ~~those~~yet ~~contracts~~effective 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~~pronouncements, isif ~~that~~adopted, ~~the~~would ~~fair~~have ~~value of the embedded derivative is marked-to-market each balance sheet date and recorded as~~ a ~~liability.~~material Ineffect ~~the~~on ~~event that~~ the ~~fair~~accompanying ~~value~~consolidated isfinancial ~~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.~~

InOff ~~circumstances~~Balance ~~where~~Sheet 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 instrumentArrangements.

~~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~~None. 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~~Item ~~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~~7A. ~~The~~ ~~reason~~Quantitative 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~~Qualitative ~~of conversion~~Disclosures ~~option~~About ~~(e.g.,~~Market ~~combined embedded derivatives)~~Risk. 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~~We ~~Parties~~do not hold any derivative instruments and do not engage in any hedging activities.

~~The~~Item ~~Company~~8. ~~follows~~Financial ~~subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions~~Statements.

~~Pursuant~~Our toconsolidated ~~Section~~financial ~~850-10-20~~statements ~~the~~are ~~Related parties~~contained ~~include a. affiliates of the Company; b. Entities for which investments~~ in ~~their~~pages ~~equity~~F-1 ~~securities~~through 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 profitF-~~sharing trusts~~26 ~~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~~appear ~~Company~~at ~~may deal if one party controls or can significantly influence~~ the ~~management or~~end ~~operating policies~~ of ~~the~~this ~~other~~annual ~~to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g~~report. 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~~Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 businessNone. 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~~32

~~The~~Item ~~Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies~~9A. ~~Certain~~Controls 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~~Procedures. 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~~Evaluation ~~indicates that it is probable that a material loss has been incurred and the amount~~ of ~~the~~Disclosure ~~liability~~Controls 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.~~Procedures

~~Loss~~Our ~~contingencies~~management ~~considered~~team, ~~remote~~under ~~are generally~~the ~~not~~supervision ~~disclosed~~and ~~unless~~with ~~they~~the ~~involve~~participation ~~guarantees~~of our principal executive officer and our principal financial officer, inevaluated ~~which~~the ~~case~~effectiveness of the ~~guarantees~~design ~~would~~and beoperation ~~disclosed. Management~~of ~~does not~~our ~~believe~~disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, ~~based~~as ~~upon~~amended ~~information~~(the ~~available~~"Exchange atAct"), as of the last day of the fiscal period covered by this ~~time~~report, June 30, 2015. The term disclosure controls and procedures means our controls and other procedures that ~~these~~are ~~matters~~designed ~~will~~to ~~have~~ensure athat ~~material~~information ~~adverse~~required ~~effect~~to onbe disclosed by us in the ~~Company’s financial~~reports ~~position~~that we file or submit under the Exchange Act is recorded, ~~results~~processed, ofsummarized ~~operations~~and orreported, ~~cash~~within ~~flows~~the time periods specified in the SEC's rules and forms. ~~However~~Disclosure controls and procedures include, ~~there~~without islimitation, nocontrols ~~assurance~~and procedures designed to ensure that ~~such~~information ~~matters~~required ~~will~~to ~~not~~be ~~materially~~disclosed ~~and adversely~~by ~~affect~~us in the ~~Company’s~~reports ~~business~~that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial ~~position~~officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and ~~results~~our ofprincipal ~~operations~~financial orofficer ~~cash~~concluded ~~flows~~that our disclosure controls and procedures were not effective as of June 30, 2015.

~~Revenue~~(b) ~~Recognition~~Management's Assessment of Internal Control over Financial Reporting

~~The~~Our ~~Company~~principal ~~follows~~executive ~~paragraph~~officer ~~605-10-S99-1 of~~and ~~the~~our ~~FASB~~principal ~~Accounting~~financial ~~Standards~~officer, ~~Codification~~are responsible for ~~revenue~~establishing ~~recognition. The~~and ~~Company~~maintaining ~~will~~adequate ~~recognize~~internal ~~revenue~~control ~~when~~over itfinancial reporting, as such term is ~~realized or~~defined ~~realizable~~in ~~and~~Exchange ~~earned~~Act Rules 13a-15(f). ~~The~~ ~~Company~~Management ~~considers~~is ~~revenue~~required ~~realized~~to orbase ~~realizable~~its ~~and~~assessment ~~earned~~of ~~when~~the ~~all~~effectiveness of our internal control over financial reporting on a suitable, recognized control framework, such as the ~~following~~framework ~~criteria are~~developed ~~met:~~by the Committee of Sponsoring Organizations (iCOSO). ~~persuasive~~The ~~evidence~~COSO offramework, anpublished ~~arrangement~~in Internal ~~exists~~Control-Integrated Framework, ~~(ii)~~is known as the ~~product~~COSO ~~has~~Report. ~~been~~Our ~~shipped~~principal orexecutive ~~the~~officer ~~services~~and our principal financial officer have ~~been~~chosen ~~rendered~~ the COSO framework on which to ~~the~~base ~~customer~~their assessment. Based on this evaluation, ~~(iii)~~our ~~the~~management ~~sales~~concluded ~~price~~that isour ~~fixed~~internal orcontrol ~~determinable,~~over ~~and~~financial ~~(iv)~~reporting ~~collectability~~was isnot ~~reasonably~~effective ~~assured~~as of June 30, 2015.

AsIt should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the ~~current~~objectives ~~period~~of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there ~~have~~can ~~been~~ be no ~~revenues~~assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

~~Preferred~~(c) ~~Stock~~Changes in Internal Controls Over Financial Reporting

OnDuring ~~April 7, 2014,~~ the ~~Company~~most ~~issued~~recently ~~Series B~~completed ~~Preferred~~year, ~~stock~~there ~~and~~were ~~Series~~no Cchanges ~~Preferred~~in ~~Stock (See~~ our ~~Form~~internal ~~8-K~~control ~~filing~~over offinancial ~~April~~reporting ~~11,~~that ~~2014)~~have ~~which~~materially ~~pursuant~~affected, toor ~~Generally~~are ~~Accepted Accounting~~reasonably ~~Principles~~likely ~~had~~ to bematerially ~~valued~~affect, atour ~~its~~internal ~~fair~~control ~~market~~over ~~value~~financial ~~of the consideration received~~reporting. 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~~Item ~~Compensation~~9B. ~~for~~Other ~~Obtaining Employee Services~~Information.

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 CodificationNone. 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.~~33

~~F-11~~PART III

~~Expected~~Item 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~~Directors, itExecutive ~~may be appropriate to use the simplified method~~ Officers, ~~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~~Corporate ~~instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term~~Governance.

~~Expected~~Directors ~~volatility of the entity’s shares~~ and ~~the~~Executive 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.Officers

~~Expected~~The ~~annual~~following ~~rate of~~table ~~quarterly~~and ~~dividends. An~~biographical ~~entity~~summaries ~~that~~set ~~uses~~forth ainformation, ~~method~~including ~~that~~principal ~~employs~~occupation ~~different~~and ~~dividend~~business ~~rates~~experience, ~~during~~about ~~the~~our ~~contractual~~directors ~~term~~and ~~shall disclose~~executive ~~the~~officers ~~range~~as of ~~expected~~June ~~dividends~~30, ~~used and the weighted-average expected dividends~~2015. ~~The~~ ~~expected~~There ~~dividend yield~~ is ~~based~~ onno ~~the~~familial ~~Company~~relationship ’between sor ~~current~~among ~~dividend yield as~~ the ~~best~~nominees, ~~estimate~~directors ofor ~~projected~~executive ~~dividend~~officers ~~yield for periods within the expected contractual life~~ of the ~~option and similar instruments~~Company.

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.

NAME⁽¹⁾	AGE	POSITION	OFFICER AND/OR DIRECTOR SINCE

Conrad Huss	66	President, Director	May 2013

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~~(1) ~~Instruments~~On ~~Issued~~May to11, ~~Parties other~~2015, ~~than~~Stephen ~~Employees~~Price ~~for~~and ~~Acquiring~~Gerard ~~Goods~~Daignault orresigned ~~Services~~from all positions as officers and directors of the Company.

The Company's ~~accounts~~directors ~~for~~serve ~~equity~~in ~~instruments issued~~such tocapacity ~~parties~~until ~~other~~the ~~than~~first ~~employees~~annual ~~for~~meeting ~~acquiring~~of ~~goods~~the orCompany's ~~services~~shareholders ~~under~~and ~~guidance~~until oftheir ~~Subtopic~~successors ~~505-50~~have been elected and qualified. The Company's officers serve at the discretion of the ~~FASB~~Company's ~~Accounting Standards~~board ~~Codification~~of ~~(“Subtopic~~directors, ~~505-50”)~~until their death, or until they resign or have been removed from office.

~~Pursuant~~There toare ~~ASC~~no ~~Section~~agreements ~~505-50-30,~~or ~~all~~understandings ~~transactions~~for inany ~~which goods~~director or ~~services~~officer ~~are~~to ~~the~~resign ~~consideration~~at ~~received for~~ the ~~issuance~~request of ~~equity~~another ~~instruments~~person ~~are~~and ~~accounted~~none ~~for based on the fair value~~ of the ~~consideration~~directors ~~received~~ or ~~the~~officers ~~fair value of the equity instrument issued, whichever~~ is ~~more~~acting ~~reliably~~on ~~measurable. The measurement~~behalf ~~date~~of ~~used~~or towill ~~determine~~act at the ~~fair~~direction ~~value~~ of ~~the~~any ~~equity~~other ~~instrument~~person. ~~issued~~The isactivities ~~the earlier~~ of ~~the~~each ~~date~~director onand ~~which~~officer ~~the~~are ~~performance is~~material ~~complete~~to or the ~~date~~operation ~~on which it is probable that performance will occur. If shares~~ of the Company. ~~are~~No ~~thinly~~other ~~traded the use of share prices established in the Company’~~person's ~~most~~activities ~~recent~~are ~~private~~material ~~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~~operation ~~and asked quotes and lack~~ of ~~consistent trading in~~ the ~~market~~Company.

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

~~Expected~~Mr. ~~term~~Huss, of66, ~~share options~~serves ~~and~~as ~~similar~~the ~~instruments:~~sole ~~Pursuant~~officer toand ~~Paragraph~~director ~~718-10-50-2(f)(2)(i)~~ of the ~~FASB~~Company. ~~Accounting~~Mr. ~~Standards~~Huss ~~Codification~~is ~~the~~a ~~expected term~~financial ofprofessional ~~share~~with ~~options~~over ~~and~~25 ~~similar~~years ~~instruments represents the period~~ of ~~time~~investment ~~the~~banking ~~options~~ and ~~similar~~operating ~~instruments~~experience. ~~are~~Most ~~expected~~recently, ~~to be~~he ~~outstanding~~was ~~taking~~with ~~into~~Ocean ~~consideration~~Cross ofCapital ~~the~~Markets, ~~contractual~~as ~~term~~Senior ofManaging ~~the~~Director ~~instruments~~from ~~and~~2011 ~~holder’s~~to ~~expected~~2013. ~~exercise~~Previously, ~~behavior into~~Mr. ~~the~~Huss ~~fair~~served ~~value~~as ~~(or~~the ~~calculated~~Senior ~~value)~~Managing ofDirector ~~the~~at ~~instruments. The~~Southridge ~~Company~~Investment ~~uses~~Group ~~historical~~from ~~data~~2006 to ~~estimate~~2011. ~~holder’s expected exercise behavior~~Mr. If ~~the~~Huss ~~Company~~ is currently a ~~newly~~member ~~formed~~on ~~corporation~~the orboard ~~shares~~ of ~~the~~directors ~~Company~~of ~~are~~Harrison ~~thinly~~Vickers ~~traded~~and ~~the~~Waterman ~~contractual term~~Inc. ofWe ~~the~~believe ~~share~~Mr. ~~options~~Huss ~~and~~is ~~similar~~qualified ~~instruments~~to isserve ~~used~~ as ~~the~~a ~~expected~~director ~~term~~ of ~~share options and similar instruments as~~ the Company ~~does~~due ~~not have sufficient historical exercise data~~ to ~~provide~~his afinancial ~~reasonable~~and ~~basis~~operational ~~upon which to estimate expected term~~experience.

~~F-12~~Family Relationships

~~Expected~~There ~~volatility of~~are ~~the~~no ~~entity’s~~family ~~shares~~relationships ~~and~~among ~~the~~our 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 pricedirectors, ~~the~~executive ~~appropriate industry sector index that it has selected~~officers, 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~~persons ~~instruments as~~nominated ~~its expected volatility. If shares of a company are thinly traded the use of weekly~~ or ~~monthly~~chosen ~~price~~by ~~observations would generally be more appropriate than~~ the ~~use~~Company ~~of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due~~ to abecome ~~larger~~directors ~~spread~~or ~~between~~executive ~~the bid and asked quotes and lack of consistent trading in the market~~officers.

~~Expected~~Executive ~~annual~~Legal 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.Proceedings

~~Risk-free~~On ~~rate(s)~~December 8, 2014, our sole officer and director Mr. An ~~entity~~Conrad ~~that~~Huss ~~uses~~was named a ~~method~~respondent in a FINRA complaint alleging that ~~employs~~in ~~different~~2006 ~~risk-free~~he ~~rates~~made ~~shall~~certain ~~disclose~~misrepresentations in connection with the ~~range~~solicitation and sale of ~~risk-free~~promissory ~~rates~~notes ~~used~~("Notes") issued by a real estate development company in a private offering. ~~The risk-free~~ ~~interest~~Mr. ~~rate~~Huss isvehemently ~~based~~denied onthe allegations and vigorously defended himself against the Uclaims.S. ~~Treasury~~On ~~yield~~October ~~curve~~14, in2015, ~~effect~~without atadmitting or denying the ~~time~~allegations in the complaint, Mr. Huss consented to an Offer of ~~grant~~Settlement ~~for~~with ~~periods~~FINRA ~~within~~and ~~the~~was ~~contractual life~~suspended from associating with any FINRA member for a period of ~~the~~two ~~option~~years, and ~~similar~~a ~~instruments~~fine in the amount of $20,000.

~~Pursuant~~Except toas ~~Paragraphs~~set ~~505-50-25-8,~~forth ~~if fully vested~~above, ~~non-forfeitable~~no ~~equity~~director ~~instruments~~or ~~are~~executive ~~issued~~officer athas ~~the~~been ~~date~~a ~~the~~director ~~grantor and grantee enter into an agreement for goods~~ or ~~services~~executive ~~(no~~officer ~~specific performance is required by the grantee to retain those equity instruments), then, because~~ of ~~the elimination of~~ any ~~obligation~~business onwhich ~~the~~has ~~part~~filed ofa ~~the~~bankruptcy ~~counterparty~~petition toor ~~earn~~had ~~the equity instruments,~~ a ~~measurement~~bankruptcy ~~date~~petition ~~has~~filed ~~been~~against ~~reached. A grantor~~it ~~shall~~during ~~recognize~~ the ~~equity~~past ~~instruments~~five ~~when they are issued (in most cases, when the agreement is entered into)~~years. ~~Whether the~~No ~~corresponding~~director ~~cost~~or isexecutive anofficer ~~immediate~~has ~~expense~~been orconvicted of a ~~prepaid~~criminal ~~asset~~offense (or ~~whether~~is the ~~debit~~subject ~~should be characterized as contra-equity under the requirements~~ of ~~paragraph~~a ~~505-50-45-1)~~pending ~~depends~~criminal onproceeding during the ~~specific~~past ~~facts~~five ~~and circumstances~~years. ~~Pursuant~~No todirector ~~ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note~~ or aexecutive ~~receivable)~~officer has been ~~received~~the insubject ~~return~~of ~~for~~any ~~fully vested~~order, ~~non-forfeitable equity~~judgment ~~instruments~~or ~~that~~decree ~~are~~of ~~issued~~any atcourt ~~the~~permanently ~~date~~or ~~the~~temporarily ~~grantor~~enjoining, ~~and~~barring, ~~grantee~~suspending ~~enter into an agreement for goods~~ or ~~services~~otherwise ~~(and~~limiting nohis ~~specific performance~~involvement ~~is required by the grantee~~ in ~~order~~any totype ~~retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor~~ of ~~the~~business, ~~equity~~securities ~~instruments. The transferability (~~or ~~lack~~banking ~~thereof)~~activities ofduring the ~~equity~~past ~~instruments~~five ~~shall not affect the balance sheet display of the asset~~years. ~~This~~No ~~guidance~~director isor ~~limited~~officer tohas ~~transactions~~been infound ~~which~~by ~~equity~~a ~~instruments~~court ~~are transferred~~ to ~~other~~have ~~than~~violated ~~employees~~a infederal ~~exchange~~or ~~for~~state ~~goods~~securities or ~~services.~~commodities ~~Section~~law ~~505-50-30~~during ~~provides guidance on~~ the ~~determination~~past offive ~~the measurement date for transactions that are within the scope of this Subtopic~~years.

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.34

~~Pursuant~~Committees toof ~~ASC paragraph 505-50-30-S99-1, if~~ the ~~Company~~Board ~~receives~~of 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.Directors

~~Income~~At ~~Tax~~this ~~Provision~~time there are no committees of the board of directors.

~~The~~Compliance ~~Company~~with ~~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 16(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~~Exchange ~~of Operations in the period that includes the enactment date.~~Act

~~F-13~~Section 16(a) of the Exchange Act requires the Company's directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). To the best of the Company's knowledge, any reports required to be filed were timely filed as of June 30, 2015.

~~The~~Code ~~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.Ethics

The ~~estimated~~Company ~~future~~has ~~tax~~not ~~effects~~adopted ofa ~~temporary differences~~Code ~~between the tax basis~~ of ~~assets~~Ethics ~~and~~that ~~liabilities~~applies ~~are~~to ~~reported in~~ the ~~accompanying~~Registrant's ~~balance sheets~~directors, asofficers ~~well as tax credit carry-backs~~ and ~~carry-forwards~~key employees. The Company ~~periodically~~plans ~~reviews~~to ~~the~~create ~~recoverability~~a Code of ~~deferred~~Ethics ~~tax~~this ~~assets recorded on its balance sheets and provides valuation allowances as management deems necessary~~quarter.

~~Management~~Item ~~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~~11. InExecutive ~~addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions~~Compensation. 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~~The ~~Tax~~following ~~Positions~~table sets forth information with respect to compensation paid by us to our executive officers during the three most recent fiscal years. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

~~The~~SUMMARY ~~Company~~COMPENSATION 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.TABLE

Tax Returns Remaining subject to IRS Audits

Name and Principal Position (1)	Year	Salary ($)(2)		Bonus ($)	Stock Awards ($)(1)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Conrad Huss	2015		40,500									40,500
President, Director	2014		73,125			36,000						109,125
	2013		20,000									20,000
Stephen Price	2015		174,446.05									174,446.05
Former CEO, Director	2014		65,283									65,283
	2013
Gerard Daignault	2015		174,446.05									174,446.05
Former CFO, Director	2014		65,283									65,283
	2013

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~~ (1) ~~Income~~On May 11, 2015, Stephen Price and Gerard Daignault resigned from all positions as officers and directors of the Company. (~~Loss~~2) ~~per~~On ~~Common~~January ~~Share~~28, 2014, Mr. Huss was issued 36,000,000 shares of restricted common stock of the Company. On January 12, 2015, the Company effected a 1:1000 reverse stock split of the common stock of the Company. Due to the restriction and limited trading volume, the shares were valued at par value at the time of issuance. (3) On May 13, 2015, the Company entered into an agreement in order to satisfy outstanding liabilities of the Company due to our former Chief Executive Officer and former Director of the Company, Mr. Stephen Price ("Price"). According to the settlement, Price received 150 shares of the Company's Series E Preferred Stock in exchange for the termination of all deferred compensation owing to Price and all obligations of the Company due to Price. (4) On May 13, 2015, the Company entered into an agreement in order to satisfy outstanding liabilities of the Company due to our former Chief Financial Officer and former Director of the Company, Mr. Gerard Daignault ("Daignault"). According to the settlement, Daignault received 150 shares of the Company's Series E Preferred Stock in exchange for the termination of all deferred compensation owing to Daignault and all obligations of the Company due to Daignault.

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.35

~~The~~2015 ~~following~~DIRECTOR ~~table~~COMPENSATION ~~shows the potentially outstanding dilutive common shares excluded from the diluted net loss per share calculation as they were anti-dilutive:~~TABLE

	Potentially Outstanding Dilutive Common Shares
Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
	For the Fiscal Year Ended June 30, 2014		For the Fiscal Year Ended June 30, 2013
Conrad Huss		0		0		0		0		0		0		0
Convertible debentures		4,222,851,444		668,463
Stephen Price		0		0		0		0		0		0		0
Stock options		-		-
Gerard Daignault		0		0		0		0		0		0		0
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~~ (1) ~~Flows~~On ~~Reporting~~May 11, 2015, Stephen Price and Gerard Daignault resigned from all positions as officers and directors of the Company.

~~The~~Employment 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.Contracts

~~Subsequent~~On ~~Events~~May 13, 2015, Mr. Conrad Huss entered into a one year employment services agreement to serve as the Company's President ("President"). The President will receive monthly fees of $10,000 per month payable in the form of cash or a promissory note. The Company shall reimburse the President for all normal, usual and necessary expenses incurred by the President in furtherance of the business and affairs of the Company, including reasonable travel and entertainment, upon timely receipt by the Company of appropriate vouchers or other proof of the President's expenditures and otherwise in accordance with any expense reimbursement policy as may from time to time be adopted by the Company.

The ~~Company~~President's ~~follows~~employment hereunder shall be terminated upon the ~~guidance~~President's indeath. ~~Section 855-10-50~~Additionally, the President's employment hereunder may be terminated by the board of directors of the ~~FASB~~Company ~~Accounting~~(or ~~Standards~~its ~~Codification~~successor) ~~for~~upon (i) the ~~disclosure~~occurrence of ~~subsequent~~a ~~events.~~Change ~~The~~of ~~Company~~Control ~~will~~which ~~evaluate~~shall ~~subsequent events~~mean ~~through~~(i) the ~~date~~acquisition, ~~when~~directly or indirectly, following the ~~financial~~ ~~statements~~date ~~were~~hereof ~~issued. Pursuant~~by toany ~~ASU~~person ~~2010-09~~(as such term is defined in Section 13(d) and 14(d)(2) of the ~~FASB~~Securities ~~Accounting Standards~~Exchange ~~Codification~~Act of 1934, as amended), in one transaction or a series of related transactions, of securities of the Company asrepresenting anin ~~SEC~~excess ~~filer~~of ~~considers~~fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities if such person or his or its ~~financial~~affiliate(s) ~~statements~~do ~~issued~~not ~~when~~own ~~they~~in ~~are~~excess ~~widely~~of ~~distributed to~~50% ~~users,~~of such voting power as ~~through~~of ~~filing~~May ~~them~~13, on2015, ~~EDGAR~~or (ii) the future disposition by the Company (whether direct or indirect, by sale of assets or stock, merger, consolidation or otherwise) of all or substantially all of its business and/or assets in one transaction or series of related transactions (other than a merger effected exclusively for the purpose of changing the domicile of the Company). The President's employment may be terminated by the board of directors of Company or by the President without cause at any time.

~~Recently~~Item ~~Issued~~12. ~~Accounting~~Security ~~Pronouncements~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

InExecutive ~~January 2013~~Officers, ~~the FASB issued ASU No. 2013-01~~Directors, ~~"Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets~~ and ~~Liabilities~~More ~~". This~~than ~~ASU~~5% ~~clarifies~~Beneficial 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.Owners

InThe ~~February~~following ~~2013~~table sets forth certain information, as of November 10, 2015, with respect to the ~~FASB~~beneficial ~~issued~~ownership ~~ASU~~of Noour Capital Stock by: (i) each holder of more than five percent of the outstanding shares of our Capital Stock; (ii) our executive officers and directors; and (iii) all our executive officers and directors as a group. ~~2013-02~~ Our issued and outstanding voting securities on November 4, ~~"Comprehensive~~2015, ~~Income~~consisted of (~~Topic~~i) 31,178,843 ~~220~~shares of our Common Stock, (ii): ~~Reporting~~7,000 shares of ~~Amounts~~Series ~~Reclassified~~C, ~~Out~~(iii) 13,000 shares of ~~Accumulated~~Series ~~Other~~D, ~~Comprehensive Income.~~(iv) "440 ~~The~~shares ~~ASU~~of ~~adds~~Series ~~new~~E ~~disclosure~~(non-voting), ~~requirements~~(v) ~~for~~51 ~~items~~shares ~~reclassified~~of ~~out~~Series F, (vi) 277 shares of ~~accumulated~~Series ~~other~~G, ~~comprehensive~~and ~~income by~~(vii) ~~component~~500 shares of Series H (except for the Series F and ~~their~~Series ~~corresponding~~C, ~~effect~~all onpreferred ~~net~~stock ~~income.~~with ~~The~~voting ~~ASU~~rights issued by the Company is ~~effective~~subject ~~for~~to ~~public~~a ~~entities~~9.99% ~~for~~beneficial ~~fiscal~~ownership ~~years~~limitation ~~beginning after~~applicable ~~December~~to ~~15,~~each ~~2013~~holder).

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, 2013.36

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.

Name(7)	Number of Shares		Class of Capital Stock	Percent of Capital Stock Vote (3)
Conrad Huss		36,000	Common Stock	Less than 1 percent
Conrad Huss(4)		51	Series F
Oscaleta Partners(1)		7,000	Series C		9.99	%
Oscaleta Partners(2)		13,000	Series D		9.99	%
Southridge Partners II LP(5)		35	Series G		9.99	%
Tarpon Bay Partners LP(6)		242	Series G		9.99	%
Tarpon Bay Partners LP(7)		250	Series H		9.99	%
Barton PK LLC(8)		250	Series H		9.99	%
All directors and executive officers as a group (1 person)
Conrad Huss		36,000	Common Stock	Less than 1 percent
Conrad Huss(4)		51	Series F

~~F-15~~______________

~~In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements~~ (~~Topic 205~~1): ~~Liquidation Basis of Accounting~~Mr.” ~~The~~Henry ~~amendments~~Sargent ~~require~~controls ~~an entity to prepare its financial statements using~~ the ~~liquidation~~7,000 ~~basis~~shares of ~~accounting when liquidation is imminent. Liquidation is imminent when~~ the ~~likelihood~~Company's isSeries ~~remote~~C ~~that~~held ~~the entity will return from liquidation and either (a) a plan for liquidation is approved~~ by ~~the~~Oscaleta ~~person~~Partners, orwhich ~~persons~~shares ~~with~~are ~~the~~each ~~authority~~convertible tointo ~~make~~51.647 ~~such~~shares ~~a plan effective and the likelihood is remote that the execution~~ of ~~the~~our ~~plan~~common ~~will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy)~~stock. IfThe aSeries ~~plan~~C ~~for~~votes ~~liquidation~~on ~~was~~an ~~specified in the entity’s governing documents from the entity’s inception (for example, limited~~as-~~life~~converted ~~entities), the entity should apply the liquidation~~ basis ofon ~~accounting~~any ~~only~~matter ifsubmitted ~~the~~to ~~approved plan for liquidation differs from~~ the ~~plan~~holders ~~for~~of ~~liquidation~~our ~~that~~common ~~was~~stock ~~specified~~and atis ~~the~~subject ~~entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting~~ to ~~present~~a ~~relevant~~beneficial ~~information~~ownership ~~about~~limitation ~~an entity’s expected resources in liquidation by measuring and presenting assets at the amount~~ of ~~the expected cash proceeds from liquidation~~9.99%. ~~The~~For ~~entity should~~purposes ~~include in its presentation~~ of ~~assets~~this ~~any items it had not previously recognized under U~~9.S.99% ~~GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example~~limitation, ~~trademarks).~~beneficial ~~The~~ownership ~~amendments are effective for entities that determine liquidation~~ is ~~imminent~~calculated ~~during~~as ~~annual~~set ~~reporting~~forth ~~periods~~in ~~beginning~~Securities ~~after~~Exchange ~~December~~Act ~~15,~~Rule ~~2013, and interim reporting periods therein~~13d-3. ~~Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted.~~

~~Management~~(2) ~~does~~Mr. ~~not~~Henry ~~believe~~Sargent ~~that~~controls ~~any~~the ~~other recently issued~~13,000 ~~but~~shares ~~not~~of ~~yet~~the ~~effective~~Company's ~~accounting~~Series ~~pronouncements~~D held by Oscaleta Partners, ifwhich ~~adopted~~shares are each convertible into 400,000 ~~would~~shares ~~have~~of aour ~~material~~common ~~effect~~stock. The Series D votes on an as-converted basis on any matter submitted to the ~~accompanying consolidated~~holders ~~financial~~of ~~statements~~our common stock and is subject to a beneficial ownership limitation of 9.99%. For purposes of this 9.99% limitation, beneficial ownership is calculated as set forth in Securities Exchange Act Rule 13d-3.

~~Note~~ (3) –We ~~Going~~currently ~~Concern~~have 440 shares of Series E issued and outstanding. The Series E holds no voting rights.

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.

(4)	Mr. Conrad Huss, the Company's sole officer and director, holds 51 shares of Series F.

(5)	Mr. Stephen Hicks and Henry Sargent control the 35 shares of the Company's Series G held by Southridge Partners II LLP, which shares are each convertible into 400,000 shares of our common stock. The Series G votes on an as-converted basis on any matter submitted to the holders of our common stock and is subject to a beneficial ownership limitation of 9.99%. For purposes of this 9.99% limitation, beneficial ownership is calculated as set forth in Securities Exchange Act Rule 13d-3.

(6)	Mary Hicks Irrevocable Trust (Connecticut) (the "Trust") and Mountain West Partners LLC control the 242 shares of the Company's Series G held by Tarpon Bay Partners, which shares are each convertible into 400,000 shares of our common stock. The trustee of the Trust is Mary Hicks and the managing member of Mountain West Partners LLC is Henry Sargent. The Series G votes on an as-converted basis on any matter submitted to the holders of our common stock and is subject to a beneficial ownership limitation of 9.99%. For purposes of this 9.99% limitation, beneficial ownership is calculated as set forth in Securities Exchange Act Rule 13d-3.

(7)	The Trust and Mountain West Partners LLC control the 250 shares of the Company's Series H held by Tarpon Bay Partners, which shares are each convertible into 400,000 shares of our common stock. The trustee of the Trust is Mary Hicks and the managing member of Mountain West Partners LLC is Henry Sargent. The Series H votes on an as-converted basis on any matter submitted to the holders of our common stock and is subject to a beneficial ownership limitation of 9.99%. For purposes of this 9.99% limitation, beneficial ownership is calculated as set forth in Securities Exchange Act Rule 13d-3.

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.37

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.

(8)	Peter Klamka controls the 250 shares of the Company's Series H held by Barton PK LLC, which shares are each convertible into 400,000 shares of our common stock. The Series H votes on an as-converted basis on any matter submitted to the holders of our common stock and is subject to a beneficial ownership limitation of 9.99%. For purposes of this 9.99% limitation, beneficial ownership is calculated as set forth in Securities Exchange Act Rule 13d-3.

(9)	Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table. Unless otherwise indicated, the address of the beneficial owner is 242 West Main Street, Hendersonville, Tennessee 37075.

(10)	Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. There are approximately 50,890,107 shares of captial stock issued and outstanding as of November 10, 2015. See the description of securities section herein for additional information with respect to our capital stock.

~~The~~Description ~~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.~~Securities

~~Note~~The 4Company is authorized to issue 10,000,000,000 shares of $0.001 par value common stock, and 10,000,000 shares of $0.001 par value preferred stock. As of the date hereof, the Company's issued and outstanding common and preferred stock consisted of (i) 31,178,843 shares of our Common Stock, (ii) 7,000 shares of Series C, (iii) 13,000 shares of Series D, (iv) 440 shares of Series E (non-voting), ~~Notes~~(v) ~~Receivable~~51 shares of Series F, (vi) 277 shares of Series G, and (vii) 500 shares of Series H (except for the Series F, all preferred stock with voting rights issued by the Company is subject to a 9.99% beneficial ownership limitation applicable to each holder)

~~The~~Common ~~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~~Stock

FAs of the date hereof, we had 31,178,843 shares of common stock outstanding. The shares of our common stock presently outstanding, and any shares of our common stock issued upon convertible instruments, will be fully paid and non-16assessable. Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event we liquidate, dissolve or wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock that may then be outstanding. The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions. Since the holders of common stock do not have cumulative voting rights, holders of more than 50% of the outstanding shares can elect all of our directors, and the holders of the remaining shares by themselves cannot elect any Directors. Holders of common stock are entitled to receive dividends, if and when declared by the Board of Directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock that may then be outstanding.

~~Note~~Voting ~~5 – Investment in Minority Interest~~Rights

~~Effective~~Each ~~July~~holder 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,~~common ~~representing~~stock ~~twenty percent (20%) of the issued and outstanding membership interests of FAL (post issuance) (the “Interests”). The purchase price for the Interests~~ is ~~One~~entitled ~~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~~one ~~Company~~vote ~~upon~~for each ~~month~~share ~~closing. Pursuant to the Agreement the Company will receive fifteen (15%) percent~~ of ~~the~~common ~~gross~~stock ~~proceeds~~held ~~from~~on all ~~royalty~~matters ~~payments~~submitted ~~made~~ to ~~FAL. Such royalty~~a ~~payments~~vote ~~are~~of ~~payable quarterly~~stockholders.

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.Dividends

AsSubject to preferences that may be applicable to any then-outstanding shares of ~~June~~preferred 30stock, ~~2014~~if any, and any other restrictions, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Company's ~~had~~board ~~a total~~of ~~$55,000~~directors ~~investment~~out of legally available funds. The Company and its predecessors have not declared any dividends in ~~FAL~~the past. Further, the Company does not presently contemplate that there will be any future payment of any dividends on common stock.

~~Currently, the Company is not making installments and is evaluating future investment.~~38

~~Note~~Creation 6of –Preferred ~~Property and Equipment~~Stock

~~Property~~On ~~and~~April ~~equipment~~7, ~~stated~~2014, atthe ~~cost~~Board of Directors of the Company approved the designation of two new classes of Convertible Preferred Stock, ~~less~~ ~~accumulated~~authorizing ~~depreciation~~the ~~consisted~~filing with the State of Nevada of Certificates of Designation authorizing the ~~following:~~creation of 13,000 shares of Series B 8% Convertible Preferred Stock and 7,000 shares of Series C 8% Convertible Preferred Stock.

	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

On May 13, 2015, the Board of Directors of the Company approved the designation of five new classes of Convertible Preferred Stock, authorizing the filing with the State of Nevada of Certificate of Designations authorizing the creation of 13,000 shares of Series D 8% Convertible Preferred Stock, 440 shares of Series E Preferred Stock, 51 shares of Series F Preferred Stock, 1,500 shares of Series G 8% Convertible Preferred Stock, and 500 shares of Series H 8% Convertible Preferred Stock.

~~Depreciation~~Series ~~Expense~~B 8% Convertible Preferred Stock (the "Series B Preferred")

~~Depreciation~~The ~~expense~~following ~~for~~is ~~the~~a ~~fiscal~~summary ~~year ended~~of ~~June~~the ~~30,~~material ~~2014~~rights and ~~2013~~preferences ~~was~~of ~~$192~~the Series B Preferred set forth in the Certificate of Designation for the Series B Preferred, and ~~$416~~does not purport to be complete, ~~respectively~~and is qualified in its entirety by reference to the full text of the Certificate of Designation for the Series B Preferred.

FHolders of the Series B Preferred are entitled to cumulative dividends equal to eight percent of the stated value ($1,000) of the Series B Preferred, 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 converts into 60,255.214 shares (60.255 shares post-17split) (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, 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 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 votes on an as converted basis on any matter submitted to the holders of the Company's common stock.

~~Note~~In 7the –event ~~Liabilities~~of ~~Purchase Agreement~~the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of the Series B Preferred are entitled to receive out of the assets of the Company the stated value per share of Series B Preferred then outstanding, plus all other amounts in respect thereof then due and ~~Accounts~~payable, ~~Payable~~before any payment or distribution upon dissolution, liquidation or winding up shall be made on any series or class of capital stock ranking junior to Series B Preferred as to such payment or distribution.

OnAll ~~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~~issued ~~"Stipulation")~~and inoutstanding ~~the~~Series ~~matter~~B ofPreferred ~~ASC~~Stock ~~Recap~~was ~~LLC~~cancelled ~~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~~exchange ~~aggregate amount~~for ofSeries ~~$298,602.10~~E ~~(the~~Preferred ~~"Claim~~Stock ~~Amount"),~~issued 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 nonpro-~~affiliated) with a face amount of $298,602~~rata.~~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~~Series toC ~~the~~8% ~~Stipulation entered~~Convertible ~~into~~Preferred byStock ~~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~~"Series ~~Amount,~~C 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.Preferred")

AsThe following is a summary of the ~~Balance~~material ~~sheet~~rights ~~date,~~and wepreferences ~~have~~of ~~issued~~ the ~~following~~Series ~~Settlement~~C ~~Shares~~Preferred set forth in the Certificate of Designation for the Series C Preferred, and does not purport to ~~ASC~~be ~~Recap:~~complete, and is qualified in its entirety by reference to the full text of the Certificate of Designation for the Series C Preferred.

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

Holders of the Series C Preferred are entitled to cumulative dividends equal to eight percent of the stated value ($1,000) of the Series C Preferred, 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 converts into 51,647.326 shares (51.647 shares post-split) (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, 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 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 votes on an as converted basis on any matter submitted to the holders of the Company's common stock and is subject to a 9.99% beneficial ownership limitation.

In ~~connection with~~ the ~~issuance~~event of the ~~Settlement~~liquidation, ~~Shares~~dissolution or winding up of the Company, wewhether ~~may~~voluntary ~~rely~~or oninvoluntary, holders of the ~~exemption~~Series ~~from~~C ~~registration~~Preferred ~~provided~~are byentitled ~~Section~~to ~~3(a)(10)~~receive ~~under~~out of the ~~Securities Act~~assets of ~~1933~~the Company the stated value per share of Series C Preferred then outstanding, plus all other amounts in respect thereof then due and payable, before any payment or distribution upon dissolution, liquidation or winding up shall be made on any series or class of capital stock ranking junior to Series C Preferred as ~~amended~~to such payment or distribution.

~~Note~~Series D 8% –Convertible ~~Advances~~Preferred ~~Payable~~Stock (the "Series D Preferred")

AsOn ~~of June~~May 3013, ~~2014~~2015, the board of directors (the "Board") of the Company ~~had~~ authorized a ~~total~~Certificate of Designations, Rights and Preferences designating 13,000 shares of a new series of preferred stock, par value $420.001 per share with a stated value of $1,~~940~~000 per share, inas ~~advances~~Series ~~payable~~D to8% ~~unrelated~~Convertible ~~third~~Preferred ~~parties~~Stock. ~~for~~The ~~expenses~~Series ~~paid~~D onPreferred ~~behalf~~Certificate of ~~the~~Designation ~~Company~~was infiled ~~conjunction with~~as an amendment to the ~~rescinded~~Company's ~~acquisition~~Articles ~~agreement. These~~of ~~balances~~Incorporation ~~are~~with ~~non-interest~~the ~~bearing~~State ~~and~~of ~~due~~Nevada on ~~demand~~May 18, 2015.

~~F-18~~Holders of outstanding shares of Series D Preferred shall be entitled to vote, on an as converted basis, but subject to a beneficial ownership limit of no greater than 9.99% of the common stock then outstanding (the "Beneficial Ownership Limitation"), on any matter that may from time to time be submitted to the Company's shareholders for vote, either by written consent or by proxy. Holders of Series D Preferred shall be entitled to receive, when and as declared by the Board out of funds legally available therefor, and the Company shall accrue, quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, commencing on the issuance date, cumulative dividends on the Series D Preferred at the rate per share (as a percentage of the stated value per share) equal to eight percent (8%) per annum on the stated value, payable in cash or common stock at the option of the holder of the Series D Preferred.

~~Note~~Each share of Series D Preferred shall be convertible into shares of common stock of the Company, at the option of the holder, but subject to a 9.99% –beneficial ~~Derivative~~ownership ~~Financial Instruments~~limitation applicable to each holder, at any time and from time to time after the issuance of the Series D Preferred by dividing the stated value of each share of Series D Preferred by a conversion ratio equal to $0.0025. The Series D Preferred ranks pari passu with all other designated preferred stock issued by the Company.

~~The~~In ~~Company’s~~the ~~derivative~~event ~~financial instruments~~of ~~are~~the ~~embedded~~liquidation, ~~derivatives~~dissolution ~~associated~~or ~~with~~winding ~~the~~up ~~Company’s~~of ~~convertible~~the ~~debentures. The~~ Company’s, ~~convertible debentures~~whether ~~issued~~voluntary toor ~~Institutional Investor Institutional Investor~~involuntary, ~~are~~holders ~~hybrid~~of 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~~Series ~~feature~~D ~~and~~Preferred ~~the~~are ~~warrants~~entitled ~~attached~~ to ~~certain~~receive ~~Notes.~~out ~~Pursuant~~of ~~to Paragraph 815-10-05-4,~~ the ~~value~~assets of the ~~embedded~~Company ~~derivative~~the ~~liability~~stated ~~have~~value ~~been~~per ~~bifurcated~~share ~~from~~of ~~the~~Series ~~debt~~D ~~host~~Preferred ~~contract~~then ~~and~~outstanding, ~~recorded~~plus asall ~~a derivative~~other ~~liability~~amounts ~~resulting~~ in arespect ~~reduction~~thereof ofthen ~~the~~due ~~initial~~and ~~carrying~~payable, ~~amount~~before ~~(as~~any ~~unamortized~~payment ~~discount)~~or ofdistribution ~~the~~upon ~~notes~~dissolution, ~~which~~liquidation ~~are amortized~~or aswinding ~~debt~~up ~~discount~~shall to be ~~presented~~made inon ~~other~~any ~~(income)~~series ~~expenses~~or inclass ~~the~~of ~~statements~~capital ofstock ~~operations~~ranking ~~using~~junior ~~the~~to ~~effective~~Series ~~interest method~~D ~~over~~Preferred ~~the~~as ~~life~~to ofsuch ~~the~~payment ~~notes~~or distribution.

~~The~~Series ~~compound~~E ~~embedded~~Preferred ~~derivatives~~Stock ~~within~~ (the ~~notes~~"Series ~~have~~E 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”.Preferred")

AsOn ofMay ~~June 30~~13, ~~2014~~2015, the ~~estimated~~Board ~~fair value~~authorized a Certificate of ~~derivative~~Designations, ~~liabilities~~Rights ~~for~~and ~~the~~Preferences ~~conversion~~of ~~feature~~Series ~~was~~E Preferred Stock, designating 440 shares of a new series of preferred stock, par value $0.001 per share with a stated value of $1,~~662~~000 per share,~~416~~ as Series E Preferred Stock. The Series E Preferred Certificate of Designation was filed as an amendment to the Company's Articles of Incorporation with the State of Nevada on May 18, 2015.

AsHolders of ~~June~~outstanding ~~30,~~shares ~~2014~~of Series E Preferred shall not be entitled to vote on any matter that may from time to time be submitted to the Company's shareholders for vote, either by written consent or by proxy. The Company shall have the ~~estimated~~right ~~fair~~ to redeem the outstanding shares of Series E Preferred from the holders at any time after the issuance date at a redemption price per share equal to its stated value, in cash. The Company shall provide written notice to holders of ~~derivative~~its ~~liabilities~~intention ~~for~~to redeem such shares, and shall have five business days from the ~~warrants~~date ~~was~~of $-such written notice to pay such redemption price to the holder by check or wire transfer, at the option of the holder. The Series E Preferred ranks pari passu with all other designated preferred stock issued by the Company.

~~Summary~~In the event of ~~Fair~~the ~~Value~~ liquidation, dissolution or winding up of ~~Financial~~the ~~Assets~~Company, whether voluntary or involuntary, holders of the Series E Preferred are entitled to receive out of the assets of the Company the stated value per share of Series E Preferred then outstanding, plus all other amounts in respect thereof then due and ~~Liabilities~~payable, ~~Measured~~before any payment or distribution upon dissolution, liquidation or winding up shall be made on aany ~~Recurring~~series ~~Basis~~or class of capital stock ranking junior to Series E Preferred as to such payment or distribution.

~~Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets:~~40

			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

Series F Preferred Stock (the "Series F Preferred")

~~Summary~~On May 13, 2015, the Board authorized a Certificate of Designations, Rights and Preferences of Series F Preferred Stock, designating Fifty One (51) shares of a new series of preferred stock, par value $0.001 per share with a stated value of $1.00 per share, as Series F Preferred Stock. The Series F Preferred Certificate of Designation was filed as an amendment to the ~~Changes in~~Company's ~~Fair~~Articles ~~Value~~of Incorporation with the State of ~~Level~~Nevada 3on ~~Financial~~May ~~Liabilities~~18, 2015.

~~The~~Each ~~table~~one ~~below~~(1) ~~provides~~share aof ~~summary~~the Series F Preferred shall have voting rights equal to (x) (i) 0.019607 multiplied by the aggregate total of (A) the ~~changes~~issued inand ~~fair~~outstanding ~~value~~shares of common stock eligible to vote at the time of the respective vote, ~~including~~plus ~~net~~(B) ~~transfers~~the innumber ~~and/~~of votes which all other series or ~~out~~classes of securities other than this Series F Preferred are entitled to cast together with the holders of common stock at the time of the relevant vote (the amount determined by this clause (i), the "Numerator"), divided by (ii) 0.49, minus (y) the Numerator. For purposes of ~~all~~illustration ~~financial~~only, ~~assets~~if the total issued and ~~liabilities~~outstanding ~~measured~~shares of common stock eligible to vote at ~~fair~~the ~~value on~~time aof ~~recurring~~the ~~basis~~respective ~~using~~vote ~~significant~~is ~~unobservable~~5,000,000 ~~inputs~~the voting rights of one share of the Series F Preferred shall be equal to 102,036 (~~Level~~(0.019607 3x 5,000,000) ~~during~~/ 0.49) - (0.019607 x 5,000,000) = 102,036). With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the ~~fiscal~~holders ~~year~~of ~~ended~~the ~~June~~outstanding 30shares of Series F Preferred shall vote together with the holders of common stock without regard to class, ~~2014:~~except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or bylaws. If the Company affects a stock split which either increases or decreases the number of shares of common stock outstanding and entitled to vote, the voting rights of the Series F Preferred shall not be subject to adjustment unless specifically authorized.

	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

The Series F Preferred, with respect to rights on liquidation, dissolution and winding-up of the Company, rank junior to all of the other designated preferred stock of the Company, and on a parity with each other class or series of capital stock of the Company the terms of which do not expressly provide that such class or series shall rank senior or junior to the Series F Preferred.

~~F-19~~Series G 8% Convertible Preferred Stock (the "Series G Preferred")

~~Note~~On 10May –13, ~~Notes~~2015, ~~Payable~~the ~~– former~~Board ~~employee~~authorized a Certificate of Designations, Rights and ~~consultants~~Preferences of Series G 8% Convertible Preferred Stock, designating 1,500 shares of a new series of preferred stock, par value $0.001 per share with a stated value of $1,000 per share, as Series G 8% Convertible Preferred Stock. The Series G Preferred Certificate of Designation was filed as an amendment to the Company's Articles of Incorporation with the State of Nevada on May 18, 2015.

~~Between~~Holders ~~April~~of 1,outstanding ~~2011~~shares ~~and~~of ~~June~~Series ~~24,~~G ~~2011~~Preferred shall be entitled to vote, ~~The~~ ~~President~~on ~~and~~an ~~Chief~~as ~~Operating~~converted ~~Officer~~basis, ofbut subject to the ~~Company,~~Beneficial ~~Phillip~~Ownership ~~Jennings~~Limitation, ~~advanced~~on any matter that may from time to time be submitted to the Company's ~~$77~~shareholders for vote,~~884~~ ineither ~~eight~~by ~~installments in~~written ~~the~~consent ~~form~~or ofby aproxy. ~~promissory~~Holders ~~note~~of ~~(“Jennings~~Series ~~Note”). The~~G ~~Jennings~~Preferred ~~Note~~shall ~~was~~be ~~due~~entitled onto ~~demand~~receive, when and ~~had~~as ~~borne~~declared ~~interest at~~by 8%the ~~per~~Board ~~annum. On~~out ~~November~~of 8,funds ~~2012~~legally available therefor, and the Company ~~issued~~shall ~~promissory~~accrue, ~~notes~~quarterly ~~with~~in ~~its~~arrears ~~then~~on ~~Chief~~March ~~Executive Officer~~31, ~~Chief~~June ~~Financial Officer~~30, ~~Legal~~September ~~Counsel~~30, and ~~Accountant~~December ~~totaling~~31 ~~$105~~of each year,~~380~~ commencing on the issuance date, ~~which~~cumulative ~~were~~dividends ~~originally~~on ~~recorded~~the asSeries ~~accounts~~G ~~payable.~~Preferred Inat ~~addition~~the rate per share (as a percentage of the ~~Jennings Note~~stated ~~was~~value ~~converted~~per share) equal to ~~these~~eight ~~notes~~percent (8%) per annum on the stated value, payable in cash or common stock at the option of the holder.

~~During~~Each share of Series G Preferred shall be convertible into shares of common stock, at the ~~most~~option ~~recent~~of ~~year~~the holder, ~~approximately $65~~but subject to a 9.99% beneficial ownership limitation applicable to each holder,~~000~~ ofat ~~these~~any ~~notes~~time ~~were~~and ~~retired~~from ~~for~~time to time after the issuance of ~~common~~the Series G Preferred by dividing the stated value of such share of Series G Preferred by a conversion ratio equal to $0.0025. The Series G Preferred ranks pari passu with all other designated preferred stock issued by the Company.

~~With accrued interest included, the notes total $122,041 at June 30, 2014.~~41

~~The~~In ~~notes~~the ~~mature~~event onof ~~December~~the 31liquidation, ~~2014 and~~dissolution ~~bear~~or ~~interest~~winding atup 1%of the Company, whether voluntary or involuntary, holders of the Series G Preferred are entitled to receive out of the assets of the Company the stated value per ~~annum~~share of Series G Preferred then outstanding, plus all other amounts in respect thereof then due and payable, before any payment or distribution upon dissolution, liquidation or winding up shall be made on any series or class of capital stock ranking junior to Series G Preferred as to such payment or distribution.

~~Note~~Series 11H –8% Convertible ~~Debentures-net~~Preferred Stock (the "Series H Preferred")

~~The~~On ~~following~~May ~~summarizes~~13, 2015, the ~~Outstanding~~Board ~~convertible~~authorized ~~debentures~~ a Certificate of Designations, Rights and Preferences of Series H 8% Convertible Preferred Stock, designating 500 shares of a new series of preferred stock, par value $0.001 per share with a stated value of $1,000 per share, as Series H 8% Convertible Preferred Stock (the ~~Company~~"Series H Preferred"). The Series H Preferred Certificate of Designation was filed as an amendment to the Company's Articles of ~~June~~Incorporation ~~30,~~with ~~2014~~the ~~and~~State ~~2013~~of Nevada on May 18, 2015.

	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

Holders of outstanding shares of Series H Preferred shall be entitled to vote, on an as converted basis, but subject to the Beneficial Ownership Limitation, on any matter that may from time to time be submitted to the Company's shareholders for vote, either by written consent or by proxy. Holders of Series H Preferred shall be entitled to receive, when and as declared by the Board out of funds legally available therefor, and the Company shall accrue, quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, commencing on the issuance date, cumulative dividends on the Series H Preferred at the rate per share (as a percentage of the stated value per share) equal to eight percent (8%) per annum on the stated value, payable in cash or common stock at the option of the holder.

~~The~~Each ~~June~~share ~~20,~~of ~~2012,~~Series ~~July~~H ~~23,~~Preferred ~~2012,~~shall ~~August 1,~~be ~~2012,~~convertible ~~August~~into ~~21,~~shares ~~2012~~of ~~September~~common 26stock, ~~2012,~~at ~~October~~the ~~18,~~option ~~2012,~~of ~~November~~the 1holder, ~~2012,~~but ~~November~~subject ~~18,~~to ~~2012~~a ~~and~~9.99% ~~December~~beneficial 1ownership limitation applicable to each holder, ~~2012~~at ~~notes are~~any ~~convertible~~time ~~into~~and ~~common~~from ~~stock~~time to time after the issuance of the ~~Company~~Series atH ~~sixty~~Preferred ~~percent~~by ~~(60%)~~dividing the stated value of ~~the~~each ~~average~~share of ~~two~~Series ~~(2)~~H ~~low~~Preferred ~~closing~~by ~~bid~~a ~~prices~~conversion ~~for~~ratio ~~the five~~equal ~~(5)~~to ~~trading~~$0.0025. ~~days~~The ~~prior~~Series toH ~~conversion~~Preferred ofranks pari passu with all other designated preferred stock issued by the ~~Notes~~Company.

~~F-20~~In the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of the Series H Preferred are entitled to receive out of the assets of the Company the stated value per share of Series H Preferred then outstanding, plus all other amounts in respect thereof then due and payable, before any payment or distribution upon dissolution, liquidation or winding up shall be made on any series or class of capital stock ranking junior to Series H Preferred as to such payment or distribution.

~~The~~Anti-Takeover 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.Provisions

~~All~~Our ~~remaining~~Articles ~~notes~~of ~~are~~Incorporation ~~convertible~~and ~~into~~Bylaws contain provisions that may make it more difficult for a third party to acquire or may discourage acquisition bids for us. Our Board of Directors may, without action of our stockholders, issue authorized but unissued common stock and preferred stock. The issuance of ~~the Company~~additional atshares ~~fifty~~to ~~percent~~certain ~~(50%)~~persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the ~~average~~stock ownership or voting rights of persons seeking to cause such removal. The existence of unissued preferred stock may enable the ~~low~~Board ~~closing~~of ~~bid~~Directors, ~~prices~~without ~~for~~further action by the ~~thirty~~stockholders, ~~(30)~~to ~~trading~~issue ~~days~~such ~~prior~~stock to ~~conversion~~ persons friendly to current management or to issue such stock with terms that could render more difficult or discourage an attempt to obtain control of us, thereby protecting the ~~Notes~~continuity of our management. Our shares of preferred stock could therefore be issued quickly with terms that could delay, defer, or prevent a change in control of us, or make removal of management more difficult.

~~Note 12- Liability for Conversion Feature of Preferred Shares~~42

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, a related party, 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"). 13ASC –Recap ~~Equity~~had ~~Purchase~~purchased ~~Agreement~~the liabilities from our creditors (both affiliated and nonaffiliated) 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.

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

On ~~April~~January 715, ~~2014~~2015, the Company entered into an ~~Equity Purchase Agreement with ASC. The following is~~ a ~~summary~~monthly ofconsulting ~~the~~agreement ~~material~~with ~~terms~~Southridge ~~of the Equity Purchase Agreement~~II, ~~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~~related ofparty. ~~which~~The isagreement ~~filed~~requires asSouthridge anII ~~Exhibit~~ to ~~this~~provide ~~Current~~general ~~Report~~management onand ~~Form~~consulting ~~8-K~~services and isadvisory ~~incorporated~~services ~~herein by reference. Pursuant~~ to ~~the~~ ~~Equity Purchase Agreement~~ the Company ~~agreed to sell and ASC agreed to purchase up to $5~~,~~000,000~~ ofincluding ~~the~~assistance ~~Company’s~~in ~~Common Stock~~connection ~~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~~restructuring ~~put notice. The Company also issued ASC a promissory note in the principal amount~~ of ~~$25,000~~its ~~payable~~outstanding indebt ~~six months. This note was subsequently cancelled~~ and ~~the~~equity ~~parties agreed to reissue the Note upon the filing of the Registration statement associated with this Agreement~~securities.

OnPursuant ~~April~~to 7,the ~~2014~~terms of the ~~Company~~consulting ~~entered~~agreement, ~~into a~~Southridge ~~Registration~~II ~~Rights~~will ~~Agreement~~be ~~with~~compensated ~~ASC~~$20,000 per month. The ~~following~~fee ismay abe ~~summary~~paid ofin the ~~material~~form ~~terms~~ of ~~the~~a ~~Registration~~convertible ~~Rights~~promissory ~~Agreement~~note, ~~and~~ ~~does~~convertible ~~not~~into ~~purport~~shares toof bethe ~~complete,~~common ~~and~~stock isat ~~qualified~~Southridge inII's ~~its~~options ~~entirety~~at bya ~~reference~~price equal to 50% of the ~~full~~low ~~text~~closing ofbid price for the ~~Equity~~30 ~~Purchase~~trading ~~Agreement,~~ days immediately prior to a ~~copy~~conversion ofdate. ~~which~~The isconvertible ~~filed~~promissory asnote anshall ~~Exhibit~~have toa ~~this~~one ~~Current~~year ~~Report~~maturity, onno ~~Form~~registration ~~8-K~~rights and isshall ~~incorporated~~carry ~~herein~~an byannual ~~reference~~interest rate of 10%. ~~Pursuant to~~ ~~this~~The consulting agreement ~~the~~may ~~Company~~be ~~agreed,~~terminated ~~within~~by ~~one~~either ~~hundred~~party ~~twenty~~upon ~~(120)~~giving ninety days towritten ~~file~~notice. aThe ~~registration~~consulting ~~statement~~agreement ~~with~~was terminated on April 30, 2015. The Company recorded $70,000 in consulting fees in the ~~Securities and~~form ~~Exchange~~of ~~Commission~~convertible ~~with~~promissory ~~respect~~notes issued to Southridge II during the ~~securities~~year ~~set~~ended ~~forth~~June in30, ~~the~~2015 ~~Equity~~under ~~Purchase~~this ~~Agreement~~agreement.

~~The~~On May 1, 2015, the Company ~~will~~entered ~~not~~into bea ~~entitled~~monthly consulting agreement with Southridge II, a related party. The agreement requires Southridge II to ~~put shares~~provide general management and consulting services and advisory services to ~~Institutional~~the ~~Investor:~~Company, including assistance in connection with the restructuring of its outstanding debt and equity securities.

~~F-21~~Pursuant to the terms of the Consulting Agreement, Southridge II will be compensated $1,000 per month. The fee may be paid in the form of a convertible promissory note, convertible into shares of the common stock at Southridge II's options at a price equal to 50% of the low closing bid price for the 30 trading days immediately prior to a conversion date. The convertible promissory note shall have a one year maturity, no registration rights and shall carry an annual interest rate of 10%. The Consulting agreement may be terminated by either party upon giving ninety days written notice. The Company recorded $2,000 in consulting fees in the form of convertible promissory notes issued to Southridge II during the year ended June 30, 2015 under this agreement.

~~Note~~At 14the –Company's ~~Stockholders’ Deficit~~fiscal year end of June 30, 2015, Southridge Partners II LLP, controlled by Mr. Stephen Hicks and Mr. Henry Sargent, is owed approximately $155,372 in exchange for certain loan advances made to the Company in furtherance of its business operations. See note 12 of the financial statements for more detailed information with respect to these loans.

~~Shares~~Except ~~Authorized~~as disclosed above, none of our officers, directors, proposed director nominees, beneficial owners of more than 10% of our shares of common stock, or any relative or spouse of any of the foregoing persons, or any relative of such spouse who has the same house as such person or who is a director or officer of any parent or subsidiary of our Company, has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party. In the event a related party transaction is proposed, such transaction will be presented to our board of directors for consideration and approval. Any such transaction will require approval by a majority of the disinterested directors and such transactions will be on terms no less favorable than those available to disinterested third parties.

~~Upon~~Item 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 $014.~~001~~ ~~per~~Principal ~~share,~~Accountant ~~and~~Fees ~~Two Hundred~~ and ~~Fifty Million (250,000,000) shares shall be Common Stock, par value $0~~Services.~~001 per share.~~

~~During~~ a. ~~the~~Audit ~~current~~Fees: ~~fiscal~~Aggregate ~~year,~~fees abilled ~~majority of~~by ~~the~~our ~~shareholders~~auditors ~~amended~~for ~~ARTICLE~~professional ~~FOUR~~services ofrendered for the ~~Amended~~audit ~~Articles~~ of ~~Incorporation~~our ofannual ~~the~~financial ~~Corporation~~statements included in ~~order~~Form to10-K ~~increase~~and ~~the number~~review of ~~shares~~our ofquarterly ~~authorized~~financial ~~capital~~statements ~~stock~~included toin Form 10-Q for the years ended June 30,~~010,000,000~~ ~~shares~~2015 and 2014, ofwere ~~which~~approximately 10$20,000,~~000~~ and $31,000, ~~shall~~respectively.b. beAudit-Related ~~common~~Fees: ~~stock~~No fees were billed for assurance and ~~10,000,000 shall~~related beservices ~~preferred~~reasonably ~~stock~~related to the performance of the ~~Corporation,~~audit or review of our financial statements and ~~(ii)~~not ~~effect~~reported aunder ~~reverse~~"Audit ~~stock~~Fees" ~~split~~above (in the “years ~~Reverse~~ended ~~Stock~~June ~~Split~~30, ~~”) of~~2015 ~~our~~and ~~common~~2014.c. ~~stock~~Tax atFees: aThere ~~ratio~~were ~~determined~~no byfees ~~our~~billed ~~Board~~for oftax ~~Directors~~services upfor tothe 1years ~~for~~ended 1June 30,~~000~~ ~~such~~2015 ~~number~~and ~~consisting~~2014.d. ofAll ~~only~~Other ~~whole~~Fees: ~~shares by~~No ~~filing~~fees ~~with~~billed ~~the~~for ~~Secretary~~professional ofservices ~~State~~provided ofby ~~Nevada~~legal ~~the~~counsel ~~Amended~~and ~~Articles~~accounting ofother ~~Incorporation~~than those described above.

~~Common Stock~~43

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

~~556,085,948~~Item ~~shares~~15. ~~for the conversion of $304~~Exhibits,~~950~~ ofFinancial ~~convertible~~Statement ~~notes payable, $9,509 in accrued interest and $26,109 in related legal and transfer agent fees~~Schedules.

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

Exhibit No.		Description

31.1		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

31.2		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

32.1		Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

~~36,000,000 for the conversion of $36,000 in debt owed to our former CEO~~44

~~Preferred Stock~~SIGNATURES

~~Creation~~Pursuant to the requirements of ~~Preferred~~Section ~~Stock~~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 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.

	CONEXUS CATTLE CORP.

Date: November 10, 2015	By:	/s/ Conrad Huss
	Name:	Conrad Huss
	Title:	President
		(Principal Executive Officer)
		(Principal Accounting Officer)
		(Principal Financial Officer)

~~F-22~~45

~~Series~~Conexus BCattle 8%Corp. ~~Convertible~~and ~~Preferred Stock (the “Series B Preferred Stock”)~~Subsidiaries

~~The~~June ~~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~~30, ~~and~~2015 ~~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.2014

~~Holders~~Index ~~of the Series B Preferred Stock are entitled~~ to ~~cumulative dividends equal to eight percent of~~ the ~~stated~~consolidated ~~value~~financial ($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.statements

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

Contents		Page(s)

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets as of June 30, 2015 and 2014		F-4

Consolidated Statements of Operations for the Fiscal Years Ended June 30, 2015 and 2014		F-5

Consolidated Statement of Stockholders' Deficit for the Fiscal Years Ended June 30, 2015 and 2014		F-6

Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2015 and 2014		F-7

Notes to the Consolidated Financial Statements		F-8

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 8F-~~K and is incorporated herein by reference.~~1

~~Holders~~Scrudato 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 holderCo. ~~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.PA

~~Issuance~~CERTIFIED ofPUBLIC ~~Preferred~~ACCOUNTING ~~Stock~~FIRM

WeREPORT ~~issued~~OF ~~6,500~~INDEPENDENT ~~shares~~REGISTERED ofPUBLIC ~~our~~ACCOUNTING 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.FIRM

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

~~See~~We ~~Note~~have 12audited ~~above~~the ~~for~~accompanying balance sheet of Conexus Cattle Corp. as of June 30, 2015 and 2014 and the ~~potential~~related ~~dilution~~ consolidated statements of operations, changes in stockholders' deficit and ~~liability~~cash ~~associated~~flows ~~with~~for the ~~issuance~~years then ended. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these ~~shares~~financial statements based on our audit.

~~F-23~~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.

~~2010~~In ~~Stock~~our ~~Incentive~~opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Conexus Cattle Corp. at June 30, 2015 and ~~Compensation Plan~~2014, asand ~~Amended~~the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

~~Adoption~~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, 2015, 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 ~~2010~~the ~~Stock Incentive~~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 ~~Compensation~~classification ~~Plan~~of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

~~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~~Scrudato ~~stock~~& ~~to be reserved for issuance (the “2010 Stock Incentive Plan”)~~Co. ~~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.PA

~~January~~Califon, 7New JerseyNovember 10, ~~2010~~ ~~Issuance~~2015

~~On January~~ 7, ~~2010,~~Valley ~~the~~View ~~board~~Drive ~~approved and~~Califon, ~~granted~~New ~~options~~Jersey ~~for~~07830 ~~employees~~Registered toPublic ~~purchase 2,750,00 shares of the~~ Company's ~~common~~Accounting ~~stock~~Oversight ~~with~~Board ~~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:~~Firm

~~¨ 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~~F-~~five percent (25%) were vested on July 6, 2010.~~2

¨Conexus ~~The~~Cattle ~~remaining~~Corp. ~~Fifty~~and ~~percent~~Subsidiaries ~~(50%)~~Consolidated ofBalance ~~the~~Sheets ~~shares granted under the option scheme shall vest pro rata every six~~ (6Audited) ~~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:

	June 30, 2015			June 30, 2014

ASSETS
CURRENT ASSETS:
Cash	$	85,687		$	35,344
Digital currencies		3,895			-
Notes receivable		-			12,000
Inventory		-			6,000

Total Current Assets		89,582			53,344

NON-CURRENT ASSETS
Investment in unconsolidated subsidiary- at cost		-			55,000
Property and Equipment, net		41,970			-
License agreement		10,000			-

Total Non-current assets		51,970			55,000

Total Assets	$	141,552		$	108,344

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	280,369		$	299,351
Accrued expenses		274,067			91,449
Accrued dividends payable		-			368,219
Advances payable		42,940			42,940
Due to officer		2,600			-
Derivative liability		559,900			1,662,416
Notes payable- Non-convertible		116,852			122,041
Convertible debentures, net		518,573			522,625

Total Current Liabilities		1,795,301			3,109,042

LONG-TERM LIABILITIES:
Convertible debentures, net		12,008			-
Liability for conversion feature of preferred shares		-			1,390,456

Total Long-Term Liabilities		12,008			1,390,456

Total Liabilities		1,807,309			4,499,498

STOCKHOLDERS' DEFICIT:
Preferred stock Series B, $0.001 par value, 8% dividend: 13,000 shares authorized;
0 and 13,000 shares issued and outstanding at June 30, 2015
and June 30, 2014, respectively. Liquidation Preference of $0
and $13,239,342 at June 30, 2015 and June 30, 2014, respectively		-			13
Preferred stock Series C, $0.001 par value, 8% dividend: 7,000 shares authorized;
7,000 and 7,000 shares issued and outstanding at June 30, 2015
and June 30, 2014, respectively. Liquidation Preference of $7,140,000
and $7,128,877 at June 30, 2015 and June 30, 2014, respectively		7			7
Preferred stock Series D, $0.001 par value, 8% dividend: 13,000 shares authorized;
13,000 and 0 shares issued and outstanding at June 30, 2015
and June 30, 2014, respectively. Liquidation Preference of $13,138,667
and $0 at June 30, 2015 and June 30, 2014, respectively		13			-
Preferred stock Series E, $0.001 par value: 440 shares authorized;
440 and 0 shares issued and outstanding at June 30, 2015 and June 30, 2014,
respectively. Liquidation Preference of $440,000 and $0 at June 30, 2015 and
June 30, 2014, respectively		-			-
Preferred stock Series F, $0.001 par value: 51 shares authorized;
51 and 0 shares issued and outstanding at June 30, 2015 and June 30, 2014, respectively		-			-
Preferred stock Series G, $0.001 par value, 8% dividend: 1,500 shares authorized;
277 and 0 shares issued and outstanding at June 30, 2015 and June 30, 2014,
respectively. Liquidation Preference of $279,955 and $0 at June 30, 2015 and
June 30, 2014, respectively		-			-
Preferred stock Series H, $0.001 par value, 8% dividend: 500 shares authorized;
500 and 0 shares issued and outstanding at June 30, 2015 and June 30, 2014,
respectively. Liquidation Preference of $505,333 and $0 at June 30, 2015 and
June 30, 2014, respectively		1			-
Common stock at $0.001 par value: 10,000,000,000 shares authorized;
21,119,572 and 731,742 shares issued and outstanding at June 30, 2015
and June 30, 2014, respectively		21,119			732
Additional paid-in capital		19,293,867			17,614,534
Accumulated deficit		(21,003,073	)		(22,006,440	)
Total Stockholders' Deficit		(1,688,066	)		(4,391,154	)
Non-controlling interests		22,309
Total Deficit		(1,665,757	)		(4,391,154	)

Total Liabilities and Stockholders' Deficit	$	141,552		$	108,344

	January 7, 2010
Expected life (year)		2.00
Expected volatility (*)		110.00	%
Risk-free rate(s)		0.5	%
Expected dividends		0.00	%

See accompanying notes to the consolidated financial statements.

* 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.F-3

~~April~~Conexus ~~19,~~Cattle ~~2010 Issuance~~Corp. and Subsidiaries Consolidated Statements of Operations (Audited)

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.

	For the Year			For the Year
	Ended			Ended
	June 30, 2015			June 30, 2014


DIGITAL CURRENCY ATM OPERATING REVENUES	$	23,718		$	-

COST OF REVENUE		-			-

GROSS PROFIT		23,718			-

OPERATING EXPENSES:
Consulting fees		72,000			180,000
Rent Expense		46,748			46,991
Professional fees		268,155			152,599
Compensation		395,940			219,281
Loss on investment in unconsolidated subsidiary		55,000			-
Loss on obsolete inventory		6,000			-
Loss on note receivable		12,000			-
General and administrative expenses		62,842			129,712

Total operating expenses		918,685			728,583

LOSS FROM OPERATIONS		(894,967	)		(728,583	)

OTHER INCOME (EXPENSE):
Derivative expense		(198,494	)		(356,780	)
Interest expense		(302,107	)		(483,444	)
Gain/(Loss) on settlement of debt		84,786			(3,428,919	)
Loss on 3a10 program		(12,388	)		-
Loss on settlement from Liabilities Purchase Agreement		-			(56,728	)
Expenses Associated with Acquisition of Conexus Cattle		-			(8,926,663	)
Income Associated with Conversion feature of Preferred Stock		1,390,456			-
Change in fair value of derivative liability		946,140			(957,077	)

Other income (expense), net		1,908,393			(14,209,612	)

INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAX PROVISION		1,013,426			(14,938,195	)

INCOME TAX PROVISION		-			-

NET INCOME (LOSS)		1,013,426			(14,938,195	)

NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(10,059	)		-

DIVIDEND ON PREFERRED STOCK		(286,955	)		-

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS	$	716,412		$	(14,938,195	)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
-BASIC:	$	0.15		$	(211.96	)
-DILUTED:	$	0.00		$	(211.96	)

Weighted average common shares outstanding
-BASIC:		4,717,173			70,476
-DILUTED:		7,092,000,234			70,476

~~The~~See ~~April~~accompanying ~~2010~~notes ~~options shall be exercisable, in whole or in part, according~~ to the ~~following~~consolidated ~~vesting~~financial ~~schedule:~~statements.

~~· 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~~F-~~five percent (25%) on October 19, 2011 and~~4

·Conexus ~~The~~Cattle ~~remaining~~Corp. ~~fifty~~and ~~percent~~Subsidiaries ~~(50%)~~Consolidated ofStatement ~~the shares granted under the option plan shall vest pro rata every six (6) months, on the same date~~ of ~~the~~Stockholders' ~~month~~Deficit asFor the ~~date~~Fiscal ofYears ~~grant~~Ended ofJune ~~the option~~30, ~~over~~2015 ~~the~~and ~~following~~2014 ~~twelve~~ (12Audited) ~~months of continuous service as a director.~~

F-24

	Common Stock, $0.001 Par Value				Preferred Stock Series B, $0.001 Par Value						Preferred Stock Series C, $0.001 Par Value				Preferred Stock Series D, $0.001 Par Value				Preferred Stock Series E, $0.001 Par Value				Preferred Stock Series F, $0.001 Par Value				Preferred Stock Series G, $0.001 Par Value				Preferred Stock Series H, $0.001 Par Value
	Number of Shares		Amount		Number of Shares			Amount			Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Non-controlling Interests		Total Stockholders' Deficit

Balance, June 30, 2013		129	$	-		-		$	-			-	$	-		-	$	-		-	$	-		-	$	-		-	$	-		-	$	-	$	5,867,131		$	(7,068,246	)	$	-	$	(1,201,115	)

Common stock issued upon conversion of convertible debentures		556,086		556																																1,937,891								1,938,447

Common stock issued for retirement of Accounts Payable		139,528		140																																121,581								121,721

Common stock issued to Former CEO for conversion of outstanding debt		36,000		36																																2,519,964								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		731,743		732		13,000			13			7,000		7		-		-		-		-		-		-		-		-		-		-		17,614,534			(22,006,440	)		-		(4,391,154	)

Common stock issued upon conversion of convertible debentures		20,225,804		20,225																																265,570								285,795

Common stock issued for retirement of Accounts Payable		161,953		162																																21,749								21,911

Forfeiture of accrued dividends by preferred shareholders																																				368,219								368,219

Issuance of fractional shares associated with the reverse split		72		-																																-								-

Issuance of Series D Preferred Stock in exchange for Series B Preferred Stock						(13,000	)		(13	)						13,000		13																		-								-

Issuance of Series E Preferred Stock for settlement of liabilities																				440		-														561,936								561,936

Issuance of Series F Preferred Stock for services																								51		-										51								51

Issuance of Series G Preferred Stock for cash																												35								35,000								35,000

Issuance of Series G Preferred Stock for settlement of convertible debentures																												242		-						175,959								175,959

Issuance of Series H Preferred Stock for acquisition of Bitcoin Direct LLC																																500		1		12,749						12,250		25,000

Filing Compare · CONNEXUS CORP