Under the Securities Exchange Act of 1934

(Amendment No. n/a )*

 

Brazil Gold Corp.

(Name of Issuer)

 

Shares of Common Stock

(Title of Class of Securities)

 

105762207

(CUSIP Number)

 

May 15, 2014

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

      o   Rule 13d-1(b)

 

      x   Rule 13d-1(c)

 

      o   Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

CUSIP No.  105762207            

 

           
1  

NAMES OF REPORTING PERSONS

Black Arch Opportunity Fund LP

     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)    o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5   SOLE VOTING POWER
   
  11,379,633
     
6   SHARED VOTING POWER
   
  11,379,633
     
7   SOLE DISPOSITIVE POWER
   
  11,379,633
     
8   SHARED DISPOSITIVE POWER
   
  11,379,633
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  11,379,633
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  7.10% (Based on  160,252,446 Outstanding Shares of the company as of May 14, 2014)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
               

 

FOOTNOTES

 

Reporting Person is the owner of a convertible promissory note (the “Note”) in the amount of $ $20,000. The Note may not be converted into common stock to the extent that such conversion would cause the Reporting Persons’ beneficial ownership to exceed 9.99%. Reporting Person disclaims beneficial ownership of the Issuer’s securities held by any other person or entity.

 

 
 

 

Item 1.

 

  (a) Name of Issuer
    Brazil Gold Corp.

 

  (b) Address of Issuer’s Principal Executive Offices
    242 West Main Street, Hendersonville, Tennessee, 37075

 

Item 2.

 

  (a) Name of Person Filing
    This report is filed by Black Arch Opportunity Fund LP.

 

  (b) Address of Principal Business Office or, if none, Residence
    The address of the principal business office of each reporting and filing person is: 
230 Park Avenue, New York, NY 10169

 

  (c) Citizenship
    Delaware, USA

 

  (d) Title of Class of Securities
    Common Stock, Par Value $0.001

 

  (e) CUSIP Number
    105762207

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
  (k) o A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

 
 

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned: 11,379,633

 

  (b) Percent of class: 7.10%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: 11,379,633

 

  (ii) Shared power to vote or to direct the vote: 11,379,633

 

  (iii) Sole power to dispose or to direct the disposition of: 11,379,633

 

  (iv) Shared power to dispose or to direct the disposition of: 11,379,633

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  o  .

 

N/A

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

N/A

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

N/A

 

Item 8. Identification and Classification of Members of the Group

 

N/A

 

Item 9. Notice of Dissolution of Group

 

N/A

 

 
 

 

Item 10. Certification
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  Black Arch Opportunity Fund LP  
       
Date: May 22, 2014 By: /s/  Scott Levin  
    Name: Scott Levin  
    Title:  President  
       

 

 

 

 

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