UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.  10549 P 60 6

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
BNN Investments Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

Not applicable

3.

SEC Use Only

4.

Citizenship or Place of Organization
Ontario, Canada

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
17,418,000

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
17,418,000

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
17,418,000

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)
6.4%

12.

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer
Brascan Corporation

(b)

Address of Issuer’s Principal Executive Offices
181 Bay Street, Suite 300
Toronto, Ontario  M5J 2T3
Canada

Item 2.

(a)

Name of Person Filing
BNN Investments Ltd.

(b)

Address of Principal Business Office or, if none, Residence
181 Bay Street, Suite 300
Toronto, Ontario  M5J 2T3
Canada

(c)

Citizenship
Province of Ontario, Canada

(d)

Title of Class of Securities
Class A Limited Voting Shares, no par value

(e)

CUSIP Number
10549 P 60 6

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

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable

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:
See item 9 of cover page.

(b)

Percent of class:
See item 11 of cover page.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote
See item 5 of cover page.

(ii)

Shared power to vote or to direct the vote
See item 6 of cover page.

(iii)

Sole power to dispose or to direct the disposition of
See item 7 of cover page.

(iv)

Shared power to dispose or to direct the disposition of
See item 8 of cover page.

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.

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

BNN INVESTMENTS LTD.

By:

/s/ Brian D. Lawson

Name:

Brian D. Lawson

Title:

President