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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>WASHINGTON, DC 20549</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>FORM 8-K</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>CURRENT REPORT</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>PURSUANT TO SECTION 13 OR 15(d) OF THE</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SECURITIES EXCHANGE ACT OF 1934</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>March 20, 2013 (March 13, 2010)</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">Date of Report (Date of earliest event reported)</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>NATUREWELL, INCORPORATED</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">(Exact name of registrant as specified in its
  charter)</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Delaware</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">(State or other jurisdiction of</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">incorporation)</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>0-26108</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">(Commission File No.)</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>94-2901715</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">(IRS Employer Identification</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">No.)</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><U>110 West C Street, San Diego, California
  92101</U></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">(Address of principal executive offices)</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">Registrant&rsquo;s telephone number, including
  area code: (201) 777-3395</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>N/A</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">(Former name or former address, if changed since
  last report.)</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">Check the appropriate box below if the Form 8-K filing is intended
  to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"> <FONT STYLE="font-family: Wingdings 2">&#163; </FONT>Written
  communication pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-family: Wingdings 2">&#163; </FONT>Soliciting
  material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"> <FONT STYLE="font-family: Wingdings 2">&#163; </FONT>Pre-commencement
  communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"> <FONT STYLE="font-family: Wingdings 2">&#163; </FONT>
  Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0">CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: justify"><FONT STYLE="font-family: Times New Roman Italic,serif">This
  Current Report on Form 8-K of NatureWell, Incorporated, a Delaware Corporation (the &ldquo;Company&rdquo;), as well as other filings
  with the Securities and Exchange Commission (&ldquo;</FONT><FONT STYLE="font-family: Times New Roman Bold Italic,serif">SEC</FONT><FONT STYLE="font-family: Times New Roman Italic,serif">&rdquo;)
  and the Company&rsquo;s press releases contain statements relating to future results, plans, assumptions, assessments and information,
  including certain projections and business trends, that constitute &ldquo;</FONT><FONT STYLE="font-family: Times New Roman Bold Italic,serif"><B>Forward-Looking
  Statements</B></FONT><FONT STYLE="font-family: Times New Roman Italic,serif">&rdquo;&nbsp;within the meaning of the Private Securities
  Litigation Reform Act of 1995.</FONT></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman Italic,serif; margin: 0; text-align: justify">Forward-looking statements include statements
  concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other
  statements that are other than statements of historical facts. Certain statements contained herein are forward-looking statements
  and, accordingly, involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed
  in such forward-looking statements, including, without limitation, risks related to our business and risks associated with our
  securities. The Company&rsquo;s expectations, beliefs and projections are expressed in good faith and are believed by the Company
  to have a reasonable basis, including without limitations, management&rsquo;s examination of historical operating trends, and data
  contained in the Company&rsquo;s records and other data available from third parties.&nbsp;There can be no assurance that management&rsquo;s
  expectations, beliefs or projections will be achieved or accomplished. Certain risks and uncertainties may cause actual results
  to be materially different from projected results contained in forward-looking statements in this Current Report and in other disclosures.&nbsp;&nbsp;The
  Company&rsquo;s future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed
  in the Company&rsquo;s other filings with the SEC. Actual results may differ materially from those expressed or implied by forward-looking
  statements. The Company disclaims any obligation to revise any forward-looking statements to reflect the occurrence, or lack thereof,
  of events or circumstances after the date such forward-looking statements were made, except as required by law.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">Explanatory Note</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Under the Agreement and Plan of Merger (the
  &ldquo;Merger Agreement&rdquo;), as described more fully below, NatureWell, Incorporated (&ldquo;NatureWell&rdquo; or &ldquo;Company&rdquo;)
  became the ultimate parent company of Brazil Interactive Media, Inc., a Delaware corporation (&ldquo;Brazil Interactive Media&rdquo;).
  Under the terms of the Merger Agreement, the Company will file a Certificate of Amendment to change its name to &ldquo;Brazil Interactive
  Media, Inc.&rdquo;, and Brazil Interactive Media will change its name to &ldquo;BIMI, Inc.&rdquo; The Company will also decrease
  its authorized capital from 5,000,000,000 shares of common stock, par value $0.00001, and 15,000,000 shares of preferred stock,
  par value $0.01, to 100,000,000 shares of common stock, par value $0.0001, and 5,000,000 shares of preferred stock, par value $0.0001.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Unless otherwise provided in this Current Report
  on Form 8-K, all references in this Current Report to &ldquo;we,&rdquo; &ldquo;us,&rdquo; &ldquo;Company,&rdquo; &ldquo;our,&rdquo;
  &ldquo;Brazil Interactive Media, Inc.,&rdquo; or the &ldquo;Registrant&rdquo; refer to the combined entity, NatureWell together
  with its wholly-owned subsidiary, Brazil Interactive Media, and Brazil Interactive Media&rsquo;s Brazilian subsidiary, Brazil Interactive
  Media Participa&ccedil;&otilde;es, Ltda. Unless otherwise indicated in this Current Report, all references in</P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">this Current Report to the Company&rsquo;s
  Board of Directors shall refer to the Board of Directors of NatureWell, which was appointed in conjunction with the closing of
  the Merger Agreement. The business operations of Brazil Interactive Media, Inc. following the transaction consist of those of its
  Delaware subsidiary, Brazil Interactive Media, and Brazil Interactive Media&rsquo;s subsidiary located in the Federal Republic
  of Brazil.&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"><B>Item 1.01</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"><B>Entry Into a Material Definitive Agreement</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 13, 2013 (the &ldquo;Closing Date&rdquo;),
  NatureWell, Incorporated, a Delaware corporation, entered into the Merger Agreement with Brazil Interactive Media, Inc., a Delaware
  corporation, and the Company&rsquo;s wholly-owned subsidiary, BIMI Acquisition Corp., a Delaware corporation incorporated by the
  Company on February 20, 2013 specifically for the purpose of consummating the Merger Agreement (the &ldquo;Merger Sub&rdquo;),
  pursuant to which the Company acquired all of the issued and outstanding shares of Brazil Interactive Media (the &ldquo;Brazil
  Interactive Media Shares&rdquo;).&nbsp;Prior to entering into the Merger Agreement, there was no relationship between the Company
  or its affiliates and Brazil Interactive Media, other than in respect of the Merger Agreement and the transactions contemplated
  thereby.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Merger Agreement is discussed in more detail
  in Item 2.01 below, which information is hereby incorporated by reference into this Item 1.01.&nbsp;The description of the Merger
  Agreement in this Current Report is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of
  which is filed as Exhibit 2.1 to this Current Report, and which is hereby incorporated by reference into this Item 1.01. Capitalized
  terms used herein not otherwise defined shall have the meanings assigned to them in the Merger Agreement.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"><B>Item 2.01</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"><B>Completion or Acquisition or Disposition of Assets</B></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On the Closing Date, the Company entered into
  the Merger Agreement with the Company&rsquo;s Merger Sub and Brazil Interactive Media. In accordance with the Merger Agreement,
  the shareholders of Brazil Interactive Media (the &ldquo;Brazil Interactive Media Shareholders&rdquo;) were issued an aggregate
  of 3,740,000 shares of Series G Convertible Preferred Stock of the Company (the &ldquo;Series G Convertible Preferred Stock&rdquo;)
  in exchange for all of the issued and outstanding Brazil Interactive Media Shares, or approximately 4 shares of the Company&rsquo;s
  Series G Convertible Preferred Stock for every Brazil Interactive Media share held by the Brazil Interactive Media Shareholders
  (the &ldquo;Share Exchange&rdquo;).</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On the Effective Date of the Merger, as provided
  for in the Merger Agreement, Brazil Interactive Media will file a certificate of merger with the state of Delaware, causing the
  merger of the Merger Sub into Brazil Interactive Media pursuant to Delaware Law. Brazil Interactive Media will be the surviving
  company, and Brazil Interactive Media will become a wholly-owned subsidiary of NatureWell. Subsequently, Brazil Interactive Media&rsquo;s
  name will be changed to BIMI, Inc., and NatureWell&rsquo;s name will be changed to Brazil Interactive Media, Inc.</P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Merger Agreement further provided that
  after the Closing Date, the Company will perform a reverse merger at a ratio of 8,484 to one, and subsequently convert all issued
  and outstanding Series G Convertible Preferred Stock to Company common stock at a ratio of one to ten. Pursuant to the conversion
  ratios in the Merger Agreement, after the reverse merger and conversion of Series G Convertible Preferred Stock to common stock,
  the former Brazil Interactive Media Shareholders will hold approximately 93.5% of the issued and outstanding Common Stock of the
  Company and the remaining 6.5% will be owned by the Company's pre-merger shareholders.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As a condition to closing of the Merger Agreement,
  the Company has requested that the Series G Convertible Preferred Stock issued pursuant to the Share Exchange, and the Common Stock
  to be newly issued upon its conversion, will be subject to a voluntary Lock Up and Leak Out Agreement between the Company and certain
  shareholders.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Prior to the Closing Date, the Company converted
  3,190 shares of its issued and outstanding preferred stock to common stock, consisting of 75 shares of Series C Convertible Preferred
  Stock issued and outstanding, and 3,115 shares of Series E Convertible Preferred Stock. As a result, on the Closing Date, 2,454,693,045
  shares of the Company&rsquo;s common stock were issued and outstanding, and 3,970,746 shares of the Company&rsquo;s Series G Convertible
  Preferred Stock were issued in connection with the Merger Agreement. Our current authorized capitalization consists of 5,000,000,000
  shares of common stock, par value $0.00001, and 15,000,000 shares of preferred stock, par value $0.01.&nbsp;&nbsp;However, pursuant
  to the terms of the Merger Agreement, the Company will file a Certificate of Amendment to decrease our authorized capitalization
  to 100,000,000 shares of common stock, par value $0.00001, and 5,000,000 shares of preferred stock, par value $0.01.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Under the Merger Agreement, Brazil Interactive
  Media will become a wholly owned subsidiary of NatureWell, and Brazil Interactive Media will continue to own its assets and operate
  its business as a wholly-owned subsidiary.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As a result of the Merger Agreement, Mr. James
  R. Arabia and Mr. Matthew Malesek resigned as Chief Executive Officer and Chief Financial Officer, respectively, and as directors
  of the Company. Also as a result of the Merger Agreement, Mr. Themistocles Psomiadis became the Chief Executive Officer and a director
  of the Company.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For accounting purposes, we will account for
  the assets and liabilities of the Company and Brazil Interactive Media on a consolidated basis at their historical cost, as presented
  in Exhibit 99.1.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We will begin to file annual and quarterly
  reports based upon the fiscal year-end of Brazil Interactive Media, which is December 31.&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  
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  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">FORM 10 INFORMATION</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">THE BUSINESS</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Corporate Overview</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">NatureWell, Incorporated, a Delaware corporation
  formed on September 24, 2001, is a public company quoted on the Over-the-Counter &quot;Pink Sheets&quot; under the symbol &quot;NAWL.&quot;
  The Company was formerly engaged in the research and development of healthcare products intended for a variety of conditions. On
  May 9, 2008 the Company completed the sale of essentially all of its assets. As a result of the sale of its assets, the Company
  became a shell company as defined under Rule 12b-2 of the Exchange Act.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 13, 2013, the Company entered into
  the Merger Agreement with Brazil Interactive Media, as described above.&nbsp;In accordance with the terms of the Merger Agreement,
  the Company issued 3,740,000 shares of Series G Convertible Preferred Stock to the Brazil Interactive Media Shareholders, which
  constitutes approximately 94% of the post-exchange issued and outstanding Series G Convertible Preferred Stock, and will be converted
  into the Company&rsquo;s common stock at a conversion rate that equals approximately 93.5% of the post-transaction issued and outstanding
  common stock.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Under the terms of the Merger Agreement, the
  Company will proceed to change its corporate name to Brazil Interactive Media, Inc. and intends to seek a new stock symbol that
  more appropriately reflects the name of the Company.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Corporate History of Brazil Interactive Media</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brazil Interactive Media, Inc. (&ldquo;Brazil
  Interactive Media&rdquo;), a corporation organized under the laws of Delaware on September 11, 2012, is the parent of Brazil Interactive
  Media Participa&ccedil;&otilde;es, Ltda., a Brazilian holding company, which through its wholly-owned subsidiary EsoTV Promo&ccedil;&atilde;o
  Publicidade Licenciamento e Com&eacute;rcio Ltda. (&ldquo;EsoTV&rdquo;), combines live television broadcasts with a telecommunications
  component to create live, interactive television programming for the Brazilian viewing public. Brazil Interactive Media, Brazil
  Interactive Media Participa&ccedil;&otilde;es, Ltda. and EsoTV shall be collectively referred to herein as &ldquo;Brazil Interactive
  Media&rdquo;. Brazil Interactive Media&rsquo;s Brazilian subsidiary, EsoTV, was founded and commenced operations in 2008.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Using its S&atilde;o Paulo, Brazil-based studios,
  Brazil Interactive Media has created a broadcast platform enabling the Company to live feed its proprietary interactive programming
  to the entire Brazilian television market. The Company creates income by generating telephone call traffic through co-billing contracts
  with Brazilian telecommunications providers.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: normal italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Current Business of our Company</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of March 13, 2013, the Company, through
  its wholly-owned subsidiary, Brazil Interactive</P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Media, commenced the business of producing
  live TV shows with an interactive telephone calling component using its own unique and proprietary program formats that include
  quiz shows, games, psychics and adult entertainment. The Company&rsquo;s program content reaches the nationwide Brazilian television
  audience via an in-studio satellite signal uplink to a variety of Brazilian TV broadcast networks.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">At its facilities in S&atilde;o Paulo, Brazil,
  the Company operates two modern television studios, producing and transmitting via satellite live television content to TV stations
  throughout Brazil. The Company has the capacity to broadcast the same signal throughout Latin America. Through the negotiation
  and purchase of block television time for strategic times and networks, the Company is able to distribute its content directly
  to its target audience throughout Brazil. Brazil Interactive Media currently leases two satellite uplinks and produces three daily
  live shows, providing 13 hours of live television program content daily. Brazilian television viewers participate in the shows
  in real time through &ldquo;pay-per-calls&rdquo;. The Company&rsquo;s Brazilian telecommunications partners charge audience participants
  various per-minute rates for the incoming calls and share a portion of the revenue with the Company.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Patents and Trademarks</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">The Company has applied for several trademarks with the Brazilian
  patent and trademark office.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Competition</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company is unaware of any direct competitors
  in the Brazilian television market.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0; text-align: justify">Employees</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of the Closing Date, the Company had 36
  full-time employees and no part-time employees. None of our employees are represented by a union. We believe that our relationship
  with all of our employees is good.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Regulatory Approvals Required</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">None.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">REPORTS TO SECURITY HOLDERS</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We are required to file annual, quarterly and
  current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available
  to the public over the internet at the Securities and Exchange Commission&rsquo;s website at <FONT STYLE="color: black">http://www.sec.gov</FONT>.
  The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange
  Commission&rsquo;s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation
  of the Public Reference Room by calling the Securities and Exchange Commission at</P>
  
  
  <!-- Field: Page; Sequence: 6 -->
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">1-800-732-0330. The SEC also maintains an Internet
  site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with
  the SEC, at <FONT STYLE="color: black">http://www.sec.gov</FONT>.&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">A copy of any public filing is also available,
  at no charge, by contacting us at telephone no. (201) 777-3395.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">RISK FACTORS</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman Italic,serif; margin: 0; text-align: justify">You should carefully consider the risks described
  below together with all of the other information included in this Current Report before making an investment decision with regard
  to our securities. The statements contained in or incorporated into this Current Report that are not historic facts are forward-looking
  statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth
  in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or
  results of operations could be harmed. In that case, the trading price of our common stock could decline.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0; text-align: justify">Risks Relating to Our Business</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our success depends on our management team,
  the loss of any of whom could disrupt our business operations.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We believe that our continued success will
  depend to a significant extent upon the efforts and abilities of our management team, particularly our CEO, Themistocles Psomiadis,
  and our CFO, Jesus Quintero.&nbsp;&nbsp;We cannot ensure that we will be able to retain the services of such officers and our failure
  to retain them could adversely affect our operations.&nbsp;&nbsp;We do not currently have employment agreements executed with these
  two executives but anticipate entering into such agreements definitively in the near future. Further, we do not currently carry
  key-man life insurance on any of our executive officers.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">If our products and services do not achieve
  market acceptance, our business will be materially and adversely affected.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our success will depend upon widespread market
  acceptance of our product and any future products and services which we may offer.&nbsp;&nbsp;There can be no assurance as to the
  overall acceptance by our targeted customers of the product and services that we offer. There can be no assurance that the market
  for these products and/or services will develop or be sustained.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We may not be able to manage our growth effectively.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The expansion necessary for us to fully exploit
  the market for our products and services requires an effective planning and management process.&nbsp;&nbsp;Growth, if it occurs,
  will likely place a significant strain on our managerial, operational and financial resources.&nbsp;&nbsp;To manage our growth,
  we must implement and improve our operational system and expand, train and manage our</P>
  
  
  <!-- Field: Page; Sequence: 7 -->
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">employee base.&nbsp;&nbsp;There can be no assurance
  that our systems, procedures or controls will be adequate to support operations or that management will be able to achieve the
  expansion necessary to fully exploit the market for our products and services, and the failure to do so would have a material adverse
  effect on our business, operations and financial condition.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We could be materially adversely affected by
  changes or imbalances in foreign currency exchange and other rates.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Given the location of our business in the country
  of Brazil, we have significant exposures to risks related to changes in foreign currency exchange rates, and interest rates, which
  can have material adverse effects on our business. For example, significant strengthening of the Brazilian Real relative to the
  U.S. dollar would affect the profitability of our U.S. parent company. In addition, in preparing our consolidated financial statements,
  we translate our revenues and expenses outside the U.S. into U.S. Dollars using the average foreign currency exchange rate for
  the period and the assets and liabilities using the foreign currency exchange rate at the balance sheet date. As a result, foreign
  currency fluctuations and the associated translations could have a material adverse effect on our results of operations.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our business outside the U.S. exposes us to
  additional risks that may materially adversely affect our business.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our business income is generated outside the
  U.S. We are pursuing growth opportunities for our business in the Federal Republic of Brazil. Operating in a foreign country exposes
  us to political, economic, and other risks, as well as multiple foreign regulatory requirements that are subject to change, including:</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0"></TD><TD STYLE="width: 9pt">&bull;</TD><TD STYLE="text-align: justify">Economic downturns in foreign countries or geographic regions where we have significant operations,
  such as Brazil;</TD></TR></TABLE>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0"></TD><TD STYLE="width: 9pt">&bull;</TD><TD STYLE="text-align: justify">Economic tensions between governments and changes in international trade and investment policies,
  including imposing restrictions on the repatriation of dividends, especially between the United States and Brazil;</TD></TR></TABLE>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0"></TD><TD STYLE="width: 9pt">&bull;</TD><TD STYLE="text-align: justify">Foreign regulations restricting our ability to market our products in those countries;</TD></TR></TABLE>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0"></TD><TD STYLE="width: 9pt">&bull;</TD><TD STYLE="text-align: justify">Differing labor regulations and union relationships;&nbsp;</TD></TR></TABLE>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0"></TD><TD STYLE="width: 9pt">&bull;</TD><TD STYLE="text-align: justify">Consequences from changes in tax laws;</TD></TR></TABLE>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0"></TD><TD STYLE="width: 9pt">&bull;</TD><TD STYLE="text-align: justify">Difficulties in obtaining financing in foreign countries for local operations; and</TD></TR></TABLE>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0"></TD><TD STYLE="width: 9pt">&bull;</TD><TD STYLE="text-align: justify">Political and economic instability, natural calamities, war, and terrorism.</TD></TR></TABLE>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: normal 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The effects of these risks may, individually
  or in the aggregate, materially adversely affect our business.&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We may not be able to obtain sufficient capital
  and may be forced to limit the scope of our operations or discontinue operations.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">If adequate additional financing is not available
  when needed, we may not be able to undertake any planned operational expansions and as a result, we may have to modify our business
  plans</P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">accordingly, or may be required to discontinue
  our business operations. There is no assurance that additional financing will be available to us when needed, or if made available,
  that such will be on terms favorable to us.&nbsp;&nbsp;Further, any future capital investments could dilute or otherwise materially
  and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or convertible debt securities
  issued by us to obtain financing could have rights, preferences and privileges senior to those granted to existing shareholders.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">If we are not able to adequately protect our
  intellectual property, other parties may develop competing products and/or services that utilize our intellectual property.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Although we have filed trademark applications
  in Brazil, as of this time we have not yet obtained any registered trademarks or patents over our products.&nbsp;&nbsp;We intend
  to obtain trademark and copyright law, patent law and trade secret protection for our products and services.&nbsp;&nbsp;At this
  time, we have submitted several trademark applications to the Brazilian government, to protect our intellectual property, which
  are being processed, however, no assurance can be made that third parties will not develop competing products that imitate or utilize
  our intellectual property.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In addition, there can be no assurance that
  other parties will not assert infringement claims against us.&nbsp;&nbsp;Any such claims, with or without merit, could be time
  consuming to defend, result in costly litigation, divert management&rsquo;s attention and resources or require us to enter into
  royalty or licensing agreements.&nbsp;&nbsp;There can be no assurance that such licenses would be available on commercially reasonable
  terms, if at all, and the assertion or prosecution of any such claims could have a material adverse effect on our business, financial
  condition and operations.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0; text-align: justify">Risks Associated with our Securities</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0">Our securities are restricted securities with limited transferability</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our securities should be considered a long-term,
  illiquid investment. Our common stock has not been registered under the Securities Act of 1933 (the &ldquo;Act&rdquo;), and cannot
  be sold without registration under the Act or any exemption from registration. In addition, our common stock is not registered
  under any state securities laws that would permit their transfer. Because of these restrictions, a shareholder will likely find
  it difficult to liquidate an investment in our common stock.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We are subject to penny stock rules which will
  make the shares of our common stock more difficult to sell.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We are subject to the SEC&rsquo;s &ldquo;penny
  stock&rdquo; rules since our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with
  a per share 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 the nature and level of risks in the penny stock market.
  The broker-dealer must also provide the&nbsp;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</P>
  
  
  <!-- Field: Page; Sequence: 9 -->
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">stock held in the customer&rsquo;s account.
  The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally
  or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer&rsquo;s
  confirmation.&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In addition, the penny stock rules require
  that prior to a transaction the broker dealer must make a special written determination that the penny stock is a suitable investment
  for the purchaser and receive the purchaser's written agreement to the transaction. The penny stock rules are burdensome and may
  reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common
  stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their
  securities.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our shares of common stock are very thinly
  traded, and the price may not reflect our value and there can be no assurance that there will be an active market for our shares
  of common stock in the future.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our shares of common stock are thinly traded.
  Due to the illiquidity, the market price may not accurately reflect the relative value of the Company. There can be no assurance
  that there will be an active market for our shares of common stock either now or in the future. Investors may not be able to liquidate
  their investment or liquidate it at a price that reflects the value of the business. If a more active 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 may not be
  willing to effect transactions in the securities. 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 such shares of common stock as collateral for
  a loans.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">SELECTED FINANCIAL DATA</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">Not applicable.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">MANAGEMENT&rsquo;S DISCUSSION AND ANALYSIS OF
  FINANCIAL CONDITION</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">AND RESULTS OF OPERATIONS</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following discussion of the financial condition
  and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto
  included elsewhere in this Report. This Report contains certain forward-looking statements and the Company's future operating results
  could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation,
  statements containing the words &ldquo;believes&rdquo;, &ldquo;anticipates,&rdquo; &ldquo;expects&rdquo; and the like, constitute
  &ldquo;forward-looking statements&rdquo; within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
  21E of the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange Act&rdquo;). However, as the Company intends to issue
  &ldquo;penny stock,&rdquo; as such term is defined in Rule 3a51-1 promulgated</P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">under the Exchange Act, the Company is ineligible
  to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other
  factors which may cause the actual results, performance or achievements of the Company to be materially different from any future
  results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers
  are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any
  such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by
  reference herein to reflect future events or developments, except as required by the Exchange Act.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The MD&amp;A discussion set forth below is
  based on the audited financial statements of Brazil Interactive Media Inc. and its subsidiary as of December 31, 2012 and 2011,
  and the related statements of operations, shareholders' equity and cash flows for years ended December 31, 2012 and 2011. A copy
  of these financial statements is attached as Exhibit 99.1 hereto.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Overview</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Brazil Interactive Media, Inc. (&ldquo;Brazil
  Interactive Media&rdquo;), a corporation organized under the laws of Delaware on September 11, 2012, is the parent of Brazil Interactive
  Media Participa&ccedil;&otilde;es, Ltda., a Brazilian holding company, which through its wholly-owned subsidiary EsoTV Promo&ccedil;&atilde;o
  Publicidade Licenciamento e Com&eacute;rcio Ltda. (&ldquo;EsoTV&rdquo;), combines live television broadcasts with an interactive
  telephone calling component using its own unique and proprietary program formats that include quiz shows, games, psychics and adult
  entertainment. Brazil Interactive Media, Brazil Interactive Media Participa&ccedil;&otilde;es, Ltda. and EsoTV shall be collectively
  referred to herein as &ldquo;BIM&rdquo;. BIM commenced operations in 2011. BIM&rsquo;s program content reaches the nationwide Brazilian
  television audience via an in-studio satellite signal uplink to Brazilian television broadcasting companies. BIM creates income
  by generating telephone call volume and sharing the resulting revenue by means of co-billing contracts with Brazilian telecommunications
  providers.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">At its facilities in S&atilde;o Paulo, Brazil,
  BIM operates two modern television studios, producing and transmitting via satellite live television content to TV stations throughout
  Brazil. BIM has the capacity to broadcast the same signal throughout Latin America. Through the negotiation and purchase of block
  television time for strategic times and networks, BIM is able to distribute its content directly to its target audience throughout
  Brazil. BIM currently leases two satellite uplinks and produces three daily live shows, providing 13 hours of live television program
  content daily. Brazilian television viewers participate in the shows in real time through &ldquo;pay-per-calls&rdquo;. BIM&rsquo;s
  Brazilian telecommunications partners charge audience participants various per-minute rates for the incoming calls and share a
  portion of the revenue with BIM.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Results of Operations&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the years ended December 31, 2012 and 2011</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  
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  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenues</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">BIM had revenues of $3,949,624 and $2,035,416
  for the years ended December 31, 2012 and 2011, respectively. Pursuant to the co-billing contracts entered between BIM and Brazilian
  telecommunications providers, BIM obtained its revenues from BIM&rsquo;s portion of charge on the incoming calls related to the
  live shows. The increase by $1,914,208
  during the year of 2012 was due to the revenues in 2011 representing seven-month operation in BIM, which commenced operations in
  June of 2011.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cost of Sales</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cost of sales consists primarily of media cost,
  leasing expenses related to satellite uplinks and other costs directly attributable to the provision of services. During the year
  ended December 31, 2012, BIM had $2,518,980 in cost of sales, or 63.8% of sales revenue. During the year ended December 31, 2011,
  BIM had $1,195,695 in cost of goods sold, or 58.7% of sales revenue. The increase by $1,323,285 during the year of 2012 was due
  to the cost of sales in 2011 representing seven-month operation in BIM, which commenced operations in June of 2011.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Expenses</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">BIM had operating expenses of $1,017,224 and
  $749,989 for the years ended December 31, 2012 and 2011, respectively. The increase by $267,235 during the year of 2012 was due
  to the increase in other taxes by $221,436, the increase in rent by $75,921, and the increase in other general and administrative
  expenses by $110,957. BIM commenced operations in June of 2011 so that the operating expenses in 2011 represented only seven-month
  operation in BIM.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Income Taxes</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">BIM is subject to Brazil enterprises income
  tax at the applicable tax rates on the taxable income as reported in its Brazilian statutory accounts in accordance with the relevant
  enterprises income tax laws applicable to domestic enterprises. During the years ended December 31, 2012 and 2011, BIM had income
  taxes of $303,679 and $19,646, respectively.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Liquidity and Capital Resources</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Operating Activities</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net cash used in operating activities was $24,128
  during the year ended December 31, 2012, compared to net cash of $188,544 provided by operating activities during the year ended
  December 31, 2011. Negative cash flow from operation during the year ended December 31, 2012 was due solely to the increase in
  accounts receivable in amount of $354,904. Positive cash flow from operation during the year ended December 31, 2011 was due primarily
  to the net income of $55,880, plus the increase in accounts payable and tax payable in amounts of $405,820 and $81,684, respectively,
  offset by the increase in accounts receivable and prepayments in amount of $176,709 and $178,132, respectively.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  
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  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Investing Activities</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net cash used in investing activities was $8,450
  during the year ended December 31, 2012, due solely to purchase of equipment. There was no cash flow from investing activities
  during the year ended December 31, 2011.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Financing Activities</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net cash provided by financing activities was
  $3,334 and $23,561 during the years ended December 31, 2012 and 2011, respectively. Positive cash flow from financing activities
  during the year ended December 31, 2012 was due to proceeds of $67,478 from bank loans, which was $114,860 during the year of 2011,
  offset by the repayment to bank loan in amount of $64,244, which was $91,299 during the year of 2011.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">BIM had cash of 146,331 on hand as of December
  31, 2012, the most readily available recent date. BIM also had working capital surplus in amount of $311,220 as of December 31,
  2012. Current cash on hand and working capital are sufficient to meet BIM&rsquo;s working capital requirements for the next twelve
  month period. However, expansion of BIM&rsquo;s plan of operations is subject to attaining adequate revenue. BIM cannot assure
  investors that adequate revenues will be generated. Without adequate revenues within the next twelve months, BIM still anticipate
  being able to continue with its present activities, but BIM may require financing to achieve operation and growth goals and to
  meet its working capital requirements. If BIM is able to conduct an equity offering, there will be dilution to the current stockholders
  of the Company and to the investors that acquire shares in the offering; and if BIM is able to conduct a debt offering, BIM will
  likely be subject to various covenants on its business operations and may be required to make payments during the term of the securities.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">BIM anticipate that its operational, and general
  and administrative expenses for the next 12 months will total approximately $500,000. BIM also does not expect any significant
  additions to the number of employees, unless financing is raised. The foregoing represents its best estimate of its cash needs
  based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent
  private financings may vary significantly depending upon the exact amount of funds raised and its progress with the execution of
  its business plan.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Off Balance Sheet Arrangements</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of December 31, 2012, BIM did not have any
  off balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition,
  changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  
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  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Critical Accounting Policies</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue Recognition</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with guidance by paragraph 605-10-S99-1
  of the FASB ASC for revenue recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer
  of title has occurred or services have been rendered, the selling price is fixed or determinable and collectability is reasonably
  assured.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company produces live TV shows including
  quizzes, games, psychics and talk show formats, which are distributed via its satellite signal to its distribution channels (TV
  stations). The Company currently leases two satellite uplinks and produces three live shows which provide 13 hours of daily live
  television programming. Members of the television audiences participate in real time through &ldquo;pay-per-calls&rdquo;. The local
  telecommunications providers charge various rates (per minute) for the incoming calls and share a portion of the revenue with the
  Company. Revenue is recognized by the Company when the minutes of calls from audiences are determined by the local telecommunications
  providers.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">DESCRIPTION OF PROPERTY</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Following the Merger Agreement, our principal
  executive offices will be at 151 W. Passaic Street, Rochelle Park, New Jersey 07662. Our principal offices and television studios
  in Brazil are located in the city of S&atilde;o Paulo, state of S&atilde;o Paulo, at Alameda Uapixana, 278 - Planalto Paulista,
  S&atilde;o Paulo, SP CEP: 04085-030, Brazil. &nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our telephone number in the United States is
  (201) 777-3395, and our facsimile number is (352)2600890. Our telephone number in Brazil is +55 (11) 5051-2240.</P>
  
  <P STYLE="font: 12pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  AND MANAGEMENT</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table sets forth information
  regarding the number of shares of our Common Stock beneficially owned, as of March 13, 2013 (following the Merger Agreement), presented
  on a post-transaction basis (assuming conversion of the Series G Convertible Preferred Stock according to the terms of the Merger
  Agreement) by (i) each stockholder who we know to own beneficially 5% or more of our outstanding common stock; (ii) all directors;
  (iii) all nominees for director; (iv) our executive officers; and (v) all executive officers and directors as a group. Except as
  otherwise indicated, we believe, based on information furnished by such persons, that each person listed below has sole voting
  and investment power over the shares of common stock shown as beneficially owned, subject to community property laws, where applicable.
  Beneficial ownership is determined under the rules of the SEC and includes any shares which the person has the right to acquire
  within 60 days after March 13, 2013 through the exercise of any stock option, warrant or other right.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Arial, Helvetica, Sans-Serif; background-color: white; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 26%"><FONT STYLE="font: 11pt Times New Roman, Times, Serif"><B>Name of Beneficial Owners&nbsp;</B></FONT></TD>
      <TD STYLE="width: 27%"><FONT STYLE="font: 11pt Times New Roman, Times, Serif"><B>Title/Status&nbsp;</B></FONT></TD>
      <TD STYLE="width: 33%"><P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0"><B>Amount and Nature of</B></P>
          <P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0"><B>Beneficial Ownership</B></P></TD>
      <TD STYLE="width: 14%"><P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0"><B>Percentage</B></P>
          <P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0"><B>of Class<SUP>(1)(2)</SUP></B></P></TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Themistocles Psomiadis<SUP> (3)</SUP></FONT></TD>
      <TD>
          <P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">Chief Executive Officer</P>
          <P STYLE="font: 12pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">287,000 Series G Convertible Preferred<SUP> (4)</SUP></FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">8%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Andrea Villas Boas<SUP> (5)</SUP></FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">82% Owner, Significant Employee</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">3,280,000 Series G<SUP> </SUP>Convertible Preferred <SUP>(6)</SUP></FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">82%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Alan T. Hawkins <SUP>(7)</SUP></FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Secretary</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">127,000 Series G Convertible Preferred<SUP> (8)</SUP></FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">2%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD>
          <P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">Michael Novielli <SUP>(9)</SUP></P>
          <P STYLE="font: 12pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Director</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">200,000 Series G Convertible Preferred</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">5%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Douglas H. Leighton <SUP>(9)</SUP></FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Director</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">200,000 Series G Convertible Preferred</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">5%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Officers and Directors as a group <SUP>(10)</SUP></FONT></TD>
      <TD STYLE="font-size: 12pt">&nbsp;</TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">520,000 Series G Convertible Preferred</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">15%</FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0in">(1) Based on 2,454,693,045
  shares common stock outstanding and 3,970,746 shares of Series G outstanding after the closing of the Merger Agreement.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0in">(2) Figures presented on
  a post-reverse split, post Series G Convertible Preferred Stock conversion basis, showing anticipated post-transaction ownership,
  according to the terms of the Merger Agreement, to be 40,000,000 shares of common stock issued and outstanding and no preferred
  shares issued and outstanding.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0in">(3) Shares held in the name
  of Themistocles Psomiadis, Themistocles Psomiadis Pension Trust, and Brazilian Investment Group, LLC. Themistocles Psomiadis has
  sole voting and dispositive power over the securities in his name and the name of Themistocles Psomiadis Pension Trust, and shared
  voting and dispositive power over the securities in the name of Brazilian Investment Group, LLC.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">(4) Consisting of 240,000 shares of Series
  G Convertible Preferred Stock pursuant to the Merger Agreement discussed under Item 2.01, convertible to 2,400,000 shares of common
  stock.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">(5) Shares held in the name of Brazil Interactive
  Holdings, LLC. Andrea Villas Boas has voting and dispositive power over the securities.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0in">(6) Consisting of 3,280,000
  shares of Series G Convertible Preferred Stock pursuant to the Merger Agreement discussed under Item 2.01, convertible to 32,800,000
  shares of common stock.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0in">(7) Shares held in the name
  of Alan T. Hawkins and Brazilian Investment Group, LLC. Alan Hawkins has sole voting and dispositive power over the securities
  in his name and shared voting and dispositive power over the securities in the name of Brazilian Investment Group, LLC.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0in">(8) Consisting of 80,000
  shares of Series G Convertible Preferred Stock pursuant to the Merger Agreement discussed under Item 2.01, convertible to 800,000
  shares of common stock.</P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">(9) Shares held in the name Dutchess Opportunity
  Fund II, LP, of which Douglas H. Leighton and Michael Novielli are each managing directors, and each have voting and dispositive
  power over the securities.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">(10) The Series G Convertible Preferred Stock
  held by the officers and directors as a group is convertible into 5,200,000 shares of Common Stock.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: right; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0; text-align: justify">Changes in Control</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">There are no arrangements known to us that may, at a subsequent
  date, result in a change of control of the Company.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">MANAGEMENT</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0"></P>
  
  <P STYLE="font: 12pt Times New Roman Bold Italic,serif; margin: 0">Directors, Executive Officers and Key Employees</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following individuals serve as the executive
  officers and key employees of our Company as of the Closing Date of the Merger Agreement. The executive officers of our Company
  are appointed by our board of directors and hold office as set forth in their respective employment agreements or until their earlier
  death, resignation or removal from office.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="width: 70%; font: 12pt Arial, Helvetica, Sans-Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 39%; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Name</FONT></TD>
      <TD STYLE="width: 4%; padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="width: 57%; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Position</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Themistocles Psomiadis</FONT></TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Chief Executive Officer,
  Director</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Jesus Quintero</FONT></TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Chief Financial Officer</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Alan T. Hawkins</FONT></TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Secretary</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Andrea Villas Boas</FONT></TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Key Employee</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Michael  Novielli</FONT></TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Director</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Douglas H. Leighton</FONT></TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">Director</FONT></TD></TR>
  </TABLE>
  
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Themistocles Psomiadis</B> -&nbsp;&nbsp;<FONT STYLE="font: 12pt Times New Roman, Times, Serif; color: black">From
  December, 2012 to the present, Mr. Psomiadis has served as CEO and chairman of Brazil Interactive Media, Inc.&nbsp;Under the Merger
  Agreement, Mr. Psomiadis has also been appointed as CEO and director of the Company beginning on the Closing Date. From June,
  2011 to September, 2012, Mr. Psomiadis was a consultant to Brazil Interactive Media&rsquo;s Brazilian subsidiary EsoTV with Brazilian
  Investment Group, LLC. From 1970 to 2010, Mr. Psomiadis worked in the financial sector, serving as CFO of County Trust Company
  from 1970 to 1980 and from 2005 to 2010 with New York Life, where he was a partner. Also during that time, he started
  and developed several financial businesses.&nbsp;From 2009 to the present, he has served as executive director of Brazilian Investment
  Group, LLC. Mr. Psomiadis attended New York University and holds general securities Series 7, Series 63 and Series 66 licenses.
  He is fluent in English, Brazilian Portuguese, Spanish and Greek.</FONT></P>
  
  
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Jesus Quintero, CPA</B> -&nbsp;&nbsp;From
  January, 2013 to the present, Mr. Quintero has served as Brazil Interactive Media&rsquo;s Chief Financial Officer. Under the Merger
  Agreement, Mr. Quintero has also been appointed as the CFO of the Company beginning on the Closing Date. From 2011 to the present,
  Mr. Quintero has served as a financial consultant to several multi-million dollar businesses in South Florida. He has extensive
  experience in public company reporting and SEC/SOX compliance, and held senior finance positions with Avnet, Inc. (NYSE:AVT),
  Latin Node, Inc., Globetel Communications Corp. (AMEX:GTE) and Telefonica of Spain. His prior experience also includes tenure
  with PriceWaterhouse and Deloitte &amp; Touche. Mr. Quintero earned a B.S. in Accounting from St. John&rsquo;s University and
  is a certified public accountant. He is fluent in English and Spanish, and conversant in Brazilian Portuguese.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: right">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Alan T. Hawkins</B> -&nbsp;From September
  2012 to the present, Mr. Hawkins has served as general counsel to Brazil Interactive Media, and under the Merger Agreement, has
  been appointed as the corporate secretary and general counsel of the Company beginning on the Closing Date. Mr. Hawkins is a practicing
  attorney representing venture capital funds in operational, corporate and tax law matters, and representing private companies
  in transactional, corporate finance, venture capital, and general corporate matters. From 2009 to the present, he has been a managing
  director at Brazilian Investment Group, LLC. Mr. Hawkins earned a JD from the University of Florida School of Law in Gainesville,
  where he also studied Latin American Business and Language. He received his BA in Language from Fort Lewis College. Mr. Hawkins
  is a member of the Florida Bar Association. He is fluent in English, Brazilian Portuguese and Spanish.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Andrea Villas Boas - From November 28, 2012
  until the present, Ms. Villas Boas has served as a director and key employee of Brazil Interactive Media, Inc. and due to the Merger
  Agreement, became the majority beneficial shareholder of the Company. From 2011 to the present, she has served as a key employee,
  managing human resources for the Company&rsquo;s Brazilian subsidiary. From 1994 to 2001, Ms. Villas Boas worked as human resources
  manager at Chase Manhattan Bank in S&atilde;o Paulo, Brazil. From 2001 to 2004, she served as director of human resources at ING
  Bank in S&atilde;o Paulo. From 2005 to the present, she has provided consulting services to Brazilian banks and businesses with
  Minds and Methods, a Brazilian human resources and management consulting firm she founded in 2005. From 2007 to 2009, she served
  as a director of the Brazilian Human Resources Association. Ms. Villas Boas earned her MBA in Human Resources from the University
  of S&atilde;o Paulo&rsquo;s FIA Business School in 2000 and was awarded her undergraduate degree in psychology from the Catholic
  University of S&atilde;o Paulo in 1988.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Michael Novielli</B> &ndash; Since 1996
  to the present, Mr. Novielli has served as a Managing Partner of Dutchess Capital, where he co-managed an investment portfolio
  of $125 million in assets and has made over $200 million in principal investments in emerging growth companies, within the U.S.
  domestic as well as global markets.&nbsp;Mr. Novielli co-manages risk assessment, oversees investment opportunities and deal origination
  in Asia and Latin America, as well as the firm&rsquo;s legal and compliance matters. He is also a member of Dutchess&rsquo;s investment
  committee and has 21 years of experience in securities, investment banking and asset management. Prior to founding Dutchess, Mr.
  Novielli began his investment career with PaineWebber and Co., where he served from 1992 to 1995. He received a Bachelor of Science
  degree in Business from the University of South Florida.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  
  <!-- Field: Page; Sequence: 17 -->
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Douglas H. Leighton</B> - Since 1996
  to the present, Mr. Leighton has served as a Managing Partner of Dutchess Capital, where he co-managed an investment
  portfolio of $125 million in assets and has made over $200 million in principal investments in emerging growth companies,
  within the U.S. domestic as well as global markets. Mr. Leighton co-manages risk assessment, oversees investment
  opportunities and deal origination in North America, Europe and Australia, as well as trading and investor relations. He is
  also a member of Dutchess&rsquo;s investment committee and has 22 years of experience in trading, investment banking and
  asset management. Prior to founding Dutchess, from 1990 to 1996, Mr. Leighton was president of Beacon Capital, a Boston-based
  investment banking firm. He received a combined Bachelor of Arts and Bachelor of Science in Economics and Finance from the
  University of Hartford.&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Family Relationships</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">There are no family relationships between any of our directors or
  executive officers.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Involvement in Certain Legal Proceedings</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">None of our directors, executive officers,
  promoters or control persons has been involved in any of the following events during the past five years:</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">1. Any bankruptcy petition filed by or against any business of which
  such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">2. Any conviction in a criminal proceeding or being subject to a
  pending criminal proceeding (excluding traffic violations and other minor offences);&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">3. Being subject to any order, judgment, or decree, not subsequently
  reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending
  or otherwise limiting his involvement in any type of business, securities or banking activities; or</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">4. Being found by a court of competent jurisdiction (in a civil
  action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state
  securities or commodities law, and the judgment has not been reversed, suspended, or vacated.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Meetings of the Board</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">Our board of directors meets on a quarterly basis.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Board Committees</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our board of directors does not have any committees.&nbsp;&nbsp;However,
  at such time in the future that we appoint independent directors to the board, we expect to form the appropriate board committees.</P>
  
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 18 -->
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  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0"></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Director Independence</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We do not have any independent directors.&nbsp;&nbsp;Our
  determination of independence of directors is made by using the definition of &ldquo;independent director&rdquo; contained under
  Rule 5605(a)(2) of the NASDAQ Marketplace Rules.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">EXECUTIVE COMPENSATION</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of the present time, Brazil Interactive
  Media has not entered into employment agreements with any of its executive management team and is not paying any executive compensation.
  However, the Company intends to enter into employment agreements with its officers and executive management in the near future.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman, Times, Serif; margin: 0">Employment Contracts</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of the present time, Brazil Interactive
  Media has not entered into employment agreements with any of its executive management team and is not paying any executive compensation.
  However, the Company intends to enter into employment agreements with its officers and management in the near future.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Director Compensation</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">In the three most recent fiscal years, the Company has not paid
  any cash or other type of compensation to any Directors.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: right; text-indent: 0.5in">&nbsp;&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
  AND DIRECTOR INDEPENDENCE</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Certain key management personnel hold positions
  in another entity that results in them having control or significant influence over the financial or operating policies of that
  entity.&nbsp; That entity transacted with the Company in the reporting period.&nbsp; The terms and conditions of the transactions
  with key management personnel were no more favorable than those available, or which might reasonably be expected to be available,
  on similar transactions to non-key management personnel related entities on an arm&rsquo;s length basis.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">LEGAL PROCEEDINGS</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We know of no material, active or pending legal
  proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings
  in which any of our directors, officers or affiliates,
  or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.</P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY
  AND RELATED STOCKHOLDER MATTERS</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company's Common Stock is traded on the
  Over-the-Counter Pink Sheets under the symbol &quot;NAWL.&quot; The following table sets forth the high and low closing prices
  per share for the Company's Common Stock for the prior three years:</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Arial, Helvetica, Sans-Serif; background-color: white; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 41%; font-size: 12pt; font-weight: bold; text-align: center">&nbsp;</TD>
      <TD STYLE="width: 30%; text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">HIGH</FONT></TD>
      <TD STYLE="width: 29%; text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">LOW</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Fiscal Year 2009:</FONT></TD>
      <TD STYLE="font-size: 12pt">&nbsp;</TD>
      <TD STYLE="font-size: 12pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">First Quarter</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0003</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0001</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Second Quarter</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0008</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0001</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Third Quarter</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0007</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0002</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Fourth Quarter</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0005</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0002</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Fiscal Year 2010:</FONT></TD>
      <TD STYLE="font-size: 12pt">&nbsp;</TD>
      <TD STYLE="font-size: 12pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">First Quarter</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0003</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0001</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Second Quarter</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0004</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0002</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Third Quarter</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0007</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0001</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Fourth Quarter</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0006</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0002</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Fiscal Year 2011:</FONT></TD>
      <TD STYLE="font-size: 12pt">&nbsp;</TD>
      <TD STYLE="font-size: 12pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">First Quarter</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0004</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0002</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: justify"><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Second Quarter</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0002</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0001</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Third Quarter</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0002</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0001</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">Fourth Quarter</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0001</FONT></TD>
      <TD><FONT STYLE="font: 11pt Times New Roman, Times, Serif">0.0001</FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 12pt Times New Roman Italic,serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Holders</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of June 30, 2012, there were over 600 holders
  of record of the Company&rsquo;s common stock. Pacific Stock Transfer Company, of 4045 S. Spencer Street, Suite 403, Las Vegas,
  Nevada 89119, (702) 361-3033 (Phone), (702) 433-1979 (Fax), is the transfer agent for the Company&rsquo;s common stock.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to the Merger Agreement, the Company
  will perform a reverse stock split of the Company&rsquo;s common stock on a ratio of one share for every eight thousand four hundred
  and eighty (8,484) shares issued and outstanding on the record date. The approximate record date of the reverse stock split will
  be March 30, 2013, upon determination of the Board of Directors.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Prior to the Closing Date of the Merger Agreement,
  the Company converted 3,190 shares of its issued and outstanding preferred stock to ordinary common stock, consisting of 75 shares
  of </P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Series C Convertible Preferred Stock issued and outstanding, and 3,115 shares of Series E Convertible Preferred Stock.&nbsp;&nbsp;As
  a result, as of March 13, 2013, the Company had 2,454,693,045 shares of the Company&rsquo;s common stock issued and outstanding,
  and 3,970,746 shares of the Company&rsquo;s Series G Convertible Preferred Stock issued and outstanding, held by 11 shareholders.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our current authorized capitalization consists
  of 5,000,000,000 shares of common stock, par value $0.00001, and 15,000,000 shares of preferred stock, par value $0.01.&nbsp;&nbsp;However,
  pursuant to the terms of the Merger Agreement, the Company will file a Certificate of Amendment to decrease our authorized capitalization
  to 100,000,000 shares of common stock, par value $0.00001, and 5,000,000 shares of preferred stock, par value $0.01.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to the Merger Agreement, the majority
  shareholder of the Company is Brazil Interactive Holdings, LLC, a Delaware holding company wholly-owned by Andrea Villas Boas.
  Prior to the&nbsp; Closing Date of the Merger Agreement, Brazil Interactive Holdings, LLC was the majority shareholder in Brazil
  Interactive Media, Inc., the private Delaware company which merged into NatureWell, Incorporated&rsquo;s wholly-owned subsidiary.
  Ms. Villas Boas received her interest in Brazil Interactive Holdings, LLC from its previous owner, Jos&eacute; Percival Palesel,
  by means of an assignment agreement dated December 6, 2012.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Common Stock</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We are currently authorized to issue 5,000,000,000
  shares of common stock, par value $0.00001.&nbsp;As of March 13, 2013, 2,454,693,045 common shares were issued and outstanding.&nbsp;However,
  under the terms of the Merger Agreement, the Company will file a Certificate of Amendment to decrease its authorized capital to
  consist of 100,000,000 shares of common stock, par value $0.00001.&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0">Warrants</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">None.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Dividend Policy</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have not paid any cash dividends on Series
  G Convertible Preferred Stock and we have no intention of paying any dividends on our shares of common stock in the near future.
  Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future
  dividend policy will be determined from time to time by our board of directors.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Securities Authorized for Issuance Under Equity
  Compensation Plans</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Not applicable.</P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">RECENT SALES OF UNREGISTERED SECURITIES</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For information about recent sales of unregistered
  securities, see Item 3.02 of this Current Report on Form 8-K.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">DESCRIPTION OF SECURITIES</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company had 2,448,665,750 common shares
  issued and outstanding as of March 13, 20103 as a result of the conversion of 3,190 shares of preferred stock in connection with
  the closing of the Merger Agreement. Our authorized capitalization consists of 5,000,000,000 shares of common stock, $0.00001 par
  value. The following summary description of the capital stock describes the material terms of our capital stock.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: italic bold 12pt Times New Roman Bold Italic,serif; margin: 0">Common Stock</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The holders of our common stock are entitled
  to one vote per share on all matters for which shareholders are able to vote. The holders of our common stock are not entitled
  to cumulative voting rights. Therefore, the holders of a majority of the shares voting in the election of directors can elect all
  of the directors then standing for election, subject to the rights of the holders of preferred stock, if and when issued. The holders
  of common stock have no preemptive or other subscription rights.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The holders of our common stock are entitled
  to receive dividends, if they are ever declared by the Board of Directors from legally available funds, with each share of common
  stock sharing equally in the dividends. The possible issuance of preferred stock with a preference over common stock as to dividends
  could impact the dividend rights of holders of our common stock.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">There are no redemption provisions with respect
  to our common stock. All outstanding shares of common stock are fully paid and non-assessable.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The by-laws provide that the number of directors
  shall be fixed by the board of directors. Any director of the Company may be removed from office with or without cause by the holders
  of a majority of the outstanding shares of the Company entitled to vote at an election of directors.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">INDEMNIFICATION OF OFFICERS AND DIRECTORS</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our directors and officers are indemnified
  as provided by the Delaware Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange
  Commission, indemnification for liabilities arising under the Act is against public policy as expressed in the Act, and is, therefore,
  unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers,
  or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel
  the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy
  to a court of appropriate jurisdiction. We will then be governed by the court&rsquo;s decision.</P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">At present, there is no pending litigation
  or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted.
  We are not aware of any threatened litigation or proceeding that may result in a claim for indemnification by any director or officer.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
  ON ACCOUNTING AND FINANCIAL DISCLOSURE</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">There were no changes in accounting principles
  or disagreements with our auditors regarding applications of any accounting principles during the fiscal years ended June 30, 2012
  and 2011.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">FINANCIAL STATEMENTS AND EXHIBITS</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">See Item 9.01 below, which is incorporated
  by reference herein.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0">Item 3.02 Unregistered Sales of Equity Securities.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In connection with the closing of the Merger
  Agreement on March 13, 2013, the Company issued 3,740,000 shares of the Company&rsquo;s Series G Convertible Preferred Stock to
  the Brazil Interactive Media Shareholders in exchange for Brazil Interactive Media Shares.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Due to the Brazil Interactive Media Shareholder's
  sophistication and the nature of the transaction, the issuances are exempt from registration under the Securities Act of 1933 pursuant
  to Section 4(2) thereunder. The exchange of the Brazil Interactive Media Shares for Series G Convertible Preferred Stock also qualifies
  as an the exemption from registration pursuant to Rule 506 of Regulation D promulgated under the Act.&nbsp;&nbsp;The facts relied
  upon to make the exemption were, among other things, the representations made by the parties to the Merger Agreement, that there
  was no general solicitation and the limited number of participants.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0">Item 5.01 Changes in Control of Registrant</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As set forth in more detail in Item 2.01 above,
  which information is hereby incorporated by referenced into this Item 5.01, as of the Closing Date, former Brazil Interactive Media
  Shareholders hold approximately 93.5% of the issued and outstanding Series G Convertible Preferred Stock and control the post-exchange
  Company.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0">Item 5.02 Departure of Directors or Certain Officers; Election of
  Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In conjunction with the Merger Agreement, James
  R. Arabia resigned from his positions as Chief Executive Officer and director, and Matthew Malesek resigned as director, effective
  as of the Closing Date.&nbsp;&nbsp;Themistocles Psomiadis was appointed to serve as Chief Executive Officer, Jesus Quintero was
  appointed as the Chief Financial Officer and Alan T. Hawkins was appointed to serve as secretary.&nbsp;&nbsp;A description of the
  business experience of the individuals named above over the past five years can be found in Item 2.01 of the Current Report. Mr.
  Arabia and Mr. Malesek</P>
  
  
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  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">will be replaced on the Company&rsquo;s board
  of directors by Messrs. Themistocles Psomiadis and Michael A. Novielli.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Item 5.03 Amendments to Articles of Incorporation
  or Bylaws; Change in Fiscal Year.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Under the Merger Agreement, the Company will
  file a Certificate of Amendment to amend its Articles of Incorporation in order to change its name to Brazil Interactive Media,
  Inc. and to decrease the Company&rsquo;s authorized capital stock from 5,000,000,000 to 100,000,000.&nbsp;&nbsp;These amendments
  to the Company&rsquo;s Articles of Incorporation have been previously approved by shareholders of the Company owning approximately
  52% of the Company&rsquo;s outstanding common stock.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In addition, the Company&rsquo;s Board of Directors
  has determined to change the Company&rsquo;s fiscal year end to December 31, which is the fiscal year end of Brazil Interactive
  Media, the accounting acquirer.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0">Item 5.06 Change in Shell Company Status.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Upon completion of the transactions contemplated
  by the Merger Agreement, which are described in more detail in Item 2.01 above, management has determined that, as of the Closing
  Date, the Company has ceased to be a shell company as defined in Rule 12b-2 of the United States Securities Exchange Act of 1934,
  as amended.&nbsp;&nbsp;Prior to the Closing Date, the Company had no or nominal operation or assets.&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0">Item 9.01. Financial Statements and Exhibits.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0">Exhibit No. Description</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Arial, Helvetica, Sans-Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 6%; padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">2.1</FONT></TD>
      <TD STYLE="width: 2%; padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt">&nbsp;</TD>
      <TD STYLE="width: 92%; padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt"><FONT STYLE="font-family: Times New Roman, Times, Serif"><A HREF="ex2_1mergeragreement.htm">Merger Agreement dated March 13, 2013</A></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">99.1</FONT></TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt"><FONT STYLE="font-family: Times New Roman, Times, Serif"><A HREF="ex99_1financial.htm">Audited Financial statements for the fiscal year ended June 30, 2012 and 2011 and related notes.</A></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 24 -->
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      <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
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  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">SIGNATURE</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to the requirements of the Securities
  Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">Date:&nbsp; March 20, 2013</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0">NatureWell, Incorporated&nbsp;&nbsp;&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman Italic,serif; margin: 0">/s/Themistocles Psomiadis</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">Chief Executive Officer</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">EXHIBIT INDEX</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0">Exhibit No.&nbsp;&#9;Description</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Arial, Helvetica, Sans-Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 6%; padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">2.1</FONT></TD>
      <TD STYLE="width: 2%; padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt">&nbsp;</TD>
      <TD STYLE="width: 92%; padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt"><FONT STYLE="font-family: Times New Roman, Times, Serif"><A HREF="ex2_1mergeragreement.htm">Merger Agreement dated March 13, 2013</A></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt"><FONT STYLE="font-family: Times New Roman, Times, Serif">99.1</FONT></TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt">&nbsp;</TD>
      <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-size: 12pt"><FONT STYLE="font-family: Times New Roman, Times, Serif"><A HREF="ex99_1financial.htm">Audited Financial statements for the fiscal year ended June 30, 2012 and 2011 and related notes.</A></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"></P>
  
  
  
  <P STYLE="margin: 0"></P>
  
  </BODY>
  </HTML>
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metadata_filer: {"company-data": {"conformed-name": "NATUREWELL INC", "cik": "0000945617", "assigned-sic": "2835", "irs-number": "942901715", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26108", "film-number": "13707734"}, "business-address": {"street1": "7855 IVANHOE AVE", "street2": "SUITE 322", "city": "LA JOLLA", "state": "CA", "zip": "92037", "phone": "858/454-6790"}, "mail-address": {"street1": "7855 IVANHOE AVE", "street2": "SUITE 322", "city": "LA JOLLA", "state": "CA", "zip": "92037"}, "former-company": {"former-conformed-name": "LA JOLLA DIAGNOSTICS INC", "date-changed": "19950523"}}
text: SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, DC 20549
  FORM 8-K
  CURRENT REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934
  March 20, 2013 (March 13, 2010)
  Date of Report (Date of earliest event reported)
  NATUREWELL, INCORPORATED
  (Exact name of registrant as specified in its
  charter)
  Delaware
  (State or other jurisdiction of
  incorporation)
  0-26108
  (Commission File No.)
  94-2901715
  (IRS Employer Identification
  No.)
  110 West C Street, San Diego, California
  92101
  (Address of principal executive offices)
  Registrant's telephone number, including
  area code: (201) 777-3395
  N/A
  (Former name or former address, if changed since
  last report.)
  Check the appropriate box below if the Form 8-K filing is intended
  to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
  £
  Written
  communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  £
  Soliciting
  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  £
  Pre-commencement
  communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  £
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  This
  Current Report on Form 8-K of NatureWell, Incorporated, a Delaware Corporation (the "Company"), as well as other filings
  with the Securities and Exchange Commission ("
  SEC
  ")
  and the Company's press releases contain statements relating to future results, plans, assumptions, assessments and information,
  including certain projections and business trends, that constitute "
  Forward-Looking
  Statements
  " within the meaning of the Private Securities
  Litigation Reform Act of 1995.
  Forward-looking statements include statements
  concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other
  statements that are other than statements of historical facts. Certain statements contained herein are forward-looking statements
  and, accordingly, involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed
  in such forward-looking statements, including, without limitation, risks related to our business and risks associated with our
  securities. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company
  to have a reasonable basis, including without limitations, management's examination of historical operating trends, and data
  contained in the Company's records and other data available from third parties. There can be no assurance that management's
  expectations, beliefs or projections will be achieved or accomplished. Certain risks and uncertainties may cause actual results
  to be materially different from projected results contained in forward-looking statements in this Current Report and in other disclosures.  The
  Company's future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed
  in the Company's other filings with the SEC. Actual results may differ materially from those expressed or implied by forward-looking
  statements. The Company disclaims any obligation to revise any forward-looking statements to reflect the occurrence, or lack thereof,
  of events or circumstances after the date such forward-looking statements were made, except as required by law.
  Explanatory Note
  Under the Agreement and Plan of Merger (the
  "Merger Agreement"), as described more fully below, NatureWell, Incorporated ("NatureWell" or "Company")
  became the ultimate parent company of Brazil Interactive Media, Inc., a Delaware corporation ("Brazil Interactive Media").
  Under the terms of the Merger Agreement, the Company will file a Certificate of Amendment to change its name to "Brazil Interactive
  Media, Inc.", and Brazil Interactive Media will change its name to "BIMI, Inc." The Company will also decrease
  its authorized capital from 5,000,000,000 shares of common stock, par value $0.00001, and 15,000,000 shares of preferred stock,
  par value $0.01, to 100,000,000 shares of common stock, par value $0.0001, and 5,000,000 shares of preferred stock, par value $0.0001.
  Unless otherwise provided in this Current Report
  on Form 8-K, all references in this Current Report to "we," "us," "Company," "our,"
  "Brazil Interactive Media, Inc.," or the "Registrant" refer to the combined entity, NatureWell together
  with its wholly-owned subsidiary, Brazil Interactive Media, and Brazil Interactive Media's Brazilian subsidiary, Brazil Interactive
  Media Participações, Ltda. Unless otherwise indicated in this Current Report, all references in
  2
  this Current Report to the Company's
  Board of Directors shall refer to the Board of Directors of NatureWell, which was appointed in conjunction with the closing of
  the Merger Agreement. The business operations of Brazil Interactive Media, Inc. following the transaction consist of those of its
  Delaware subsidiary, Brazil Interactive Media, and Brazil Interactive Media's subsidiary located in the Federal Republic
  of Brazil.
  Item 1.01
  Entry Into a Material Definitive Agreement
  On March 13, 2013 (the "Closing Date"),
  NatureWell, Incorporated, a Delaware corporation, entered into the Merger Agreement with Brazil Interactive Media, Inc., a Delaware
  corporation, and the Company's wholly-owned subsidiary, BIMI Acquisition Corp., a Delaware corporation incorporated by the
  Company on February 20, 2013 specifically for the purpose of consummating the Merger Agreement (the "Merger Sub"),
  pursuant to which the Company acquired all of the issued and outstanding shares of Brazil Interactive Media (the "Brazil
  Interactive Media Shares"). Prior to entering into the Merger Agreement, there was no relationship between the Company
  or its affiliates and Brazil Interactive Media, other than in respect of the Merger Agreement and the transactions contemplated
  thereby.
  The Merger Agreement is discussed in more detail
  in Item 2.01 below, which information is hereby incorporated by reference into this Item 1.01. The description of the Merger
  Agreement in this Current Report is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of
  which is filed as Exhibit 2.1 to this Current Report, and which is hereby incorporated by reference into this Item 1.01. Capitalized
  terms used herein not otherwise defined shall have the meanings assigned to them in the Merger Agreement.
  Item 2.01
  Completion or Acquisition or Disposition of Assets
  On the Closing Date, the Company entered into
  the Merger Agreement with the Company's Merger Sub and Brazil Interactive Media. In accordance with the Merger Agreement,
  the shareholders of Brazil Interactive Media (the "Brazil Interactive Media Shareholders") were issued an aggregate
  of 3,740,000 shares of Series G Convertible Preferred Stock of the Company (the "Series G Convertible Preferred Stock")
  in exchange for all of the issued and outstanding Brazil Interactive Media Shares, or approximately 4 shares of the Company's
  Series G Convertible Preferred Stock for every Brazil Interactive Media share held by the Brazil Interactive Media Shareholders
  (the "Share Exchange").
  On the Effective Date of the Merger, as provided
  for in the Merger Agreement, Brazil Interactive Media will file a certificate of merger with the state of Delaware, causing the
  merger of the Merger Sub into Brazil Interactive Media pursuant to Delaware Law. Brazil Interactive Media will be the surviving
  company, and Brazil Interactive Media will become a wholly-owned subsidiary of NatureWell. Subsequently, Brazil Interactive Media's
  name will be changed to BIMI, Inc., and NatureWell's name will be changed to Brazil Interactive Media, Inc.
  3
  The Merger Agreement further provided that
  after the Closing Date, the Company will perform a reverse merger at a ratio of 8,484 to one, and subsequently convert all issued
  and outstanding Series G Convertible Preferred Stock to Company common stock at a ratio of one to ten. Pursuant to the conversion
  ratios in the Merger Agreement, after the reverse merger and conversion of Series G Convertible Preferred Stock to common stock,
  the former Brazil Interactive Media Shareholders will hold approximately 93.5% of the issued and outstanding Common Stock of the
  Company and the remaining 6.5% will be owned by the Company's pre-merger shareholders.
  As a condition to closing of the Merger Agreement,
  the Company has requested that the Series G Convertible Preferred Stock issued pursuant to the Share Exchange, and the Common Stock
  to be newly issued upon its conversion, will be subject to a voluntary Lock Up and Leak Out Agreement between the Company and certain
  shareholders.
  Prior to the Closing Date, the Company converted
  3,190 shares of its issued and outstanding preferred stock to common stock, consisting of 75 shares of Series C Convertible Preferred
  Stock issued and outstanding, and 3,115 shares of Series E Convertible Preferred Stock. As a result, on the Closing Date, 2,454,693,045
  shares of the Company's common stock were issued and outstanding, and 3,970,746 shares of the Company's Series G Convertible
  Preferred Stock were issued in connection with the Merger Agreement. Our current authorized capitalization consists of 5,000,000,000
  shares of common stock, par value $0.00001, and 15,000,000 shares of preferred stock, par value $0.01.  However, pursuant
  to the terms of the Merger Agreement, the Company will file a Certificate of Amendment to decrease our authorized capitalization
  to 100,000,000 shares of common stock, par value $0.00001, and 5,000,000 shares of preferred stock, par value $0.01.
  Under the Merger Agreement, Brazil Interactive
  Media will become a wholly owned subsidiary of NatureWell, and Brazil Interactive Media will continue to own its assets and operate
  its business as a wholly-owned subsidiary.
  As a result of the Merger Agreement, Mr. James
  R. Arabia and Mr. Matthew Malesek resigned as Chief Executive Officer and Chief Financial Officer, respectively, and as directors
  of the Company. Also as a result of the Merger Agreement, Mr. Themistocles Psomiadis became the Chief Executive Officer and a director
  of the Company.
  For accounting purposes, we will account for
  the assets and liabilities of the Company and Brazil Interactive Media on a consolidated basis at their historical cost, as presented
  in Exhibit 99.1.
  We will begin to file annual and quarterly
  reports based upon the fiscal year-end of Brazil Interactive Media, which is December 31.
  4
  FORM 10 INFORMATION
  THE BUSINESS
  Corporate Overview
  NatureWell, Incorporated, a Delaware corporation
  formed on September 24, 2001, is a public company quoted on the Over-the-Counter "Pink Sheets" under the symbol "NAWL."
  The Company was formerly engaged in the research and development of healthcare products intended for a variety of conditions. On
  May 9, 2008 the Company completed the sale of essentially all of its assets. As a result of the sale of its assets, the Company
  became a shell company as defined under Rule 12b-2 of the Exchange Act.
  On March 13, 2013, the Company entered into
  the Merger Agreement with Brazil Interactive Media, as described above. In accordance with the terms of the Merger Agreement,
  the Company issued 3,740,000 shares of Series G Convertible Preferred Stock to the Brazil Interactive Media Shareholders, which
  constitutes approximately 94% of the post-exchange issued and outstanding Series G Convertible Preferred Stock, and will be converted
  into the Company's common stock at a conversion rate that equals approximately 93.5% of the post-transaction issued and outstanding
  common stock.
  Under the terms of the Merger Agreement, the
  Company will proceed to change its corporate name to Brazil Interactive Media, Inc. and intends to seek a new stock symbol that
  more appropriately reflects the name of the Company.
  Corporate History of Brazil Interactive Media
  Brazil Interactive Media, Inc. ("Brazil
  Interactive Media"), a corporation organized under the laws of Delaware on September 11, 2012, is the parent of Brazil Interactive
  Media Participações, Ltda., a Brazilian holding company, which through its wholly-owned subsidiary EsoTV Promoção
  Publicidade Licenciamento e Comércio Ltda. ("EsoTV"), combines live television broadcasts with a telecommunications
  component to create live, interactive television programming for the Brazilian viewing public. Brazil Interactive Media, Brazil
  Interactive Media Participações, Ltda. and EsoTV shall be collectively referred to herein as "Brazil Interactive
  Media". Brazil Interactive Media's Brazilian subsidiary, EsoTV, was founded and commenced operations in 2008.
  Using its São Paulo, Brazil-based studios,
  Brazil Interactive Media has created a broadcast platform enabling the Company to live feed its proprietary interactive programming
  to the entire Brazilian television market. The Company creates income by generating telephone call traffic through co-billing contracts
  with Brazilian telecommunications providers.
  Current Business of our Company
  As of March 13, 2013, the Company, through
  its wholly-owned subsidiary, Brazil Interactive
  5
  Media, commenced the business of producing
  live TV shows with an interactive telephone calling component using its own unique and proprietary program formats that include
  quiz shows, games, psychics and adult entertainment. The Company's program content reaches the nationwide Brazilian television
  audience via an in-studio satellite signal uplink to a variety of Brazilian TV broadcast networks.
  At its facilities in São Paulo, Brazil,
  the Company operates two modern television studios, producing and transmitting via satellite live television content to TV stations
  throughout Brazil. The Company has the capacity to broadcast the same signal throughout Latin America. Through the negotiation
  and purchase of block television time for strategic times and networks, the Company is able to distribute its content directly
  to its target audience throughout Brazil. Brazil Interactive Media currently leases two satellite uplinks and produces three daily
  live shows, providing 13 hours of live television program content daily. Brazilian television viewers participate in the shows
  in real time through "pay-per-calls". The Company's Brazilian telecommunications partners charge audience participants
  various per-minute rates for the incoming calls and share a portion of the revenue with the Company.
  Patents and Trademarks
  The Company has applied for several trademarks with the Brazilian
  patent and trademark office.
  Competition
  The Company is unaware of any direct competitors
  in the Brazilian television market.
  Employees
  As of the Closing Date, the Company had 36
  full-time employees and no part-time employees. None of our employees are represented by a union. We believe that our relationship
  with all of our employees is good.
  Regulatory Approvals Required
  None.
  REPORTS TO SECURITY HOLDERS
  We are required to file annual, quarterly and
  current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available
  to the public over the internet at the Securities and Exchange Commission's website at
  http://www.sec.gov
  .
  The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange
  Commission's Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation
  of the Public Reference Room by calling the Securities and Exchange Commission at
  6
  1-800-732-0330. The SEC also maintains an Internet
  site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with
  the SEC, at
  http://www.sec.gov
  .
  A copy of any public filing is also available,
  at no charge, by contacting us at telephone no. (201) 777-3395.
  RISK FACTORS
  You should carefully consider the risks described
  below together with all of the other information included in this Current Report before making an investment decision with regard
  to our securities. The statements contained in or incorporated into this Current Report that are not historic facts are forward-looking
  statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth
  in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or
  results of operations could be harmed. In that case, the trading price of our common stock could decline.
  Risks Relating to Our Business
  Our success depends on our management team,
  the loss of any of whom could disrupt our business operations.
  We believe that our continued success will
  depend to a significant extent upon the efforts and abilities of our management team, particularly our CEO, Themistocles Psomiadis,
  and our CFO, Jesus Quintero.  We cannot ensure that we will be able to retain the services of such officers and our failure
  to retain them could adversely affect our operations.  We do not currently have employment agreements executed with these
  two executives but anticipate entering into such agreements definitively in the near future. Further, we do not currently carry
  key-man life insurance on any of our executive officers.
  If our products and services do not achieve
  market acceptance, our business will be materially and adversely affected.
  Our success will depend upon widespread market
  acceptance of our product and any future products and services which we may offer.  There can be no assurance as to the
  overall acceptance by our targeted customers of the product and services that we offer. There can be no assurance that the market
  for these products and/or services will develop or be sustained.
  We may not be able to manage our growth effectively.
  The expansion necessary for us to fully exploit
  the market for our products and services requires an effective planning and management process.  Growth, if it occurs,
  will likely place a significant strain on our managerial, operational and financial resources.  To manage our growth,
  we must implement and improve our operational system and expand, train and manage our
  7
  employee base.  There can be no assurance
  that our systems, procedures or controls will be adequate to support operations or that management will be able to achieve the
  expansion necessary to fully exploit the market for our products and services, and the failure to do so would have a material adverse
  effect on our business, operations and financial condition.
  We could be materially adversely affected by
  changes or imbalances in foreign currency exchange and other rates.
  Given the location of our business in the country
  of Brazil, we have significant exposures to risks related to changes in foreign currency exchange rates, and interest rates, which
  can have material adverse effects on our business. For example, significant strengthening of the Brazilian Real relative to the
  U.S. dollar would affect the profitability of our U.S. parent company. In addition, in preparing our consolidated financial statements,
  we translate our revenues and expenses outside the U.S. into U.S. Dollars using the average foreign currency exchange rate for
  the period and the assets and liabilities using the foreign currency exchange rate at the balance sheet date. As a result, foreign
  currency fluctuations and the associated translations could have a material adverse effect on our results of operations.
  Our business outside the U.S. exposes us to
  additional risks that may materially adversely affect our business.
  Our business income is generated outside the
  U.S. We are pursuing growth opportunities for our business in the Federal Republic of Brazil. Operating in a foreign country exposes
  us to political, economic, and other risks, as well as multiple foreign regulatory requirements that are subject to change, including:
  •
  Economic downturns in foreign countries or geographic regions where we have significant operations,
  such as Brazil;
  •
  Economic tensions between governments and changes in international trade and investment policies,
  including imposing restrictions on the repatriation of dividends, especially between the United States and Brazil;
  •
  Foreign regulations restricting our ability to market our products in those countries;
  •
  Differing labor regulations and union relationships;
  •
  Consequences from changes in tax laws;
  •
  Difficulties in obtaining financing in foreign countries for local operations; and
  •
  Political and economic instability, natural calamities, war, and terrorism.
  The effects of these risks may, individually
  or in the aggregate, materially adversely affect our business.
  We may not be able to obtain sufficient capital
  and may be forced to limit the scope of our operations or discontinue operations.
  If adequate additional financing is not available
  when needed, we may not be able to undertake any planned operational expansions and as a result, we may have to modify our business
  plans
  8
  accordingly, or may be required to discontinue
  our business operations. There is no assurance that additional financing will be available to us when needed, or if made available,
  that such will be on terms favorable to us.  Further, any future capital investments could dilute or otherwise materially
  and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or convertible debt securities
  issued by us to obtain financing could have rights, preferences and privileges senior to those granted to existing shareholders.
  If we are not able to adequately protect our
  intellectual property, other parties may develop competing products and/or services that utilize our intellectual property.
  Although we have filed trademark applications
  in Brazil, as of this time we have not yet obtained any registered trademarks or patents over our products.  We intend
  to obtain trademark and copyright law, patent law and trade secret protection for our products and services.  At this
  time, we have submitted several trademark applications to the Brazilian government, to protect our intellectual property, which
  are being processed, however, no assurance can be made that third parties will not develop competing products that imitate or utilize
  our intellectual property.
  In addition, there can be no assurance that
  other parties will not assert infringement claims against us.  Any such claims, with or without merit, could be time
  consuming to defend, result in costly litigation, divert management's attention and resources or require us to enter into
  royalty or licensing agreements.  There can be no assurance that such licenses would be available on commercially reasonable
  terms, if at all, and the assertion or prosecution of any such claims could have a material adverse effect on our business, financial
  condition and operations.
  Risks Associated with our Securities
  Our securities are restricted securities with limited transferability
  Our securities should be considered a long-term,
  illiquid investment. Our common stock has not been registered under the Securities Act of 1933 (the "Act"), and cannot
  be sold without registration under the Act or any exemption from registration. In addition, our common stock is not registered
  under any state securities laws that would permit their transfer. Because of these restrictions, a shareholder will likely find
  it difficult to liquidate an investment in our common stock.
  We are subject to penny stock rules which will
  make the shares of our common stock more difficult to sell.
  We are subject to the SEC's "penny
  stock" rules since our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with
  a per share 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 the 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
  9
  stock held in the customer's account.
  The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally
  or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer's
  confirmation.
  In addition, the penny stock rules require
  that prior to a transaction the broker dealer must make a special written determination that the penny stock is a suitable investment
  for the purchaser and receive the purchaser's written agreement to the transaction. The penny stock rules are burdensome and may
  reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common
  stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their
  securities.
  Our shares of common stock are very thinly
  traded, and the price may not reflect our value and there can be no assurance that there will be an active market for our shares
  of common stock in the future.
  Our shares of common stock are thinly traded.
  Due to the illiquidity, the market price may not accurately reflect the relative value of the Company. There can be no assurance
  that there will be an active market for our shares of common stock either now or in the future. Investors may not be able to liquidate
  their investment or liquidate it at a price that reflects the value of the business. If a more active 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 may not be
  willing to effect transactions in the securities. 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 such shares of common stock as collateral for
  a loans.
  SELECTED FINANCIAL DATA
  Not applicable.
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
  FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS
  The following discussion of the financial condition
  and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto
  included elsewhere in this Report. This Report contains certain forward-looking statements and the Company's future operating results
  could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation,
  statements containing the words "believes", "anticipates," "expects" and the like, constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
  21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, as the Company intends to issue
  "penny stock," as such term is defined in Rule 3a51-1 promulgated
  10
  under the Exchange Act, the Company is ineligible
  to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other
  factors which may cause the actual results, performance or achievements of the Company to be materially different from any future
  results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers
  are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any
  such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by
  reference herein to reflect future events or developments, except as required by the Exchange Act.
  The MD&A discussion set forth below is
  based on the audited financial statements of Brazil Interactive Media Inc. and its subsidiary as of December 31, 2012 and 2011,
  and the related statements of operations, shareholders' equity and cash flows for years ended December 31, 2012 and 2011. A copy
  of these financial statements is attached as Exhibit 99.1 hereto.
  Overview
  Brazil Interactive Media, Inc. ("Brazil
  Interactive Media"), a corporation organized under the laws of Delaware on September 11, 2012, is the parent of Brazil Interactive
  Media Participações, Ltda., a Brazilian holding company, which through its wholly-owned subsidiary EsoTV Promoção
  Publicidade Licenciamento e Comércio Ltda. ("EsoTV"), combines live television broadcasts with an interactive
  telephone calling component using its own unique and proprietary program formats that include quiz shows, games, psychics and adult
  entertainment. Brazil Interactive Media, Brazil Interactive Media Participações, Ltda. and EsoTV shall be collectively
  referred to herein as "BIM". BIM commenced operations in 2011. BIM's program content reaches the nationwide Brazilian
  television audience via an in-studio satellite signal uplink to Brazilian television broadcasting companies. BIM creates income
  by generating telephone call volume and sharing the resulting revenue by means of co-billing contracts with Brazilian telecommunications
  providers.
  At its facilities in São Paulo, Brazil,
  BIM operates two modern television studios, producing and transmitting via satellite live television content to TV stations throughout
  Brazil. BIM has the capacity to broadcast the same signal throughout Latin America. Through the negotiation and purchase of block
  television time for strategic times and networks, BIM is able to distribute its content directly to its target audience throughout
  Brazil. BIM currently leases two satellite uplinks and produces three daily live shows, providing 13 hours of live television program
  content daily. Brazilian television viewers participate in the shows in real time through "pay-per-calls". BIM's
  Brazilian telecommunications partners charge audience participants various per-minute rates for the incoming calls and share a
  portion of the revenue with BIM.
  Results of Operations
  For the years ended December 31, 2012 and 2011
  11
  Revenues
  BIM had revenues of $3,949,624 and $2,035,416
  for the years ended December 31, 2012 and 2011, respectively. Pursuant to the co-billing contracts entered between BIM and Brazilian
  telecommunications providers, BIM obtained its revenues from BIM's portion of charge on the incoming calls related to the
  live shows. The increase by $1,914,208
  during the year of 2012 was due to the revenues in 2011 representing seven-month operation in BIM, which commenced operations in
  June of 2011.
  Cost of Sales
  Cost of sales consists primarily of media cost,
  leasing expenses related to satellite uplinks and other costs directly attributable to the provision of services. During the year
  ended December 31, 2012, BIM had $2,518,980 in cost of sales, or 63.8% of sales revenue. During the year ended December 31, 2011,
  BIM had $1,195,695 in cost of goods sold, or 58.7% of sales revenue. The increase by $1,323,285 during the year of 2012 was due
  to the cost of sales in 2011 representing seven-month operation in BIM, which commenced operations in June of 2011.
  Expenses
  BIM had operating expenses of $1,017,224 and
  $749,989 for the years ended December 31, 2012 and 2011, respectively. The increase by $267,235 during the year of 2012 was due
  to the increase in other taxes by $221,436, the increase in rent by $75,921, and the increase in other general and administrative
  expenses by $110,957. BIM commenced operations in June of 2011 so that the operating expenses in 2011 represented only seven-month
  operation in BIM.
  Income Taxes
  BIM is subject to Brazil enterprises income
  tax at the applicable tax rates on the taxable income as reported in its Brazilian statutory accounts in accordance with the relevant
  enterprises income tax laws applicable to domestic enterprises. During the years ended December 31, 2012 and 2011, BIM had income
  taxes of $303,679 and $19,646, respectively.
  Liquidity and Capital Resources
  Operating Activities
  Net cash used in operating activities was $24,128
  during the year ended December 31, 2012, compared to net cash of $188,544 provided by operating activities during the year ended
  December 31, 2011. Negative cash flow from operation during the year ended December 31, 2012 was due solely to the increase in
  accounts receivable in amount of $354,904. Positive cash flow from operation during the year ended December 31, 2011 was due primarily
  to the net income of $55,880, plus the increase in accounts payable and tax payable in amounts of $405,820 and $81,684, respectively,
  offset by the increase in accounts receivable and prepayments in amount of $176,709 and $178,132, respectively.
  12
  Investing Activities
  Net cash used in investing activities was $8,450
  during the year ended December 31, 2012, due solely to purchase of equipment. There was no cash flow from investing activities
  during the year ended December 31, 2011.
  Financing Activities
  Net cash provided by financing activities was
  $3,334 and $23,561 during the years ended December 31, 2012 and 2011, respectively. Positive cash flow from financing activities
  during the year ended December 31, 2012 was due to proceeds of $67,478 from bank loans, which was $114,860 during the year of 2011,
  offset by the repayment to bank loan in amount of $64,244, which was $91,299 during the year of 2011.
  BIM had cash of 146,331 on hand as of December
  31, 2012, the most readily available recent date. BIM also had working capital surplus in amount of $311,220 as of December 31,
  2012. Current cash on hand and working capital are sufficient to meet BIM's working capital requirements for the next twelve
  month period. However, expansion of BIM's plan of operations is subject to attaining adequate revenue. BIM cannot assure
  investors that adequate revenues will be generated. Without adequate revenues within the next twelve months, BIM still anticipate
  being able to continue with its present activities, but BIM may require financing to achieve operation and growth goals and to
  meet its working capital requirements. If BIM is able to conduct an equity offering, there will be dilution to the current stockholders
  of the Company and to the investors that acquire shares in the offering; and if BIM is able to conduct a debt offering, BIM will
  likely be subject to various covenants on its business operations and may be required to make payments during the term of the securities.
  BIM anticipate that its operational, and general
  and administrative expenses for the next 12 months will total approximately $500,000. BIM also does not expect any significant
  additions to the number of employees, unless financing is raised. The foregoing represents its best estimate of its cash needs
  based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent
  private financings may vary significantly depending upon the exact amount of funds raised and its progress with the execution of
  its business plan.
  Off Balance Sheet Arrangements
  As of December 31, 2012, BIM did not have any
  off balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition,
  changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
  13
  Critical Accounting Policies
  Revenue Recognition
  In accordance with guidance by paragraph 605-10-S99-1
  of the FASB ASC for revenue recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer
  of title has occurred or services have been rendered, the selling price is fixed or determinable and collectability is reasonably
  assured.
  The Company produces live TV shows including
  quizzes, games, psychics and talk show formats, which are distributed via its satellite signal to its distribution channels (TV
  stations). The Company currently leases two satellite uplinks and produces three live shows which provide 13 hours of daily live
  television programming. Members of the television audiences participate in real time through "pay-per-calls". The local
  telecommunications providers charge various rates (per minute) for the incoming calls and share a portion of the revenue with the
  Company. Revenue is recognized by the Company when the minutes of calls from audiences are determined by the local telecommunications
  providers.
  DESCRIPTION OF PROPERTY
  Following the Merger Agreement, our principal
  executive offices will be at 151 W. Passaic Street, Rochelle Park, New Jersey 07662. Our principal offices and television studios
  in Brazil are located in the city of São Paulo, state of São Paulo, at Alameda Uapixana, 278 - Planalto Paulista,
  São Paulo, SP CEP: 04085-030, Brazil.
  Our telephone number in the United States is
  (201) 777-3395, and our facsimile number is (352)2600890. Our telephone number in Brazil is +55 (11) 5051-2240.
  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  AND MANAGEMENT
  The following table sets forth information
  regarding the number of shares of our Common Stock beneficially owned, as of March 13, 2013 (following the Merger Agreement), presented
  on a post-transaction basis (assuming conversion of the Series G Convertible Preferred Stock according to the terms of the Merger
  Agreement) by (i) each stockholder who we know to own beneficially 5% or more of our outstanding common stock; (ii) all directors;
  (iii) all nominees for director; (iv) our executive officers; and (v) all executive officers and directors as a group. Except as
  otherwise indicated, we believe, based on information furnished by such persons, that each person listed below has sole voting
  and investment power over the shares of common stock shown as beneficially owned, subject to community property laws, where applicable.
  Beneficial ownership is determined under the rules of the SEC and includes any shares which the person has the right to acquire
  within 60 days after March 13, 2013 through the exercise of any stock option, warrant or other right.
  14
  Name of Beneficial Owners
  Title/Status
  Amount and Nature of
  Beneficial Ownership
  Percentage
  of Class
  (1)(2)
  Themistocles Psomiadis
  (3)
  Chief Executive Officer
  287,000 Series G Convertible Preferred
  (4)
  8%
  Andrea Villas Boas
  (5)
  82% Owner, Significant Employee
  3,280,000 Series G
  Convertible Preferred
  (6)
  82%
  Alan T. Hawkins
  (7)
  Secretary
  127,000 Series G Convertible Preferred
  (8)
  2%
  Michael Novielli
  (9)
  Director
  200,000 Series G Convertible Preferred
  5%
  Douglas H. Leighton
  (9)
  Director
  200,000 Series G Convertible Preferred
  5%
  Officers and Directors as a group
  (10)
  520,000 Series G Convertible Preferred
  15%
  (1) Based on 2,454,693,045
  shares common stock outstanding and 3,970,746 shares of Series G outstanding after the closing of the Merger Agreement.
  (2) Figures presented on
  a post-reverse split, post Series G Convertible Preferred Stock conversion basis, showing anticipated post-transaction ownership,
  according to the terms of the Merger Agreement, to be 40,000,000 shares of common stock issued and outstanding and no preferred
  shares issued and outstanding.
  (3) Shares held in the name
  of Themistocles Psomiadis, Themistocles Psomiadis Pension Trust, and Brazilian Investment Group, LLC. Themistocles Psomiadis has
  sole voting and dispositive power over the securities in his name and the name of Themistocles Psomiadis Pension Trust, and shared
  voting and dispositive power over the securities in the name of Brazilian Investment Group, LLC.
  (4) Consisting of 240,000 shares of Series
  G Convertible Preferred Stock pursuant to the Merger Agreement discussed under Item 2.01, convertible to 2,400,000 shares of common
  stock.
  (5) Shares held in the name of Brazil Interactive
  Holdings, LLC. Andrea Villas Boas has voting and dispositive power over the securities.
  (6) Consisting of 3,280,000
  shares of Series G Convertible Preferred Stock pursuant to the Merger Agreement discussed under Item 2.01, convertible to 32,800,000
  shares of common stock.
  (7) Shares held in the name
  of Alan T. Hawkins and Brazilian Investment Group, LLC. Alan Hawkins has sole voting and dispositive power over the securities
  in his name and shared voting and dispositive power over the securities in the name of Brazilian Investment Group, LLC.
  (8) Consisting of 80,000
  shares of Series G Convertible Preferred Stock pursuant to the Merger Agreement discussed under Item 2.01, convertible to 800,000
  shares of common stock.
  15
  (9) Shares held in the name Dutchess Opportunity
  Fund II, LP, of which Douglas H. Leighton and Michael Novielli are each managing directors, and each have voting and dispositive
  power over the securities.
  (10) The Series G Convertible Preferred Stock
  held by the officers and directors as a group is convertible into 5,200,000 shares of Common Stock.
  Changes in Control
  There are no arrangements known to us that may, at a subsequent
  date, result in a change of control of the Company.
  MANAGEMENT
  Directors, Executive Officers and Key Employees
  The following individuals serve as the executive
  officers and key employees of our Company as of the Closing Date of the Merger Agreement. The executive officers of our Company
  are appointed by our board of directors and hold office as set forth in their respective employment agreements or until their earlier
  death, resignation or removal from office.
  Name
  Position
  Themistocles Psomiadis
  Chief Executive Officer,
  Director
  Jesus Quintero
  Chief Financial Officer
  Alan T. Hawkins
  Secretary
  Andrea Villas Boas
  Key Employee
  Michael  Novielli
  Director
  Douglas H. Leighton
  Director
  Themistocles Psomiadis
  -
  From
  December, 2012 to the present, Mr. Psomiadis has served as CEO and chairman of Brazil Interactive Media, Inc. Under the Merger
  Agreement, Mr. Psomiadis has also been appointed as CEO and director of the Company beginning on the Closing Date. From June,
  2011 to September, 2012, Mr. Psomiadis was a consultant to Brazil Interactive Media's Brazilian subsidiary EsoTV with Brazilian
  Investment Group, LLC. From 1970 to 2010, Mr. Psomiadis worked in the financial sector, serving as CFO of County Trust Company
  from 1970 to 1980 and from 2005 to 2010 with New York Life, where he was a partner. Also during that time, he started
  and developed several financial businesses. From 2009 to the present, he has served as executive director of Brazilian Investment
  Group, LLC. Mr. Psomiadis attended New York University and holds general securities Series 7, Series 63 and Series 66 licenses.
  He is fluent in English, Brazilian Portuguese, Spanish and Greek.
  16
  Jesus Quintero, CPA
  -  From
  January, 2013 to the present, Mr. Quintero has served as Brazil Interactive Media's Chief Financial Officer. Under the Merger
  Agreement, Mr. Quintero has also been appointed as the CFO of the Company beginning on the Closing Date. From 2011 to the present,
  Mr. Quintero has served as a financial consultant to several multi-million dollar businesses in South Florida. He has extensive
  experience in public company reporting and SEC/SOX compliance, and held senior finance positions with Avnet, Inc. (NYSE:AVT),
  Latin Node, Inc., Globetel Communications Corp. (AMEX:GTE) and Telefonica of Spain. His prior experience also includes tenure
  with PriceWaterhouse and Deloitte & Touche. Mr. Quintero earned a B.S. in Accounting from St. John's University and
  is a certified public accountant. He is fluent in English and Spanish, and conversant in Brazilian Portuguese.
  Alan T. Hawkins
  - From September
  2012 to the present, Mr. Hawkins has served as general counsel to Brazil Interactive Media, and under the Merger Agreement, has
  been appointed as the corporate secretary and general counsel of the Company beginning on the Closing Date. Mr. Hawkins is a practicing
  attorney representing venture capital funds in operational, corporate and tax law matters, and representing private companies
  in transactional, corporate finance, venture capital, and general corporate matters. From 2009 to the present, he has been a managing
  director at Brazilian Investment Group, LLC. Mr. Hawkins earned a JD from the University of Florida School of Law in Gainesville,
  where he also studied Latin American Business and Language. He received his BA in Language from Fort Lewis College. Mr. Hawkins
  is a member of the Florida Bar Association. He is fluent in English, Brazilian Portuguese and Spanish.
  Andrea Villas Boas - From November 28, 2012
  until the present, Ms. Villas Boas has served as a director and key employee of Brazil Interactive Media, Inc. and due to the Merger
  Agreement, became the majority beneficial shareholder of the Company. From 2011 to the present, she has served as a key employee,
  managing human resources for the Company's Brazilian subsidiary. From 1994 to 2001, Ms. Villas Boas worked as human resources
  manager at Chase Manhattan Bank in São Paulo, Brazil. From 2001 to 2004, she served as director of human resources at ING
  Bank in São Paulo. From 2005 to the present, she has provided consulting services to Brazilian banks and businesses with
  Minds and Methods, a Brazilian human resources and management consulting firm she founded in 2005. From 2007 to 2009, she served
  as a director of the Brazilian Human Resources Association. Ms. Villas Boas earned her MBA in Human Resources from the University
  of São Paulo's FIA Business School in 2000 and was awarded her undergraduate degree in psychology from the Catholic
  University of São Paulo in 1988.
  Michael Novielli
  – Since 1996
  to the present, Mr. Novielli has served as a Managing Partner of Dutchess Capital, where he co-managed an investment portfolio
  of $125 million in assets and has made over $200 million in principal investments in emerging growth companies, within the U.S.
  domestic as well as global markets. Mr. Novielli co-manages risk assessment, oversees investment opportunities and deal origination
  in Asia and Latin America, as well as the firm's legal and compliance matters. He is also a member of Dutchess's investment
  committee and has 21 years of experience in securities, investment banking and asset management. Prior to founding Dutchess, Mr.
  Novielli began his investment career with PaineWebber and Co., where he served from 1992 to 1995. He received a Bachelor of Science
  degree in Business from the University of South Florida.
  17
  Douglas H. Leighton
  - Since 1996
  to the present, Mr. Leighton has served as a Managing Partner of Dutchess Capital, where he co-managed an investment
  portfolio of $125 million in assets and has made over $200 million in principal investments in emerging growth companies,
  within the U.S. domestic as well as global markets. Mr. Leighton co-manages risk assessment, oversees investment
  opportunities and deal origination in North America, Europe and Australia, as well as trading and investor relations. He is
  also a member of Dutchess's investment committee and has 22 years of experience in trading, investment banking and
  asset management. Prior to founding Dutchess, from 1990 to 1996, Mr. Leighton was president of Beacon Capital, a Boston-based
  investment banking firm. He received a combined Bachelor of Arts and Bachelor of Science in Economics and Finance from the
  University of Hartford.
  Family Relationships
  There are no family relationships between any of our directors or
  executive officers.
  Involvement in Certain Legal Proceedings
  None of our directors, executive officers,
  promoters or control persons has been involved in any of the following events during the past five years:
  1. Any bankruptcy petition filed by or against any business of which
  such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
  2. Any conviction in a criminal proceeding or being subject to a
  pending criminal proceeding (excluding traffic violations and other minor offences);
  3. Being subject to any order, judgment, or decree, not subsequently
  reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending
  or otherwise limiting his involvement in any type of business, securities or banking activities; or
  4. Being found by a court of competent jurisdiction (in a civil
  action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state
  securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
  Meetings of the Board
  Our board of directors meets on a quarterly basis.
  Board Committees
  Our board of directors does not have any committees.  However,
  at such time in the future that we appoint independent directors to the board, we expect to form the appropriate board committees.
  18
  Director Independence
  We do not have any independent directors.  Our
  determination of independence of directors is made by using the definition of "independent director" contained under
  Rule 5605(a)(2) of the NASDAQ Marketplace Rules.
  EXECUTIVE COMPENSATION
  As of the present time, Brazil Interactive
  Media has not entered into employment agreements with any of its executive management team and is not paying any executive compensation.
  However, the Company intends to enter into employment agreements with its officers and executive management in the near future.
  Employment Contracts
  As of the present time, Brazil Interactive
  Media has not entered into employment agreements with any of its executive management team and is not paying any executive compensation.
  However, the Company intends to enter into employment agreements with its officers and management in the near future.
  Director Compensation
  In the three most recent fiscal years, the Company has not paid
  any cash or other type of compensation to any Directors.
  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
  AND DIRECTOR INDEPENDENCE
  Certain key management personnel hold positions
  in another entity that results in them having control or significant influence over the financial or operating policies of that
  entity.  That entity transacted with the Company in the reporting period.  The terms and conditions of the transactions
  with key management personnel were no more favorable than those available, or which might reasonably be expected to be available,
  on similar transactions to non-key management personnel related entities on an arm's length basis.
  LEGAL PROCEEDINGS
  We know of no material, active or pending legal
  proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings
  in which any of our directors, officers or affiliates,
  or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.
  19
  MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY
  AND RELATED STOCKHOLDER MATTERS
  The Company's Common Stock is traded on the
  Over-the-Counter Pink Sheets under the symbol "NAWL." The following table sets forth the high and low closing prices
  per share for the Company's Common Stock for the prior three years:
  HIGH
  LOW
  Fiscal Year 2009:
  First Quarter
  0.0003
  0.0001
  Second Quarter
  0.0008
  0.0001
  Third Quarter
  0.0007
  0.0002
  Fourth Quarter
  0.0005
  0.0002
  Fiscal Year 2010:
  First Quarter
  0.0003
  0.0001
  Second Quarter
  0.0004
  0.0002
  Third Quarter
  0.0007
  0.0001
  Fourth Quarter
  0.0006
  0.0002
  Fiscal Year 2011:
  First Quarter
  0.0004
  0.0002
  Second Quarter
  0.0002
  0.0001
  Third Quarter
  0.0002
  0.0001
  Fourth Quarter
  0.0001
  0.0001
  Holders
  As of June 30, 2012, there were over 600 holders
  of record of the Company's common stock. Pacific Stock Transfer Company, of 4045 S. Spencer Street, Suite 403, Las Vegas,
  Nevada 89119, (702) 361-3033 (Phone), (702) 433-1979 (Fax), is the transfer agent for the Company's common stock.
  Pursuant to the Merger Agreement, the Company
  will perform a reverse stock split of the Company's common stock on a ratio of one share for every eight thousand four hundred
  and eighty (8,484) shares issued and outstanding on the record date. The approximate record date of the reverse stock split will
  be March 30, 2013, upon determination of the Board of Directors.
  Prior to the Closing Date of the Merger Agreement,
  the Company converted 3,190 shares of its issued and outstanding preferred stock to ordinary common stock, consisting of 75 shares
  of
  20
  Series C Convertible Preferred Stock issued and outstanding, and 3,115 shares of Series E Convertible Preferred Stock.  As
  a result, as of March 13, 2013, the Company had 2,454,693,045 shares of the Company's common stock issued and outstanding,
  and 3,970,746 shares of the Company's Series G Convertible Preferred Stock issued and outstanding, held by 11 shareholders.
  Our current authorized capitalization consists
  of 5,000,000,000 shares of common stock, par value $0.00001, and 15,000,000 shares of preferred stock, par value $0.01.  However,
  pursuant to the terms of the Merger Agreement, the Company will file a Certificate of Amendment to decrease our authorized capitalization
  to 100,000,000 shares of common stock, par value $0.00001, and 5,000,000 shares of preferred stock, par value $0.01.
  Pursuant to the Merger Agreement, the majority
  shareholder of the Company is Brazil Interactive Holdings, LLC, a Delaware holding company wholly-owned by Andrea Villas Boas.
  Prior to the  Closing Date of the Merger Agreement, Brazil Interactive Holdings, LLC was the majority shareholder in Brazil
  Interactive Media, Inc., the private Delaware company which merged into NatureWell, Incorporated's wholly-owned subsidiary.
  Ms. Villas Boas received her interest in Brazil Interactive Holdings, LLC from its previous owner, José Percival Palesel,
  by means of an assignment agreement dated December 6, 2012.
  Common Stock
  We are currently authorized to issue 5,000,000,000
  shares of common stock, par value $0.00001. As of March 13, 2013, 2,454,693,045 common shares were issued and outstanding. However,
  under the terms of the Merger Agreement, the Company will file a Certificate of Amendment to decrease its authorized capital to
  consist of 100,000,000 shares of common stock, par value $0.00001.
  Warrants
  None.
  Dividend Policy
  We have not paid any cash dividends on Series
  G Convertible Preferred Stock and we have no intention of paying any dividends on our shares of common stock in the near future.
  Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future
  dividend policy will be determined from time to time by our board of directors.
  Securities Authorized for Issuance Under Equity
  Compensation Plans
  Not applicable.
  21
  RECENT SALES OF UNREGISTERED SECURITIES
  For information about recent sales of unregistered
  securities, see Item 3.02 of this Current Report on Form 8-K.
  DESCRIPTION OF SECURITIES
  The Company had 2,448,665,750 common shares
  issued and outstanding as of March 13, 20103 as a result of the conversion of 3,190 shares of preferred stock in connection with
  the closing of the Merger Agreement. Our authorized capitalization consists of 5,000,000,000 shares of common stock, $0.00001 par
  value. The following summary description of the capital stock describes the material terms of our capital stock.
  Common Stock
  The holders of our common stock are entitled
  to one vote per share on all matters for which shareholders are able to vote. The holders of our common stock are not entitled
  to cumulative voting rights. Therefore, the holders of a majority of the shares voting in the election of directors can elect all
  of the directors then standing for election, subject to the rights of the holders of preferred stock, if and when issued. The holders
  of common stock have no preemptive or other subscription rights.
  The holders of our common stock are entitled
  to receive dividends, if they are ever declared by the Board of Directors from legally available funds, with each share of common
  stock sharing equally in the dividends. The possible issuance of preferred stock with a preference over common stock as to dividends
  could impact the dividend rights of holders of our common stock.
  There are no redemption provisions with respect
  to our common stock. All outstanding shares of common stock are fully paid and non-assessable.
  The by-laws provide that the number of directors
  shall be fixed by the board of directors. Any director of the Company may be removed from office with or without cause by the holders
  of a majority of the outstanding shares of the Company entitled to vote at an election of directors.
  INDEMNIFICATION OF OFFICERS AND DIRECTORS
  Our directors and officers are indemnified
  as provided by the Delaware Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange
  Commission, indemnification for liabilities arising under the Act is against public policy as expressed in the Act, and is, therefore,
  unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers,
  or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel
  the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy
  to a court of appropriate jurisdiction. We will then be governed by the court's decision.
  22
  At present, there is no pending litigation
  or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted.
  We are not aware of any threatened litigation or proceeding that may result in a claim for indemnification by any director or officer.
  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
  ON ACCOUNTING AND FINANCIAL DISCLOSURE
  There were no changes in accounting principles
  or disagreements with our auditors regarding applications of any accounting principles during the fiscal years ended June 30, 2012
  and 2011.
  FINANCIAL STATEMENTS AND EXHIBITS
  See Item 9.01 below, which is incorporated
  by reference herein.
  Item 3.02 Unregistered Sales of Equity Securities.
  In connection with the closing of the Merger
  Agreement on March 13, 2013, the Company issued 3,740,000 shares of the Company's Series G Convertible Preferred Stock to
  the Brazil Interactive Media Shareholders in exchange for Brazil Interactive Media Shares.
  Due to the Brazil Interactive Media Shareholder's
  sophistication and the nature of the transaction, the issuances are exempt from registration under the Securities Act of 1933 pursuant
  to Section 4(2) thereunder. The exchange of the Brazil Interactive Media Shares for Series G Convertible Preferred Stock also qualifies
  as an the exemption from registration pursuant to Rule 506 of Regulation D promulgated under the Act.  The facts relied
  upon to make the exemption were, among other things, the representations made by the parties to the Merger Agreement, that there
  was no general solicitation and the limited number of participants.
  Item 5.01 Changes in Control of Registrant
  As set forth in more detail in Item 2.01 above,
  which information is hereby incorporated by referenced into this Item 5.01, as of the Closing Date, former Brazil Interactive Media
  Shareholders hold approximately 93.5% of the issued and outstanding Series G Convertible Preferred Stock and control the post-exchange
  Company.
  Item 5.02 Departure of Directors or Certain Officers; Election of
  Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
  In conjunction with the Merger Agreement, James
  R. Arabia resigned from his positions as Chief Executive Officer and director, and Matthew Malesek resigned as director, effective
  as of the Closing Date.  Themistocles Psomiadis was appointed to serve as Chief Executive Officer, Jesus Quintero was
  appointed as the Chief Financial Officer and Alan T. Hawkins was appointed to serve as secretary.  A description of the
  business experience of the individuals named above over the past five years can be found in Item 2.01 of the Current Report. Mr.
  Arabia and Mr. Malesek
  23
  will be replaced on the Company's board
  of directors by Messrs. Themistocles Psomiadis and Michael A. Novielli.
  Item 5.03 Amendments to Articles of Incorporation
  or Bylaws; Change in Fiscal Year.
  Under the Merger Agreement, the Company will
  file a Certificate of Amendment to amend its Articles of Incorporation in order to change its name to Brazil Interactive Media,
  Inc. and to decrease the Company's authorized capital stock from 5,000,000,000 to 100,000,000.  These amendments
  to the Company's Articles of Incorporation have been previously approved by shareholders of the Company owning approximately
  52% of the Company's outstanding common stock.
  In addition, the Company's Board of Directors
  has determined to change the Company's fiscal year end to December 31, which is the fiscal year end of Brazil Interactive
  Media, the accounting acquirer.
  Item 5.06 Change in Shell Company Status.
  Upon completion of the transactions contemplated
  by the Merger Agreement, which are described in more detail in Item 2.01 above, management has determined that, as of the Closing
  Date, the Company has ceased to be a shell company as defined in Rule 12b-2 of the United States Securities Exchange Act of 1934,
  as amended.  Prior to the Closing Date, the Company had no or nominal operation or assets.
  Item 9.01. Financial Statements and Exhibits.
  Exhibit No. Description
  2.1
  Merger Agreement dated March 13, 2013
  99.1
  Audited Financial statements for the fiscal year ended June 30, 2012 and 2011 and related notes.
  24
  SIGNATURE
  Pursuant to the requirements of the Securities
  Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  Date:  March 20, 2013
  NatureWell, Incorporated
  /s/Themistocles Psomiadis
  Chief Executive Officer
  EXHIBIT INDEX
  Exhibit No. 	Description
  2.1
  Merger Agreement dated March 13, 2013
  99.1
  Audited Financial statements for the fiscal year ended June 30, 2012 and 2011 and related notes.