8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

June 28, 2013 (March 13, 2010)

Date of Report (Date of earliest event reported)

BRAZIL INTERACTIVE MEDIA, INC.

(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.)

801 Brickell Avenue, Suite 900, Miami, Florida 33131

(Address of principal executive offices)

Registrant’s telephone number, including area code: (305) 789-6621

NATUREWELL, INCORPORATED

(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))

 Explanatory Note

This Amendment No. 2 to our Current Report on Form 8-K (the “Amendment”) hereby amends our Amendment No. 1 to our Current Report on Form 8-K dated April 21, 2013, which we filed with the Securities and Exchange Commission (“SEC”) on June 11, 2013 (the “First Amended Filing”). This Amendment is being filed for the purpose of responding to certain SEC comments which requires the inclusion of additional information not contained in the First Amended Filing, specifically an updated auditor's letter in Exhibit 99.1 relating to the Company's restatement of its previously disclosed financial statements.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Amendment No. 2 to Current Report on Form 8-K of Brazil Interactive Media, Inc. (formerly named 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.

Under the Agreement and Plan of Merger (the “Merger Agreement”), as described more fully below, Naturewell, Incorporated (“Naturewell” or the “Company”) became the ultimate parent company of Brazil Interactive Media, Inc., a Delaware corporation (“Brazil Interactive Media”). In accordance with the terms of the Merger Agreement, Naturewell filed a certificate of amendment to change its name to “Brazil Interactive Media, Inc.”, and Brazil Interactive Media changed its name to “BIMI, Inc.” The Company also decreased 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 $0.00001, and 5,000,000 shares of preferred stock, par value $0.01.

Unless otherwise provided in this Amendment, all references in this Current Report to “we,” “us,” “Company,” “our,” “Brazil Interactive Media, Inc.,” “Naturewell”, or the “Registrant” refer to the combined entity, Brazil Interactive Media, Inc. together with its wholly-owned subsidiary, BIMI Inc., and Brazil Interactive Media’s Brazilian subsidiaries, Brazil Interactive Media Participações, Ltda and EsoTV Brasil Promoção Publicidade Licenciamento e Comércio Ltda. Unless otherwise indicated in this Amendment, all references in this Current Report to the Company’s Board of Directors shall refer to the Board of Directors of Brazil Interactive Media, Inc., 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, BIMI Inc., and BIMI Inc.’s subsidiaries located in the Federal Republic of Brazil. 

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Item 1.01

Entry Into a Material Definitive Agreement

On March 13, 2013 (the “Closing Date”), Naturewell, Incorporated, a Delaware corporation, entered into a merger agreement (the “Merger Agreement”) with Brazil Interactive Media, Inc., a Delaware corporation, and Naturewell’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.

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”).

The Merger Agreement and subsequent events are discussed in more detail in Item 2.01 below, which information is hereby incorporated by reference into this Item 1.01. A copy of the Merger Agreement was filed in the Original Filing as Exhibit 2.1 to this Current Report, and 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 Brazil Interactive Media Shareholders were issued an aggregate of 3,740,000 shares of Series G Convertible Preferred Stock 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, in the Share Exchange.

On March 27, 2013, the effective date (“the Effective Date”) of the merger (the “Merger”), as provided for in the Merger Agreement, the Company and Brazil Interactive Media filed 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 was the surviving company and became a wholly-owned subsidiary of Naturewell. As a result of the Merger, Brazil Interactive Media’s name was changed to BIMI, Inc. A copy of the Certificate of Merger is filed as Exhibit 3.1 to this Amendment, and is hereby incorporated by reference into this Item 2.01.

On May 16, 2013, pursuant to the Merger Agreement, the Company filed a certificate of amendment (the “Certificate Amendment”) with the state of Delaware, effecting a reverse stock split at a ratio of 8,484 to one, reducing the Company’s authorized shares, and changing the name of the Company to Brazil Interactive Media, Inc. A copy of the Certificate Amendment is filed as Exhibit 3.2 to this Amendment, and is hereby incorporated by reference into this Item 2.01.

Before the consummation of the Merger, the Company had 2,448,665,750 shares of Common Stock, 19,000,000 shares of Series A Common Stock, 3,115 shares of Series E Convertible Preferred Stock, and 75 shares of Series C Convertible Preferred Stock issued and outstanding. In accordance with the Merger Agreement, the Company converted all shares of Series A Common Stock to 19,000,000 shares of regular common stock on March 11, 2013, all shares of Series E Convertible Preferred Stock to 4,152,295 shares of common stock on March 11, 2013, and all outstanding senior convertible notes to 210,746 shares of Series G Convertible Preferred Stock and 8,220,150 shares of Common Stock on March 11, 2013. The company issued 3,740,000 Shares of Series G Convertible Preferred Stock in exchange for the BIMI common stock on March 13, 2013. On March 22, 2013, the Company issued 2,500 shares of Series H Convertible Preferred Stock. For information about recent sales of unregistered securities, see Item 3.02 of this Amendment. On May 14, 2013, the Company converted all shares of Series C Convertible Preferred Stock to 1,875,000 shares of Common Stock.

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As a result, at the time of filing of the Certificate Amendment, 2,481,913,195 shares of Common Stock were issued and outstanding, 3,970,746 shares of Series G Convertible Preferred Stock, issued in connection with the Merger Agreement, were issued and outstanding, and 2,500 shares of Series H Convertible Preferred Stock were issued and outstanding. After the effects of the reverse split implemented by the Certificate Amendment, there were 292,917 shares of the Company’s Common Stock issued and outstanding, 3,970,746 shares of the Company’s Series G Convertible Preferred Stock issued and outstanding, and 2,500 shares of Series H Convertible Preferred Stock issued and outstanding. As a result of the Certificate Amendment, the Company decreased 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 $0.00001, and 5,000,000 shares of preferred stock, par value $0.01.

According to the Certificate of Designation establishing the Series G Convertible Preferred Stock, the Series G Convertible Preferred Stock is subject to an automatic forced conversion one business day following the date that a sufficient number of authorized and unissued shares of Common Stock becomes available to facilitate the conversion. By operation of the reverse stock split, filed on May 16, 2013, sufficient authorized and unissued shares of Common Stock became available, triggering an automatic conversion of all issued and outstanding Series G Convertible Preferred Stock to Common Stock. Those common shares in conversion of the Series G Convertible Preferred Stock have not yet been issued as of the date hereof. In accordance with a condition to the closing of the Merger Agreement, the Company will require that the newly-issued Common Stock upon the conversion of the Series G Convertible Preferred Stock shall be subject to Lock Up and Leak Out Agreements that restrict the transferability of such Common Stock as more fully described therein.

As a result of the Certificate Amendment and after the issuance of common shares in conversion of the Series G Convertible Preferred Stock, the Company expects to have approximately 40,000,000 shares of Common Stock issued and outstanding and 2,500 shares of Series H Convertible Preferred Stock issued and outstanding. The former Brazil Interactive Media Shareholders will then hold approximately 93.5% of the issued and outstanding Common Stock of the Company and the remaining 6.5% will be held by certain pre-merger shareholders. Although the Company has not yet, as of the date hereof, issued common stock in conversion of the Series G Convertible Preferred Stock, we expect to do so in the near future, predicated upon the execution of the Lock Up and Leak Out Agreements as a condition of the Merger Agreement.

Prior to the filing of the Certificate Amendment, the Company’s authorized capitalization consisted 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 filed the Certificate Amendment and decreased 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 $0.00001, and 5,000,000 shares of preferred stock, par value $0.01.

As a result of the Merger Agreement, and effective upon the date thereof, 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, and effective upon the date thereof, Mr. Themistocles Psomiadis became the Chief Executive Officer and a director of the Company, and Mr. Jesus Quintero became the Chief Financial Officer 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 have begun to file annual and quarterly reports based upon the fiscal year-end of Brazil Interactive Media, which is December 31. 

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FORM 10 INFORMATION

THE BUSINESS

Corporate Overview

Brazil Interactive Media, Inc., a Delaware corporation formed on September 24, 2001 under the name of Naturewell, Incorporated, is a public company quoted on the Over-the-Counter Bulletin Board under the symbol "NAWL." In conjunction with the Merger, the Company has applied for a new stock symbol more representative of the Company’s new name. 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. Subsequent to the reverse split, the Series G Convertible Preferred Stock was subject to an automatic forced conversion into Company common stock at a conversion rate that equals approximately 93.5% of the post-transaction issued and outstanding common stock. Those common shares in conversion of the Series G Convertible Preferred Stock have not yet been issued as of May 30, 2013. In accordance with a condition to the closing of the Merger Agreement, the Company will required that the Common Stock newly issued upon the conversion of the Series G Convertible Preferred Stock be subject to Lock Up and Leak Out Agreements that restrict the transferability of that Common Stock.

Pursuant to the conversion ratios in the Merger Agreement, after the reverse split and issuance of common stock in conversion of Series G Convertible Preferred 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 held by the Company's pre-merger shareholders. Also pursuant to the Merger Agreement, the Company decreased 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 $0.00001, and 5,000,000 shares of preferred stock, par value $0.01. Subsequent to the Merger, the Company changed its corporate name to Brazil Interactive Media, Inc. and has applied for a new stock symbol that more appropriately reflects the new name of the Company.

Corporate History of Brazil Interactive Media

BIMI, Inc. (“Brazil Interactive Media”), a corporation organized under the laws of Delaware on September 11, 2012, is the parent company of Brazil Interactive Media Participações, Ltda., a Brazilian holding company, which through its wholly-owned subsidiary EsoTV Brasil 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. There is no relationship whatsoever between the Company nor any of its subsidiaries with the website US.Eso.TV.

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.

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Current Business of our Company

As a result of the Merger, the Company, through its wholly-owned subsidiary, Brazil Interactive Media, commenced the business of producing live TV shows with an interactive telephone calling component using its own unique and proprietary programs that include quiz shows, games, psychics and live chat formats. 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. Although the Company currently broadcasts throughout Brazil, and has no plans at this time to broadcast to countries outside of 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 via telephone, calling into the Company’s voice system to participate in the show formats, which, depending on the particular show, could include the chance to respond to a question live on the air, or participate in a presenter’s conversation with other audience members. Audience participants calling in dial telephone numbers belonging to the Company’s telecommunications partners. 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.

The Company currently broadcasts its programs on four Brazilian television channels: MixTV, VTV, Rede Brasil and Terra Viva. The programs may be seen those channels in the daytime slot, from 11 am until 2 pm, and in the early morning slot, from 12 am until 3 am. Programming channels and time slots vary from time to time as the Company negotiates block media times in advance and introduces new programs periodically in order to best reach its target audience.

The Company’s target audience is members of the Brazilian television viewing public who use cellular telephones. There are more than 264 million active cellular telephone lines in Brazil, which means the country has approximately 1.3 cellular telephone lines per inhabitant. Due to the Company’s business model, where income flows from third-party telecommunications providers who bill the Company’s customers directly, the Company does not have access to comprehensive or detailed information regarding the Company’s customers. However, based on years of experience monitoring the financial results of the Company’s television programs, the Company attempts to design its programs to appeal to male and female television viewers of all social classes and primarily middle class economic means between the ages of 18 and 50.

The Company is substantially dependent upon business with a Brazilian telecommunications partner, Brasil Telecom (operating in Brazil under the commercial name of “Oi Telecom”). It is not known what portion of Oi Telecom’s total revenue comes to the Company, and the Company receives more than 90% of the Company’s income from this continuing contract with Oi Telecom, by which the Company monetizes the sale of the major part of its services to the public.

Brasil Telecom (“Oi Telecom”) (Oi S.A.: BOVESPA: OIBR3, OIBR4; NYSE: OIBR.C, OIBR), is one of Brazil’s largest telecommunications companies, offering services including mobile and fixed telephone services, data transmission, broadband internet services, and paid residential television and internet services throughout the Brazilian territory. Oi Telecom is an important business partner for the Company because Oi Telecom is licensed by Brazil’s telecom regulator ANATEL to provide cellular telephone services in every Brazilian state, and Oi Telecom pays the Company on advantageous terms, at 40 days after the end of the applicable monthly accounting period. The Company is Oi Telecom’s largest provider of voice-added services.

The Company’s Content Provision and Service Agreement (co-billing service contract) with Oi Telecom (the “Oi Telecom Contract”) was signed between Oi Telecom and EsoTV on October 1, 2010. The summary of the material terms and conditions of the Content Provision and Service Agreement in this Amendment is qualified in its entirety by reference to the English translation of the full text of such document, the same being filed herewith as Exhibit 10.2 and incorporated herein by reference. The original document is written in the Portuguese language and the Portuguese version supersedes the English translation. A summary of the material terms of the Oi Telecom Contract are as follows.

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The Oi Telecom Contract is effective for 36 months from the date of signing and is extendable by its terms for equal periods upon renovation by the parties. The Company and Oi Telecom are currently discussing the renovation of the existing contract on equal terms. By the terms of the contract, Oi Telecom provides active designated telephone numbers to the Company, the Company provides the voice content system for the numbers, and publicizes the telephone numbers provided by Oi Telecom via television broadcast. Oi Telecom pays to the Company a value per minute of call traffic handled by Oi Telecom, with the call value being determined by the class of call, total volume of monthly call traffic, and whether the call is originated within the Oi Telecom system. Classes of call traffic are local (VC-1), intrastate (VC-2), and interstate (VC-3).

Calls originated within the Oi Telecom system are “on net” calls, and calls originated from outside the Oi Telecom system are “off net” calls. Total monthly volume ranges are under one million minutes per month, from one million minutes per month to up to two million minutes per month, and over two million minutes per month. The contractual values that Oi Telecom pays the Company range from R$ 0.115 per minute for all classes of calls at all volumes that originate within the Oi Telecom system, to R$ 0.35 per minute for long distance calls originating from outside the Oi Telecom system. Payment is due to the Company at 40 days after the close of the month. The following chart illustrates the payment structure contained in the Oi Telecom contract.

Monthly Minutes	Gross Per-Minute Values
	VC-1/VC-2/VC-3 on net	VC-1 off net	VC-2/VC-3 off net
Up to 1 million monthly minutes	R$ 0.115	R$ 0.22	R$ 0.30
From 1 million up to 2 million monthly minutes	R$ 0.115	R$ 0.25	R$ 0.33
Above 2 million monthly minutes	R$ 0.115	R$ 0.25	R$ 0.35

Although not substantially dependent on the contract, the Company also receives income from a second Brazilian Telecommunications partner, Falkland Tecnologia em Comunicações S.A. (operating in Brazil under the commercial name of “IP Corp”). The Company’s Telecommunications Support Service Provision Agreement (co-billing service contract) with Falkland Tecnologia em Comunicações S.A. (“IP Corp”) (the “IP Corp Telecom Contract”) was signed between IP Corp and EsoTV on September 21, 2011. A summary of the material terms of the IP Corp Telecom Contract are as follows.

The IP Corp Telecom Contract is effective for 12 months from the date of signing and is extendable by its terms for equal periods upon renovation by the parties. The contract was last extended on October 19, 2012. By the terms of the contract, IP Corp provides active designated telephone numbers to the Company, the Company provides the voice content system for the numbers, and publicizes the telephone numbers provided by IP Corp via television broadcast. IP Corp pays to the Company a value of R$1.00 per minute of call traffic handled by IP Corp, on thirty day terms.

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

The Company contracts with thirty-six independent technical television engineers, television production staff, financial staff, and clerical and administrative support persons on an on-going as-needed basis. The majority of our third-party contractors are members of a Brazilian television industry labor union, in accordance with Brazilian law. There are no employment agreements. 

Regulatory Approvals Required

None.

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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 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. (305)789-6621.

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.

Investors may have limited recourse against the majority owner, who is a resident of Brazil.

The Company’s operating subsidiary is located in Brazil, and the principal majority owner of the company is a foreign national and resident of Brazil. As a result, investors may have limited legal recourse against them in the United States.

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 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.

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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 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.

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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 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.

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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 Amendment. This Amendment contains certain forward-looking statements and the Company's future operating results could differ materially from those discussed herein. Certain statements contained in this Amendment, 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 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 management’s discussion and analysis of financial condition and results of operations 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 filed herewith as Exhibit 99.1 hereto.

Overview

BIMI, 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 live chat formats. Brazil Interactive Media, Brazil Interactive Media Participações, Ltda. and EsoTV shall be collectively referred to herein as “BIMI”. There is no relationship whatsoever between the Company nor any of its subsidiaries with the website US.Eso.TV. BIMI commenced operations in 2011. BIMI’s program content reaches the nationwide Brazilian television audience via an in-studio satellite signal uplink to Brazilian television broadcasting companies. BIMI 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, BIMI operates two modern television studios, producing and transmitting via satellite live television content to TV stations throughout Brazil. Through the negotiation and purchase of block television time for strategic times and networks, BIMI is able to distribute its content directly to its target audience throughout Brazil. BIMI 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”. BIMI’s Brazilian telecommunications partners charge audience participants various per-minute rates for the incoming calls and share a portion of the revenue with BIMI.

Results of Operations 

For the years ended December 31, 2012 and 2011

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Revenues

BIMI had revenues of $3,949,624 and $2,035,416 for the years ended December 31, 2012 and 2011, respectively. Pursuant to the telecommunications co-billing contracts entered between BIMI and its Brazilian telecommunications providers, BIMI obtained its revenues from BIMI’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 BIMI, 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, BIMI had $2,518,980 in cost of sales, or 63.8% of sales revenue. During the year ended December 31, 2011, BIMI 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 BIMI, which commenced operations in June of 2011.

Expenses

BIMI 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 BIMI.

Income Taxes

BIMI 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, BIMI had income taxes of $303,679 and $19,646, respectively.

Liquidity and Capital Resources

Operating Activities

Net cash used in operating activities was $194,127 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 to the increase in accounts receivable in amount of $354,904 and other receivable write-off by $390,000. 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.

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 $173,334 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 from note payable in the amount of $170,000, plus proceeds of $67,478 from bank loans, which was $114,860 during the year of 2011, offset by the repayment to bank loans in amount of $64,244, which was $91,299 during the year of 2011.

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BIMI had cash of $146,331 on hand as of December 31, 2012, the most readily available recent date. Currently, BIMI does not have enough cash to fund its operations for the next twelve months. This is based on negative cash flows from operating activities and working capital deficit. BIMI will need to obtain adequate revenues to sustain operations for an additional year. BIMI cannot assure investors that adequate revenues will be generated. Without adequate revenues within the next twelve months, BIMI still anticipate being able to continue with its present activities, but BIMI may require financing to achieve operation and growth goals and to meet its working capital requirements. If BIMI 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 BIMI is able to conduct a debt offering, BIMI will likely be subject to various covenants on its business operations and may be required to make payments during the term of the securities.

BIMI anticipates that its operational, and general and administrative expenses for the next 12 months will total approximately $2,400,000. BIMI also does not expect any significant additions to the number of contracted service providers or 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, BIMI 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.

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 collectibility 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

The Company leases its principal office in the U.S.A. at 801 Brickell Avenue, Suite 901, Miami, Florida 33131. The Company’s subsidiary in Brazil leases approximately 25,000 square feet of offices and television studios in the city of São Paulo, Brazil. Current monthly rent in Miami is $290 and in Brazil is $10,000. A copy of the translated Brazilian lease agreement is filed herewith to this Amendment as Exhibit 10.1. The original document is written in the Portuguese language and the Portuguese version supersedes the English translation.

The Company has no plans to acquire any property in the immediate future. The Company believes that its current facilities are adequate for its needs through the next twelve months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company's operations.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Owners of More than Five Percent of the Common Stock:

The following table sets forth information regarding each stockholder who we know to beneficially own more than five percent of the Common Stock, as of June 5, 2013. 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 voting securities 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 May 30, 2013 through the exercise of any stock option, warrant or other right.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class (1)
Themistocles Psomiadis 151 W. Passaic Street Rochelle Park, NJ 07662	2,870,000 (2)	7.2%
Andrea Villas Boas 151 W. Passaic Street Rochelle Park, NJ 07662	32,800,000 (3)	82%
Michael Novielli 1110 Rt. 55, Suite 206 LaGrangeville, NY 12540	3,041,672 (4)	7.6%
Douglas H. Leighton 50 Commonwealth Ave., Suite 2 Boston, MA 02116	2,833,338 (5)	7.1%

(1)	The percentages are based on 40,000,000 shares of Common Stock to be outstanding upon issuance of Common Stock in conversion of Series G Convertible Preferred Stock, plus shares of Common Stock that may be acquired by the beneficial owner within 60 days of June 5, 2013, by exercise of preferred stock conversions and/or warrants.
(2)	Consists of shares of common stock issuable upon conversion of Series G Convertible Preferred Stock 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.
(3)	Consists of shares of common stock issuable upon conversion of Series G Convertible Preferred Stock held in the name of Brazil Interactive Holdings, LLC. Andrea Villas Boas has sole voting and dispositive power over the securities.
(4)	In addition to previously-issued common stock (49,744 shares), includes shares of common stock issuable upon (i) conversion of Series G Convertible Preferred Stock (1,950,260 shares); (ii) conversion of Series H Convertible Preferred Stock (833,334 shares); and (iii) exercise of Five-Year Warrants (208,334 shares), held in the name of 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, and in the name Dutchess Global Strategies Fund LLC, of which Michael Novielli has sole voting and dispositive power over the securities.
(5)	In addition to previously-issued common stock (49,744 shares), includes shares of common stock issuable upon (i) conversion of Series G Convertible Preferred Stock (1,950,260 shares); (ii) conversion of Series H Convertible Preferred Stock (666,667 shares); and (iii) exercise of Five-Year Warrants (41,667 shares), held in the name of 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.

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Security Ownership of Management

The following table sets forth information regarding the number of shares of each class of our equity securities owned by all directors and director nominees, our executive officers, and 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 May 30, 2013 through the exercise of any stock option, warrant or other right.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class (1)
Themistocles Psomiadis	2,870,000 (2)	7.2%
Alan T. Hawkins	1,270,000 (3)	3.2%
Michael Novielli	3,041,672 (4)	7.6%
Douglas H. Leighton	2,833,338 (5)	7.1%
Officers and Directors as a group	5,200,000	24%

(1) The percentages are based on 40,000,000 shares of Common Stock to be outstanding upon issuance of Common Stock in conversion of Series G Convertible Preferred Stock, plus shares of Common Stock that may be acquired by the beneficial owner within 60 days of June 5, 2013, by exercise of preferred stock conversions and/or warrants.

(2) Consists of shares of common stock issuable upon conversion of Series G Convertible Preferred Stock 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.

(3) Consists of shares of common stock issuable upon conversion of Series G Convertible Preferred Stock held in the name of Alan T. Hawkins and Brazilian Investment Group, LLC. Alan T. 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.

(4) In addition to previously-issued common stock (49,744 shares), includes shares of common stock issuable upon (i) conversion of Series G Convertible Preferred Stock (1,950,260 shares); (ii) conversion of Series H Convertible Preferred Stock (833,334 shares); and (iii) exercise of Five-Year Warrants (208,334 shares), held in the name of 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, and in the name Dutchess Global Strategies Fund LLC, of which Michael Novielli has sole voting and dispositive power over the securities.

(5) In addition to previously-issued common stock (49,744 shares), includes shares of common stock issuable upon (i) conversion of Series G Convertible Preferred Stock (1,950,260 shares); (ii) conversion of Series H Convertible Preferred Stock (666,667 shares); and (iii) exercise of Five-Year Warrants (41,667 shares), held in the name of 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.

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.

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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 A. 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. The Company concluded that Mr. Psomiadis has the appropriate knowledge and skill to serve as director due to his years of experience in banking and finance, as well as his ability to speak Portuguese and his substantial knowledge and experience regarding the Brazilian business environment.

Jesus Quintero, CPA -  From January, 2013 to the present, Mr. Quintero has served as Brazil Interactive Media’s Chief Financial Officer. Pursuant to the Merger Agreement, Mr. Quintero was appointed as the CFO of the Company beginning on March 13, 2013, the Closing Date. The Company hired Mr. Quintero due to his considerable experience in public company accounting and SEC reporting. His experience in the telecommunications sector and with Latin American companies is particularly relevant to the Company’s business. Mr. Quintero’s public company financial experience began in 1990 as a senior financial analyst with the Wackenhut Corporation, a security services company and NASDAQ listed firm. From 1990 to 1995, Mr. Quintero was responsible for preparation of consolidated financial statements for SEC reporting purposes with Wackenhut, including responsibility for drafting 10-Q’s and 10-K’s. He consolidated the financials of 75 companies globally in his reports for Wackenhut. From 1996 to 2000, Mr. Quintero worked for CHS Electronics Inc. a computer distribution company listed on the NYSE, where he was the corporate controller and participated in several public stock offerings, preparing financial information for investor presentations as well as routine financial reporting. For CHS’s reporting, he consolidated the financial reports of 140 companies, mostly international. From March, 2005 to March, 2007, Mr. Quintero was a Vice President of Finance, Financial Controller and SEC Reporting Manager of Globetel Communications Corp., a NYSE-listed telecommunications company. From March, 2007 to July, 2008, Mr. Quintero served as Senior Corporate Controller and SOX Deputy Compliance Officer for Latin Node, Inc., a privately-held telecommunications company based in Miami, Florida. From November, 2009 to April, 2011, Mr. Quintero served as Corporate Accounting Manager for Aircraft Services of Miami, an aircraft maintenance company based in Miami, Florida. From April, 2011 to June, 2011, Mr. Quintero served as Regional Controller: Latin America for Avnet, Inc. (NYSE:AVT). From June, 2011 until January, 2013, Mr. Quintero worked as an accounting consultant for various private businesses in the South Florida area, including Plum TV, a television company.

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His early career experience also includes tenure with PriceWaterhouse and Deloitte & Touche. Mr. Quintero earned a B.S. in Accounting from St. John’s University and has been a certified public accountant since 1994. None of the corporations where Mr. Quintero previously worked is a parent, subsidiary or other affiliate of the Company. 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. From 2009 to the present, he has been a managing director at Brazilian Investment Group, LLC, and 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. Mr. Hawkins earned a JD in 2005 from the University of Florida Law School in Gainesville, Florida, where he also studied Latin American Business and Language. He received his BA in Language from Fort Lewis College in Durango, Colorado in 2000. Mr. Hawkins has been a member of the Florida Bar Association from April, 2006 to the present. 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. The Company concluded that Mr. Novielli has the appropriate knowledge and skill to serve as director due to his years of experience in finance, as well as his qualifications in business management and development.

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. The Company concluded that Mr. Leighton has the appropriate knowledge and skill to serve as director due to his years of experience in finance, as well as his qualifications in business management and development.

Family Relationships

There are no family relationships between any of our directors or executive officers.

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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 offenses); 

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.

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.

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 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, 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.

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 5, 2013, there were 468 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.

Before the Merger, the Company had 2,448,665,750 shares of Common Stock, 19,000,000 shares of Series A Common Stock, 3,115 shares of Series E Convertible Preferred Stock, and 75 shares of Series C Convertible Preferred Stock issued and outstanding. In accordance with the Merger Agreement, the Company converted all shares of Series A Common Stock to 19,000,000 shares of regular common stock on March 11, 2013, all shares of Series E Convertible Preferred Stock to 4,152,295 shares of common stock on March 11, 2013, and all outstanding senior convertible notes to 210,746 shares of Series G Convertible Preferred Stock and 8,220,150 shares of Common Stock on March 11, 2013. The company issued 3,740,000 Shares of Series G Convertible Preferred Stock in exchange for the BIMI common stock on March 13, 2013. On March 22, 2013, the Company issued 2,500 shares of Series H Convertible Preferred Stock. On May 14, 2013, the Company converted all shares of Series C Convertible Preferred Stock to 1,875,000 shares of Common Stock.

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As a result, at the time of filing of the Certificate Amendment, 2,481,913,195 shares of Common Stock were issued and outstanding, 3,970,746 shares of Series G Convertible Preferred Stock, issued in connection with the Merger Agreement, were issued and outstanding, and 2,500 shares of Series H Convertible Preferred Stock were issued and outstanding. After the effects of the reverse split implemented by the Certificate Amendment, there were 292,917 shares of the Company’s Common Stock issued and outstanding, 3,970,746 shares of the Company’s Series G Convertible Preferred Stock issued and outstanding, and 2,500 shares of Series H Convertible Preferred Stock issued and outstanding.

According to the Certificate of Designation establishing the Series G Convertible Preferred Stock, the Series G Convertible Preferred Stock is subject to an automatic forced conversion one business day following the date that a sufficient number of authorized and unissued shares of Common Stock becomes available to facilitate the conversion. By operation of the reverse stock split, filed on May 16, 2013, sufficient authorized and unissued shares of Common Stock became available, triggering an automatic conversion of all issued and outstanding Series G Convertible Preferred Stock to Common Stock on May 20, 2013. Those common shares in conversion of the Series G Convertible Preferred Stock have not yet been issued as of May 30, 2013. In accordance with a condition to the closing of the Merger Agreement, the Company will required that the Common Stock newly issued upon the conversion of the Series G Convertible Preferred Stock be subject to Lock Up and Leak Out Agreements that restrict the transferability of that Common Stock.

As a result of the Certificate Amendment and after the issuance of common shares in conversion of the Series G Convertible Preferred Stock, the Company expects to have approximately 40,000,000 shares of Common Stock issued and outstanding and 2,500 shares of Series H Convertible Preferred Stock issued and outstanding. The former Brazil Interactive Media Shareholders will then hold approximately 93.5% of the issued and outstanding Common Stock of the Company and the remaining 6.5% will be held by the Company's pre-merger shareholders. Although the Company has not yet, as of May 30, 2013, issued common stock in conversion of the Series G Convertible Preferred Stock, we expect to do so in the near future, predicated upon the execution of the Lock Up and Leak Out Agreements as a condition of the Merger Agreement.

Prior to the filing of the Certificate Amendment, the Company’s authorized capitalization consisted 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 filed the Certificate Amendment and decreased 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 $0.00001, and 5,000,000 shares of preferred stock, par value $0.01.

Common Stock

We are currently authorized to issue 100,000,000 shares of common stock, par value $0.00001. As of May 30, 2013, 292,917 common shares were issued and outstanding. As discussed above, the Company expects to have approximately 40,000,000 shares of Common Stock issued and outstanding after the issuance of common shares in conversion of the Series G Convertible Preferred Stock, completing the merger transaction.

Warrants

None.

Dividend Policy

We have not paid any cash dividends on Series G Convertible Preferred Stock or Series H Convertible Preferred Stock or our Common Stock and we have no intention of paying any dividends on any of our shares of common stock or preferred 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.

-19-

Securities Authorized for Issuance Under Equity Compensation Plans

Not applicable.

RECENT SALES OF UNREGISTERED SECURITIES

For information about recent sales of unregistered securities, please see Item 3.02 below and the Company’s Current Report on Form 8-K, as filed on March 28, 2013.

DESCRIPTION OF SECURITIES

Prior to the filing of the Certificate Amendment pursuant to the Merger Agreement, the Company’s authorized capitalization consisted 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 filed the Certificate Amendment and decreased 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 $0.00001, and 5,000,000 shares of preferred stock, par value $0.01. As of May 30, 2013, 292,917 common shares were issued and outstanding. The Company expects to have approximately 40,000,000 shares of Common Stock issued and outstanding in the near future, after the issuance of common shares in conversion of the Series G Convertible Preferred 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.

-20-

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.

On March 22, 2013, the Company entered into Stock Purchase Agreements (individually the “Purchase Agreement” and collectively the “Purchase Agreements”) with Dutchess Global Strategies Fund LLC, a New York limited liability company (“Dutchess Global”), and Dutchess Opportunity Fund II LP, a Delaware limited partnership (“Dutchess Opportunity”, and with Dutchess Global, collectively the “Dutchess Funds” or the “Purchasers”).  The Purchase Agreements provided for the purchase by the Dutchess Funds of an aggregate of 2,500 shares of the Company’s Series H Convertible Preferred Stock, par value $0.01 per share (the “Preferred Shares”), at a purchase price of $100.00 per share (the “Offering”). The Preferred Shares may be convertible into the Company’s Common Stock, at the sole option of the holder, at a conversion price of $0.30 per share.  In addition to the Preferred Shares, the Company also agreed to issue to the Dutchess Funds five-year warrants to purchase, in the aggregate, 208,334 shares of the Company’s Common Stock at an exercise price of $0.60 per share (the “Warrants”). The Offering consists of the Company’s Series H Convertible Preferred Stock, par value $0.01 per share, with 30,000 shares authorized, the terms of which are defined pursuant to the certificate of designation filed with the state of Delaware Division of Corporations.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the Investor is an “accredited investor” and/or qualified institutional buyer, the Investor has access to information about the Company and its investment, the Investor will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.

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.

-21-

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 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.

Pursuant to the Merger Agreement, the Company filed 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 with voting rights representing approximately 52% of the Company’s outstanding 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 INDEX
Exhibit No.	Description
2.1	Agreement and Plan of Merger between Naturewell, Incorporated, BIMI Acquisition Corp., and Brazil Interactive Media, Inc., dated March 13, 2013*
3.1	Certificate of Merger for BIMI Acquisition Corp. and Brazil Interactive Media, Inc., dated March 27, 2013**
3.2	Certificate of Amendment of Naturewell, Incorporated, dated May 16, 2013**
10.1	English Translation of Lease Agreement between MKD Agência de Comunicação e Marketing S/C Ltda. and EsoTV Brasil Promoção Publicidade Licenciamento e Comércio Ltda., effective as of December 1, 2012**
10.2	English Translation of Content Provision and Service Agreement by and between 14 Brasil Telecom Celular S.A., TNL PCS S.A., and EsoTV Brasil Promoção Publicidade Licenciamento e Comércio Ltda., dated October 1, 2010**
99.1	Audited Financial statements for the fiscal year ended December 31, 2012 and 2011 and related notes***

 *Previously filed in the Original Filing.

 **Previously filed in the First Amended Filing.

***Filed Herewith.

-22-

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: June 28, 2013

Brazil Interactive Media, Inc.   

/s/Themistocles Psomiadis

Chief Executive Officer

EXHIBIT INDEX
Exhibit No.	Description
2.1	Agreement and Plan of Merger between Naturewell, Incorporated, BIMI Acquisition Corp., and Brazil Interactive Media, Inc., dated March 13, 2013*
3.1	Certificate of Merger for BIMI Acquisition Corp. and Brazil Interactive Media, Inc., dated March 27, 2013**
3.2	Certificate of Amendment of Naturewell, Incorporated, dated May 16, 2013**
10.1	English Translation of Lease Agreement between MKD Agência de Comunicação e Marketing S/C Ltda. and EsoTV Brasil Promoção Publicidade Licenciamento e Comércio Ltda., effective as of December 1, 2012**
10.2	English Translation of Content Provision and Service Agreement by and between 14 Brasil Telecom Celular S.A., TNL PCS S.A., and EsoTV Brasil Promoção Publicidade Licenciamento e Comércio Ltda., dated October 1, 2010**
99.1	Audited Financial statements for the fiscal year ended December 31, 2012 and 2011 and related notes***

 *Previously filed in the Original Filing.

 **Previously filed in the First Amended Filing.

***Filed Herewith.

-23-

EX-99.1

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

Index to Consolidated Financial Statements

	Pages
Report of Independent Registered Public Accounting Firm	1
Consolidated Balance Sheets	2
Consolidated Income Statements	3
Consolidated Statement of Stockholders’ Equity	4
Consolidated Statements of Cash Flows	5
Notes to Consolidated Financial Statements	6 – 17

FL Office

7951 SW 6th St., Suite. 216

Plantation, FL 33324

Tel: 954-424-2345

Fax: 954-424-2230

NC Office

19720 Jetton Road, 3rd Floor

Cornelius, NC 28031

Tel: 704-892-8733

Fax: 704-892-6487

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Brazil Interactive Media, Inc. and its subsidiary

We have audited the accompanying consolidated balance sheets of Brazil Interactive Media, Inc. and its subsidiary (“the Company”) as of December 31, 2012 and 2011 and the related consolidated statements of income, stockholders’ equity, and consolidated cash flows for the years ended December 31, 2012 and 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Brazil Interactive Media, Inc. and its subsidiary as of December 31, 2012 and 2011, and the results of its operations, changes in stockholders’ equity and cash flows for the years ended December 31, 2012 and 2011 in conformity with accounting principles generally accepted in the United States of America.

As discussed in note 16 to the financial statements, the company restated its financial statements for the year ended December 31, 2012 due to understatement of its current liability and other receivable.

/ Bongiovanni & Associates, CPA’s/

Bongiovanni & Associates, CPA’s

Certified Public Accountants

Cornelius, North Carolina

The United States of America

February 27, 2013, except for Note 16, for which the date is May 30, 2013

www.ba-cpa.net

Table of Contents -1-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2012 AND 2011
		(restated)
ASSETS		2012			2011
Current assets:
Cash	$	146,331		$	193,255
Accounts receivable		484,982			161,005
Prepayments and advances		68,910			162,302
Total current assets		700,222			516,562
Fixed assets		447,619			—
TOTAL ASSETS	$	1,147,841		$	516,562
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	171,497		$	369,755
Due to third party		220,000			—
Taxes payable		194,883			74,425
Note payable		170,000			—
Bank loans payable		22,621			21,467
Total current liabilities		779,002			465,649
Long-term liabilities:
Tax installments payable		436,355			—
Total long-term liabilities		436,355			—
TOTAL LIABILITIES		1,215,357			465,649
COMMITMENTS AND CONTINGENCIES
Stockholders' equity
Common stock ($0.0001 par value, 80,000,000 shares authorized; 1,000,000 and -0- shares issued and outstanding as of December 31, 2012 and 2011, respectively)		100			—
Preferred stock ($0.0001 par value, 20,000,000 shares authorized, -0- and -0- shares issued and outstanding as of December 31. 2012 and 2011, respectively)		—			—
Due from shareholders		(5,367	)		(5,367	)
Additional paid-in-capital		225,147			5,367
Accumulated other comprehensive income (loss)		(14,015	)		(4,966	)
Retained earnings (deficit)		(273,380	)		55,880
TOTAL STOCKHOLDERS’ EQUITY		(67,515	)		50,914
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,147,841		$	516,562
The Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these financial statements

-2-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
CONSOLIDATED INCOME STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
		(restated)
		For the year ended			For the year ended
		December 31, 2012			December 31, 2011
Revenue	$	3,949,624		$	2,035,416
Cost of sales		(2,518,980	)		(1,195,695	)
Gross profit		1,430,645			839,721
Operating Expenses:
Other taxes		283,374			61,938
Payroll		435,574			432,521
Contract labor		—			144,131
Rent		118,355			42,434
Other general and administrative expenses		179,921			68,964
Operating income		413,420			89,732
Other income (expense):
Interest expense		(49,001	)		(14,207	)
Other receivable write off- related party		(390,000	)		—
Total Other income (expense):		(439,001	)		(14,207	)
Income before income taxes		(25,581	)		75,525
Income taxes		(303,679	)		(19,646	)
Net income		(329,260	)		55,880
Other comprehensive income (expense)
Foreign currency translation adjustment		(9,049	)		(4,966	)
Comprehensive income	$	(338,309	)	$	50,914
Basic and fully diluted net income (loss) per common share:	($	3.95	)		—
Weighted average common shares outstanding		83,333			—
The Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these financial statements

-3-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (RESTATED)
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
	Common stock				Preferred stock				Due from shareholders			Additional paid-in capital		Accumulated other comprehensive income (loss)			Retained earnings (deficit)			Total stockholders' equity
	Common share		Amount (Par value $0.0001)		Preferred share		Amount
Balances at January 1, 2011		—	$	—		—	$	—	$	(5,367	)	$	5,367	$	—		$	—		$	—
Net income		—		—		—		—		—			—		—			55,880			55,880
Translation adjustments		—		—		—		—		—			—		(4,966	)		—			(4,966	)
Balances at December 31, 2011		—		—		—		—		(5,367	)		5,367		(4,966	)		55,880			50,914
Common stock issued for cash		1,000,000		100		—		—		—			—		—			—			100
Shareholder contribution of equipment		—		—		—		—		—			219,780		—			—			219,780
Net loss		—		—		—		—		—			—		—			(329,260	)		(329,260	)
Translation adjustments		—		—		—		—		—			—		(9,049	)		—			(9,049	)
Balances at December 31, 2012		1,000,000	$	100		—	$	—	$	(5,367	)	$	225,147	$	(14,015	)	$	(273,380	)	$	(67,515	)
The Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these financial statements

-4-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
		For the year ended			For the year ended
		December 31, 2012			December 31, 2011
Cash flows from operating activities:		(restated)
Net income (loss)	$	(329,260	)	$	55,880
Other receivable write off- related party		390,000			—
Changes in operating assets and liabilities:
Accounts receivable		(354,904	)		(176,709	)
Other receivable- related party		(390,000	)		—
Prepayments and advances		82,618			(178,132	)
Accounts payable and accrued expenses		274,087			405,820
Taxes payables		133,331			81,684
Net cash provided by (used in) operating activities		(194,127	)		188,544
Cash flows from investing activities:
Purchase of equipment		(8,450	)		—
Net cash (used in) investing activities		(8,450	)		—
Cash flows from financing activities:
Proceeds from  bank loan payable		67,478			114,860
Proceed from note payable		170,000			—
Principal repayments of bank loan payable		(64,244	)		(91,299	)
Proceeds from issuing common stock		100			—
Net cash provided by financing activities		173,334			23,561
Foreign currency translation adjustment		(17,650	)		(18,880	)
Increase (decrease) in cash and cash equivalents		(46,893	)		193,225
Cash and cash equivalents at beginning of year		193,225			—
Cash and cash equivalents at end of year	$	146,331		$	193,225
Cash paid for:
Income tax	$	—			—
Interest	$	24,028		$	12,388
NON-CASH INVESTING ACTIVITIES
Shareholder contribution of equipment	$	219,780		$	—
Payment of accounts receivable with fixed assets	$	219,389		$	—
The Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these financial statements

-5-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

NOTE 1. ORGANIZATION AND BUSINESS BACKGROUND

Brazil Interactive Media Inc. (the “Company” or “BIMI”) was incorporated in the State of Delaware on September 11, 2012.  The principal activity of BIMI at that time was seeking and consummating a merger or acquisition opportunity with EsoTV Brasil Trade Promotion and Advertising License Ltda. (“ESOTV”), a corporation organized under the laws of Federative Republic of Brazil (“Brazil”).

On November 28, 2012, the Company entered into a Plan of Exchange agreement (the “Plan of Exchange”) between and among the Company and Jose Percival Palesel, the sole owner of ESOTV. By this agreement, BIMI was transferred all issued and outstanding shares of EsoTV (100,000 "quotas") from Palesel in exchange for the founder's shares of BIMI issued on November 28, 2012.  As a result of the agreement, Palesel received an 88.5% stake in BIMI via his U.S.A. LLC Brazil Interactive Holdings, Brazilian Investment Group, LLC received a 5.5% stake, and Themistocles Psomiadis received a 6% stake. By means of an assignment agreement dated December 6, 2012, Palesel transferred his ownership of Brazil Interactive Holdings, LLC to Andrea Villas Boas.

The stock exchange transaction was accounted for as a reverse acquisition and recapitalization of the Company whereby ESOTV was deemed to be the accounting acquirer (legal acquiree) and the Company to be the accounting acquiree (legal acquirer).  The accompanying consolidated financial statements are in substance those of ESOTV, with the assets and liabilities, and revenues and expenses, of the Company being included effective from the date of stock exchange transaction.  The Company is deemed to be a continuation of the business of ESOTV.  Accordingly, the accompanying consolidated financial statements include the following:

(1) The balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the accounting acquiree at historical cost;

(2) The financial position, results of operations, and cash flows of the accounting acquirer for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree from the date of stock exchange transaction.

Brazil Interactive Media, Inc. and ESOTV are hereinafter referred to as (the “Company”).

ESOTV started operation in June 2011.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting.

Use of Estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivables, inventories, income taxes and the estimation on useful lives of property, plant and equipment. Actual results could differ from these estimates.

Table of Contents -6-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

Generally Accepted Accounting Principles (“GAAP”)

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Such accounting principles differ in certain respects from accounting principles generally accepted in Brazil (“Brazilian GAAP”), which is applied by the Company for its annual consolidated financial statement preparation. Unless otherwise specified, all references in these financial statements to (i) “reais,” the “real” or “R$” are to the Brazilian real (singular), or to the Brazilian reais (plural), the legal currency of Brazil, and (ii) “U.S. dollars” or “$” are to United States dollars.

Basis of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiary. 

All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. As of December 31, 2012 and 2011, the Company did not record an allowance for uncollectible accounts.

  Fixed Assets, Net

Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: 

	Depreciable Life	Residual Value
Machinery and Equipment	5 years	5	%
Furniture and Fixture	7 years	5	%

Expenditures for maintenance and repairs that do not make the fixed asset more useful or prolong its useful life are expensed as incurred.

-7-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

Fair Value for Financial Assets and Financial Liabilities

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2012 and 2011 nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the for the years ended December 31, 2012 and 2011, respectively.

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 with an interactive telephone calling component using its own unique and proprietary programs that include quiz shows, games, psychics and live chat formats. 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. Members of the television audiences participate in real time by telephone. The local telecommunications providers charge various per-minute rates for the incoming calls and share a portion of the revenue with the Company. Revenue is recognized by the Company when the minute volume of calls from audiences are determined by the Company’s local telecommunications providers.

Cost of Revenues

Cost of revenues consists primarily of media cost, leasing expenses related to satellite uplinks and other costs directly attributable to the provision of services.

-8-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

 Income Taxes

Income taxes are determined in accordance with Accounting Standards Codification Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company conducts its primary business in Brazil and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority. As of December 31, 2012 and 2011, the Company had outstanding income taxes due with the tax authority in Brazil in the amounts of $305,897 and $16,287, respectively. A portion of the income tax due in 2012, or $222,316, will be paid over time pursuant to an installment plan entered into by the Company and the tax authority in Brazil.

Earnings per share

The Company reports earnings (loss) per share in accordance with FASB Accounting Standards Codification 260 “Earnings per Share” (“ASC 260”). This statement requires dual presentation of basic and diluted earnings (loss) with a reconciliation of the numerator and denominator of the earnings (loss) per share computations. Basic earnings per share amounts are based on the weighted average shares of common outstanding. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Accordingly, this presentation has been adopted for the periods presented. There were no adjustments required to net income for the periods presented in the computation of diluted earnings per share. There were no common stock equivalents (CSE) necessary for the computation of diluted earnings per share.

Comprehensive income

The Company adopted FASB Accounting Standards Codification 220 “Comprehensive Income” (ASC “220”) which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during the year from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated balance sheets consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Foreign currency translation

The functional currency of the Company is the Brazilian Real. The Company maintains its consolidated financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet date. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. 

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BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

For financial reporting purposes, the consolidated financial statements of the Company, which are prepared using the functional currency, have been translated into United States dollars. Current assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates of the year while fixed assets and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity. The exchange rates in effect as of December 31, 2012 and 2011 were US$1 for R$2.05 and R$1.86, respectively. The average exchange rates for the two years ended December 31, 2012 and 2011 were US$1 for R$1.95 and R$1.69, respectively. There is no significant fluctuation in exchange rate for the conversion of Brazilian Real to US dollars after the balance sheet date.

Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements.

 Related Parties

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

Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. 

Table of Contents -10-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s consolidated financial position, consolidated results of operations or consolidated cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended December 30, 2012 or 2011.

Subsequent Events

The Company evaluated for subsequent events through the issuance date of the Company’s financial statements.

Recently issued accounting standards

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

In May 2011, FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”).  ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively.  The Company anticipates that the adoption of this standard will not materially expand its financial statement note disclosures.

In June 2011, FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which amends current comprehensive income guidance.  This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity.  Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements.  ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011, with early adoption permitted.  The Company is reviewing ASU 2011-05 to ascertain its impact on the Company’s financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

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BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”, which allows, but does not require, an entity when performing its annual goodwill impairment test the option to first do an initial assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount for purposes of determining whether it is even necessary to perform the first step of the two-step goodwill impairment test. Accordingly, based on the option created in ASU 2011-08, the calculation of a reporting unit’s fair value is not required unless, as a result of the qualitative assessment, it is more likely than not that fair value of the reporting unit is less than its carrying amount. If it is less, the quantitative impairment test is then required. ASU 2011-08 also provides for new qualitative indicators to replace those currently used. Prior to ASU 2011-08, entities were required to test goodwill for impairment on at least an annual basis, by first comparing the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit is less than its carrying amount, then the second step of the test is performed to measure the amount of impairment loss, if any. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company adopted ASU 2011-08 during the first quarter of fiscal 2013. The adoption of ASU 2011-08 did not impact the Company’s results of operations or financial condition.

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, the Company does not expect that the adoption of this standard will have a material impact on its results of operations, cash flows or financial condition.

In July 2012, the FASB issued ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment”. The guidance allows companies to perform a “qualitative” assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test.

ASU 2012-02 allows companies the option to first assess qualitatively whether it is more likely than not that an indefinite-lived intangible asset is impaired, before determining whether it is necessary to perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. Companies can choose to perform the qualitative assessment on none, some, or all of its indefinite-lived intangible assets or choose to only perform the quantitative impairment test for any indefinite-lived intangible in any period.

ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company is in the process of evaluating the guidance and the impact ASU 2012-02 will have on its consolidated financial statements.

NOTE 3. ACCOUNTS RECEIVABLE

Accounts receivable was comprised of the following amounts as of December 31, 2012 and 2011:

	2012		2011
Gross trade accounts receivable from customers	$	484,982	$	161,005
Allowance for doubtful customer accounts		0		0
Accounts receivable, net	$	484,982	$	161,005

There was no bad debt expenses recognized during the years ended December 31, 2012 and 2011 in the accompanying consolidated income statements.

Table of Contents -12-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

NOTE 4. FIXED ASSETS

Fixed assets were comprised of the following as of December 31, 2012 and 2011:

	2012		2011
Cost:
Machinery and equipment	$	439,560	$	0
Furniture and fixtures		8,059		0
Total cost		447,619		0
Less: Accumulated depreciation		0		0
Property and equipment, net	$	447,619	$	0

There was no depreciation expense recorded for the year ended December 31, 2012 since the acquisition was completed at the end of 2012 and the fixed assets were not yet placed in service for depreciation purpose.

The Company’s fixed assets are pledged as collateral in the event of default on the note payable. See note 7.

NOTE 5. BANK LOANS PAYABLE

The Company has a few monthly unsecured loans with HSBC at interest rates ranging from 1.08% to 6% per month. The balance on these loans was $22,621 and $21,467 as of December 31, 2012 and 2011, respectively. Accordingly, the Company recorded interest expense of $7,053 and $12,388 during the years ended December 31, 2012 and 2011, respectively. 

NOTE 6. TAX INSTALLMENTS PAYABLE

In 2012, an installment plan was entered into by the Company and the tax authority in Brazil, pursuant to which the following taxes will be paid over time. As of December 31, 2012, the outstanding balance on the tax installments payable was $436,355.

Type of tax		Balance as of December 31, 2012
Cofins Payable - Tax on Service	$	107,084
PIS Withheld Payable – Tax on Services		22,725
Social Contribution Payable – Social Security Tax		84,230
Income Tax Payable		222,316
Total	$	436,355

The company’s plan to pay back the tax installments, along with interest and fines, for the next 5 years is as follows:

Year Ended
December 31		Principal		Fines		Interest		Total
	2013	$	87,271	$	17,454	$	4,763	$	109,488
	2014		87,271		17,454		4,763		109,488
	2015		87,271		17,454		4,763		109,488
	2016		87,271		17,454		4,763		109,488
	2017		87,271		17,454		4,763		109,488
		$	436,355	$	87,270	$	23,815	$	547,440

Table of Contents -13-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

NOTE 7. NOTE PAYABLE

The company has a loan payable bearing monthly interest of 2% as of December 31, 2012. The balance of this loan was $170,000 as of December 31, 2012 and is secured by the Company’s fixed assets with a net book value of $447,619. The effect of accrued interest for the year ended December 31, 2012 is immaterial to the consolidated financial statements taken as a whole.

Principal maturities of the loan payable as of December 31, 2012 are as follows:

	Amount
2013	$	170,000
Total	$	170,000

NOTE 8. CAPITAL STRUCTURE

As of December 31, 2012, the Company is authorized to issue 80,000,000 shares of common stock, par value $.0001 per share, and 20,000,000 shares of preferred stock, par value $.0001 per share. As of December 31, 2012, there were 1,000,000 shares of common stock issued and outstanding.

NOTE 9. INCOME TAXES

United States

The Company was incorporated in the United States of America and is subject to U.S. tax. No provisions for income taxes have been made as the Company has no U.S. related taxable income for the years presented.

Brazil

The Company’s subsidiary, ESOTV, 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.

The Company uses the asset and liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. There are no material timing differences and therefore no deferred tax asset or liability as of December 31, 2012 and 2011. There are no net operating loss carry forwards as of December 31, 2012 and 2011.

The effective income tax expenses for the years ended December 31, 2012 and 2011 are as follows:

	2012		2011
Current taxes	$	303,679	$	19,646
Deferred taxes		0		0
	$	303,679	$	19,646

According to Brazilian Federal Income Tax Regulation RIR/99, Article 516, a company with prior year's gross revenues not exceeding R$ 24,000,000.00 (approximately US$ 12,000,000.00) can choose between two types of taxation methods: the actual profit method and the presumed profit method. Management can choose what method to use based on the criteria of expected profit for that year but this choice must be declared with the tax authority at the beginning of the year. For year 2012, management chose presumed profit method to calculate its income tax. For year 2011, management chose actual profit method to calculate its income tax. 

-14-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

Under the presumed profit method, income tax is computed based on gross revenue. A presumed profit base which is equal to 32% of gross revenue is calculated first. If this presumed profit base is less than BRL 60,000, then 15% of this presumed profit base is the income tax due. If this presumed profit base is greater than BRL 60,000, then 15% of this presume profit base plus 10% of the difference between this presume profit base and BRL 60,000 is the final income tax due.

Under the actual profit method, income tax is computed quarterly based on quarterly net profit and the cumulative year-end profits are not relevant. Net profit is equal to net revenue minus deductible expenses. If the net profit is greater than BRL 60,000, then income tax is equal to 15% of net profit plus 10% of the difference between the net profit and BRL 60,000. If net profit is less than BRL 60,000 but greater than zero, income tax is equal to 15% of net profit. If net profit is less than zero (loss), no income tax is assessed for that quarter and for the next quarter and the quarters thereafter, the Company can deduct this loss from the calculated net profit before applying the 15% rate, the deduction is limited to 30% of the calculated net profit for the quarter and the unused loss can be carry forward into next quarter.

NOTE 10. EARNINGS PER SHARE

The following table sets forth the computation of basic earnings per share for the years ended December 31, 2012 and 2011 indicated:

	2012		2011
Numerator:
Net income (loss)	$	-329,260	$	55,880
Denominator:
Weighted average number of shares outstanding
Basic		83,333		—
Earnings (loss) per share
Basic and fully diluted	$	-3.95	$	—

The basic earnings (loss) per share were calculated using the net income and the weighted average number of shares outstanding during the reporting periods. All share and per share data have been adjusted to reflect the recapitalization of the Company in the Exchange.

The Company had no dilutive instruments as of December 31, 2012 and 2011.

NOTE 11. COMMITMENT AND CONTINGENCIES

Office Leasing

The Company leases its office space under non-cancelable operating lease agreements.  The lease ends in December 2015. Based on the current rental lease agreement, the future 3 years minimum rental payments required as of December 31 are as follows:

	Lease payment
Year ended, December 31, 2013	$	119,766
2014	$	123,359
2015	$	127,060
Total	$	370,185

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BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

The two satellite uplink leases are on a month to month basis with no future operating lease commitments.

For the years ended December 31, 2012 and 2011, the Company had rental expenses of $118,355 and $42,434, respectively.

The Company had no contingencies existing as of December 31, 2012 and 2011.

NOTE 12. CONCENTRATION AND RISK

(a) Major Customers

The Company had one customer from which the Company generated 100% and 91.3% revenues during the years ended December 31, 2012 and 2011, respectively.

(b) Major Vendors

During the year ended December 31, 2012, major vendors were as follows:

Vendors		Purchases
Rio Bonito		537,232	21	%
Total	$	537,232	21	%

During the year ended December 31, 2011, major vendors were as follows:

Vendors		Purchases
Rio Bonito		251,811	21	%
Total	$	251,811	21	%

(c) Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and trade accounts receivable. The Company performs ongoing credit evaluations of its customers' financial condition, but does not require collateral to support such receivables.

As of December 31, 2012 and 2011, substantially all of the Company’s cash and cash equivalents were held by financial institutions located in Brazil, which the Company’s management believes are of high credit quality.

The Company’s operations are carried out in Brazil. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in Brazil and by the general state of the local economy. The Company’s operations in Brazil are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. The Company’s results may be affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. 

In addition, the Company is subject to risks common to companies in its industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel.

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BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

NOTE 13. RELATED PARTY TRANSACTIONS

The Company had $390,000 other receivable from a related party, which was written off as other expense for the year ended December 31, 2012.

NOTE 14. SEGMENTS

The Company determined that it do not operate in any material, separately reportable operating segments as of December 31, 2012 and 2011.

NOTE 15. SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2012 to the date these consolidated financial statements were issued. In addition to the transactions disclosed below, the Company does not have other material subsequent events to disclose in these financial statements, except as follows:

On January 28, 2013, Brazil Interactive Media Participações, Ltda., the Company’s Brazil holding company ("BIMI BR") was formed as a subsidiary of the Company, to be the holding company for EsoTV.  

On March 13, 2013, the Company entered into a merger agreement (the “Merger Agreement”) with Naturewell, Incorporated, a Delaware corporation (“Naturewell”), and Naturewell’s wholly-owned subsidiary, BIMI Acquisition Corp., a Delaware corporation incorporated by Naturewell on February 20, 2013 specifically for the purpose of consummating the Merger Agreement (the “Merger Sub”), pursuant to which Naturewell acquired all of the issued and outstanding shares of the Company. Prior to entering into the Merger Agreement, there was no relationship between the Company or its affiliates and Naturewell, other than in respect of the Merger Agreement and the transactions contemplated thereby.

On March 27, 2013, the effective date (“the Effective Date”) of the merger (the “Merger”), as provided for in the Merger Agreement, the Company and Brazil Interactive Media filed 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 was the surviving company and became a wholly-owned subsidiary of Naturewell. As a result of the Merger, Brazil Interactive Media’s name was changed to BIMI, Inc.

On May 16, 2013, pursuant to the Merger Agreement, Naturewell filed a certificate of amendment (the “Amendment”) with the state of Delaware, effecting a reverse stock split at a ratio of 8,484 to one, reducing the Company’s authorized shares, and changing the name of the Company to Brazil Interactive Media, Inc.

Before the consummation of the Merger, the Company had 2,448,665,750 shares of Common Stock, 19,000,000 shares of Series A Common Stock, 3,115 shares of Series E Convertible Preferred Stock, and 75 shares of Series C Convertible Preferred Stock issued and outstanding. In accordance with the Merger Agreement, the Company converted all shares of Series A Common Stock to 19,000,000 shares of regular common stock on March 11, 2013, all shares of Series E Convertible Preferred Stock to 4,152,295 shares of common stock on March 11, 2013, and all outstanding senior convertible notes to 210,746 shares of Series G Convertible Preferred Stock and 8,220,150 shares of Common Stock on March 11, 2013. The company issued 3,740,000 Shares of Series G Convertible Preferred Stock in exchange for the BIMI common stock on March 13, 2013. On March 22, 2013, the Company issued 2,500 shares of Series H Convertible Preferred Stock. For information about recent sales of unregistered securities, see Item 3.02 of this Current Report on Form 8-K. On May 14, 2013, the Company converted all shares of Series C Convertible Preferred Stock to 1,875,000 shares of Common Stock.

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BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

As a result, at the time of filing of the Amendment, 2,481,913,195 shares of Common Stock were issued and outstanding, 3,970,746 shares of Series G Convertible Preferred Stock, issued in connection with the Merger Agreement, were issued and outstanding, and 2,500 shares of Series H Convertible Preferred Stock were issued and outstanding. After the effects of the reverse split implemented by the Amendment, there were 292,917 shares of the Company’s Common Stock issued and outstanding, 3,970,746 shares of the Company’s Series G Convertible Preferred Stock issued and outstanding, and 2,500 shares of Series H Convertible Preferred Stock issued and outstanding. As a result of the Amendment, the Company decreased 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 $0.00001, and 5,000,000 shares of preferred stock, par value $0.01.

According to the Certificate of Designation establishing the Series G Convertible Preferred Stock, the Series G Convertible Preferred Stock is subject to an automatic forced conversion one business day following the date that a sufficient number of authorized and unissued shares of Common Stock becomes available to facilitate the conversion. By operation of the reverse stock split, filed on May 16, 2013, sufficient authorized and unissued shares of Common Stock became available, triggering an automatic conversion of all issued and outstanding Series G Convertible Preferred Stock to Common Stock. Those common shares in conversion of the Series G Convertible Preferred Stock have not yet been issued as of May 30, 2013. In accordance with a condition to the closing of the Merger Agreement, the Company will required that the Common Stock newly issued upon the conversion of the Series G Convertible Preferred Stock be subject to Lock Up and Leak Out Agreements that restrict the transferability of that Common Stock.

Although the Company has not yet, as of May 30, 2013, issued common stock in conversion of the Series G Convertible Preferred Stock, we expect to do so in the near future, predicated upon the execution of the Lock Up and Leak Out Agreements as a condition of the Merger Agreement. As a result of the Amendment and after the issuance of common shares in conversion of the Series G Convertible Preferred Stock, the Company expects to have approximately 40,000,000 shares of Common Stock issued and outstanding and 2,500 shares of Series H Convertible Preferred Stock issued and outstanding. The former Brazil Interactive Media Shareholders will then hold approximately 93.5% of the issued and outstanding Common Stock of the Company and the remaining 6.5% will be held by the Company's pre-merger shareholders.

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, and Mr. Jesus Quintero became the Chief Financial Officer of the Company.

We have begun to file annual and quarterly reports based upon the fiscal year-end of Brazil Interactive Media, which is December 31. 

-18-

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

NOTE 16. RESTATEMENTS OF FINANCIAL STATEMENTS

On April 25, 2013, the Company’s management concluded that the Company’s audited financial statements for the year ended December 31, 2012 should no longer be replied on. Specifically, on the balance sheet, the Company’s currently liability was understated by $390,000 as of December 31, 2012. The company’s other receivable balance as of December 31, 2012 was also understated by $390,000, which was written off as other expense for the year ended December 31, 2012. On the income statement, the amount of other expense was increased from $49,001 to $439,001 for the year ended December 31, 2012.

The following table sets forth all the accounts in the original amounts and restated amounts, respectively.

As of December 31, 2012
		Original		Restated
Due to third party	$	—	$	220,000
Note Payable	$	—	$	170,000
Retained earnings (deficit)	$	116,620	$	(273,380	)

For the year ended December 31, 2012
		Original		Restated
Other receivable write off - related party	$	—	$	390,000
Net income (loss)	$	60,740	$	(329,260	)
Basic and fully diluted net income per common share	$	0.73	$	(3.95	)

-19-

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NOTE 11. COMMITMENT AND CONTINGENCIES

12 Months Ended

Dec. 31, 2012

COMMITMENTS AND CONTINGENCIES

NOTE 11. COMMITMENT AND CONTINGENCIES

NOTE 11. COMMITMENT AND CONTINGENCIES

Office Leasing

The Company leases its office space under non-cancelable operating lease agreements.  The lease ends in December 2015. Based on the current rental lease agreement, the future 3 years minimum rental payments required as of December 31 are as follows:

	Lease payment
Year ended, December 31, 2013	$	119,766
2014	$	123,359
2015	$	127,060
Total	$	370,185

The two satellite uplink leases are on a month to month basis with no future operating lease commitments.

For the years ended December 31, 2012 and 2011, the Company had rental expenses of $118,355 and $42,434, respectively.

The Company had no contingencies existing as of December 31, 2012 and 2011.

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NOTE 15. SUBSEQUENT EVENTS (Details Narrative) (USD $)	Jun. 08, 2013	Mar. 10, 2013	Dec. 31, 2012	Dec. 31, 2011	Jun. 08, 2013 BrazilInteractiveMediaShareholdersMember	Jun. 08, 2013 PreMergerShareholdersMember	Jun. 07, 2013 PreAmendmentMember	Jun. 07, 2013 PostAmendmentMember	Mar. 10, 2013 SeriesAMember	Mar. 10, 2013 SeriesEPreferredStockMember	Mar. 10, 2013 SeriesCPreferredStockMember	Mar. 11, 2013 FromSeriesAMember	Mar. 11, 2013 FromSeriesEPreferredStockMember	Mar. 13, 2013 SeriesGPreferredStockMember	Mar. 11, 2013 SeriesGPreferredStockMember	Jun. 07, 2013 SeriesGPreferredStockMember PreAmendmentMember	Jun. 07, 2013 SeriesGPreferredStockMember PostAmendmentMember	Mar. 11, 2013 FromConvertibleNotesPayableMember	Mar. 22, 2013 SeriesHPreferredStockMember	Jun. 07, 2013 SeriesHPreferredStockMember PreAmendmentMember	Jun. 07, 2013 SeriesHPreferredStockMember PostAmendmentMember	May 14, 2013 FromSeriesCPreferredStockMember
Common Stock, Shares Issued	40,000,000	2,448,665,750	1,000,000	0			2,481,913,195	292,917	19,000,000			19,000,000	4,152,295					8,220,150				1,875,000
Preferred Stock, Shares Issued	2,500		0	0						3,115	75			3,740,000	210,746	3,970,746	3,970,746		2,500	2,500	2,500
Common Stock, Shares Authorized			80,000,000	0			5,000,000,000	100,000,000
Common Stock, Par Value			$ 0.0001	$ 0			$ 0.00001	$ 0.00001
Preferred Stock, Shares Authorized			20,000,000	0			15,000,000	5,000,000
Preferred Stock, Par Value			$ 0.0001	$ 0			$ 0.01	$ 0.01
Equity Ownership, Percentage					93.50%	6.50%

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Statements of Operations (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Revenue	$ 3,949,624	$ 2,035,416
Cost of sales	(2,518,980)	(1,195,695)
Gross profit	1,430,645	839,721
Operating Expenses:
Other taxes	283,374	61,938
Payroll	435,574	432,521
Contract labor		144,131
Rent	118,355	42,434
Other general and administrative expenses	179,921	68,964
Operating income	413,420	89,732
Other income (expense):
Interest expense	(49,001)	(14,207)
Other receivable write off- related party	(390,000)
Total Other income (expense):	(439,001)	(14,207)
Income before income taxes	(25,581)	75,525
Income taxes	(303,679)	(19,646)
Net income	(329,260)	55,880
Other comprehensive income (expense)
Foreign currency translation adjustment	(9,049)	(4,966)
Comprehensive income	$ (338,309)	$ 50,914
Basic and fully diluted net income (loss) per common share:	$ (3.95)
Weighted average common shares outstanding	83,333

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NOTE 4. FIXED ASSETS

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

NOTE 4. FIXED ASSETS

NOTE 4. FIXED ASSETS

Fixed assets were comprised of the following as of December 31, 2012 and 2011:

	2012		2011
Cost:
Machinery and equipment	$	439,560	$	0
Furniture and fixtures		8,059		0
Total cost		447,619		0
Less: Accumulated depreciation		0		0
Property and equipment, net	$	447,619	$	0

There was no depreciation expense recorded for the year ended December 31, 2012 since the acquisition was completed at the end of 2012 and the fixed assets were not yet placed in service for depreciation purpose.

The Company’s fixed assets are pledged as collateral in the event of default on the note payable. See note 7.

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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2012

Note 2. Summary Of Significant Accounting Policies Tables

NOTE 2. FIXED ASSETS, NET (SCHEDULE)

	Depreciable Life	Residual Value
Machinery and Equipment	5 years	5	%
Furniture and Fixture	7 years	5	%

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NOTE 12. CONCENTRATION AND RISK

12 Months Ended

Dec. 31, 2012

Risks and Uncertainties [Abstract]

NOTE 12. CONCENTRATION AND RISK

NOTE 12. CONCENTRATION AND RISK

(a) Major Customers

The Company had one customer from which the Company generated 100% and 91.3% revenues during the years ended December 31, 2012 and 2011, respectively.

(b) Major Vendors

During the year ended December 31, 2012, major vendors were as follows:

Vendors		Purchases
Rio Bonito		537,232	21	%
Total	$	537,232	21	%

During the year ended December 31, 2011, major vendors were as follows:

Vendors		Purchases
Rio Bonito		251,811	21	%
Total	$	251,811	21	%

(c) Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and trade accounts receivable. The Company performs ongoing credit evaluations of its customers' financial condition, but does not require collateral to support such receivables.

As of December 31, 2012 and 2011, substantially all of the Company’s cash and cash equivalents were held by financial institutions located in Brazil, which the Company’s management believes are of high credit quality.

The Company’s operations are carried out in Brazil. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in Brazil and by the general state of the local economy. The Company’s operations in Brazil are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. The Company’s results may be affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. 

In addition, the Company is subject to risks common to companies in its industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel.

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NOTE 11. COMMITMENT AND CONTINGENCIES - NOTE 11. COMMITMENT AND CONTINGENCIES (SCHEDULE) (Details) (USD $)	Dec. 31, 2012
COMMITMENTS AND CONTINGENCIES
Year ended, December 31, 2013	$ 119,766
2014	123,359
2015	127,060
Total	$ 370,185

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NOTE 4. FIXED ASSETS - NOTE 4. FIXED ASSETS (SCHEDULE) (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Abstract]
Machinery and equipment	$ 439,560	$ 0
Furniture and fixtures	8,059	0
Total cost	447,619	0
Less: Accumulated depreciation	0	0
Property and equipment, net	$ 447,619	$ 0

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NOTE 6. TAX INSTALLMENTS PAYABLE (Tables)

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 6. TYPE OF TAX (SCHEDULE)

Type of tax		Balance as of December 31, 2012
Cofins Payable - Tax on Service	$	107,084
PIS Withheld Payable – Tax on Services		22,725
Social Contribution Payable – Social Security Tax		84,230
Income Tax Payable		222,316
Total	$	436,355

NOTE 6. TAX INSTALLMENTS PAYABLE SCHEDULE (SCHEDULE)

Year Ended
December 31		Principal		Fines		Interest		Total
	2013	$	87,271	$	17,454	$	4,763	$	109,488
	2014		87,271		17,454		4,763		109,488
	2015		87,271		17,454		4,763		109,488
	2016		87,271		17,454		4,763		109,488
	2017		87,271		17,454		4,763		109,488
		$	436,355	$	87,270	$	23,815	$	547,440

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NOTE 4. FIXED ASSETS (Tables)

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

NOTE 4. FIXED ASSETS (SCHEDULE)

	2012		2011
Cost:
Machinery and equipment	$	439,560	$	0
Furniture and fixtures		8,059		0
Total cost		447,619		0
Less: Accumulated depreciation		0		0
Property and equipment, net	$	447,619	$	0

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NOTE 9. INCOME TAXES - NOTE 9. INCOME TAXES (SCHEDULE) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Schedule of Investments [Abstract]
Current taxes	$ 303,679	$ 19,646
Deferred taxes	0	0
Tax Expense	$ 303,679	$ 19,646

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NOTE 1. ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative)	Nov. 28, 2012
PaleselMember
Ownership Percentage	88.50%
BrazilianMember
Ownership Percentage	5.50%
TPsomiadisMember
Ownership Percentage	6.00%

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NOTE 6. TAX INSTALLMENTS PAYABLE - NOTE 6. TYPE OF TAX (SCHEDULE) (Details) (USD $)	Dec. 31, 2012
Tax Payable	$ 436,355
Cofins Payable
Tax Payable	107,084
PIS Withheld
Tax Payable	22,725
Social Security
Tax Payable	84,230
Income Tax Payable
Tax Payable	$ 222,316

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NOTE 11. COMMITMENT AND CONTINGENCIES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
COMMITMENTS AND CONTINGENCIES
Rent Expense	$ 118,355	$ 42,434

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NOTE 11. COMMITMENT AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2012

COMMITMENTS AND CONTINGENCIES

NOTE 11. COMMITMENT AND CONTINGENCIES (SCHEDULE)

	Lease payment
Year ended, December 31, 2013	$	119,766
2014	$	123,359
2015	$	127,060
Total	$	370,185

XML

NOTE 7. NOTE PAYABLE - NOTE 7. NOTE PAYABLE (SCHEDULE) (Details) (USD $)	Dec. 31, 2012
Debt Disclosure [Abstract]
2013	$ 170,000
Total	$ 170,000

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NOTE 3. ACCOUNTS RECEIVABLE (Tables)

12 Months Ended

Dec. 31, 2012

Receivables [Abstract]

NOTE 3. ACCOUNTS RECEIVABLE (SCHEDULE)

	2012		2011
Gross trade accounts receivable from customers	$	484,982	$	161,005
Allowance for doubtful customer accounts		0		0
Accounts receivable, net	$	484,982	$	161,005

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Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities:
Net income (loss)	$ (329,260)	$ 55,880
Other receivable write off- related party	(390,000)
Changes in operating assets and liabilities:
Accounts receivable	(354,904)	(176,709)
Other receivable- related party	(390,000)
Prepayments and advances	82,618	(178,132)
Accounts payable and accrued expenses	274,087	405,820
Taxes payables	133,331	81,684
Net cash provided by (used in) operating activities	(194,128)	188,543
Cash flows from investing activities:
Purchase of equipment	(8,450)
Net cash (used in) investing activities	(8,450)
Cash flows from financing activities:
Proceeds from bank loan payable	67,478	114,860
Proceed from note payable	170,000
Principal repayments of bank loan payable	(64,244)	(91,299)
Proceeds from issuing common stock	100
Net cash provided by financing activities	173,334	23,561
Foreign currency translation adjustment	(17,650)	(18,880)
Increase (decrease) in cash and cash equivalents	(46,893)	193,225
Cash and cash equivalents at beginning of year	193,225
Cash and cash equivalents at end of year	146,331	193,225
Cash paid for:
Income tax
Interest	24,028	12,388
NON-CASH INVESTING ACTIVITIES
Shareholder contribution of equipment	219,780
Payment of accounts receivable with fixed assets	$ 219,389

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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting.

Use of Estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivables, inventories, income taxes and the estimation on useful lives of property, plant and equipment. Actual results could differ from these estimates.

Generally Accepted Accounting Principles (“GAAP”)

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Such accounting principles differ in certain respects from accounting principles generally accepted in Brazil (“Brazilian GAAP”), which is applied by the Company for its annual consolidated financial statement preparation. Unless otherwise specified, all references in these financial statements to (i) “reais,” the “real” or “R$” are to the Brazilian real (singular), or to the Brazilian reais (plural), the legal currency of Brazil, and (ii) “U.S. dollars” or “$” are to United States dollars.

Basis of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiary. 

All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. As of December 31, 2012 and 2011, the Company did not record an allowance for uncollectible accounts.

  Fixed Assets, Net

Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: 

	Depreciable Life	Residual Value
Machinery and Equipment	5 years		5	%
Furniture and Fixture	7 years		5	%

Expenditures for maintenance and repairs that do not make the fixed asset more useful or prolong its useful life are expensed as incurred.

Fair Value for Financial Assets and Financial Liabilities

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2012 and 2011 nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the for the years ended December 31, 2012 and 2011, respectively.

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 with an interactive telephone calling component using its own unique and proprietary programs that include quiz shows, games, psychics and live chat formats. 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. Members of the television audiences participate in real time by telephone. The local telecommunications providers charge various per-minute rates for the incoming calls and share a portion of the revenue with the Company. Revenue is recognized by the Company when the minute volume of calls from audiences are determined by the Company’s local telecommunications providers.

Cost of Revenues

Cost of revenues consists primarily of media cost, leasing expenses related to satellite uplinks and other costs directly attributable to the provision of services.

Income Taxes

Income taxes are determined in accordance with Accounting Standards Codification Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company conducts its primary business in Brazil and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority. As of December 31, 2012 and 2011, the Company had outstanding income taxes due with the tax authority in Brazil in the amounts of $305,897 and $16,287, respectively. A portion of the income tax due in 2012, or $222,316, will be paid over time pursuant to an installment plan entered into by the Company and the tax authority in Brazil.

Earnings per share

The Company reports earnings (loss) per share in accordance with FASB Accounting Standards Codification 260 “Earnings per Share” (“ASC 260”). This statement requires dual presentation of basic and diluted earnings (loss) with a reconciliation of the numerator and denominator of the earnings (loss) per share computations. Basic earnings per share amounts are based on the weighted average shares of common outstanding. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Accordingly, this presentation has been adopted for the periods presented. There were no adjustments required to net income for the periods presented in the computation of diluted earnings per share. There were no common stock equivalents (CSE) necessary for the computation of diluted earnings per share.

Comprehensive income

The Company adopted FASB Accounting Standards Codification 220 “Comprehensive Income” (ASC “220”) which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during the year from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated balance sheets consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Foreign currency translation

The functional currency of the Company is the Brazilian Real. The Company maintains its consolidated financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet date. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

For financial reporting purposes, the consolidated financial statements of the Company, which are prepared using the functional currency, have been translated into United States dollars. Current assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates of the year while fixed assets and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity. The exchange rates in effect as of December 31, 2012 and 2011 were US$1 for R$2.05 and R$1.86, respectively. The average exchange rates for the two years ended December 31, 2012 and 2011 were US$1 for R$1.95 and R$1.69, respectively. There is no significant fluctuation in exchange rate for the conversion of Brazilian Real to US dollars after the balance sheet date.

Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements.

 Related Parties

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

Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s consolidated financial position, consolidated results of operations or consolidated cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended December 30, 2012 or 2011.

Subsequent Events

The Company evaluated for subsequent events through the issuance date of the Company’s financial statements.

Recently issued accounting standards

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

In May 2011, FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”).  ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively.  The Company anticipates that the adoption of this standard will not materially expand its financial statement note disclosures.

In June 2011, FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which amends current comprehensive income guidance.  This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity.  Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements.  ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011, with early adoption permitted.  The Company is reviewing ASU 2011-05 to ascertain its impact on the Company’s financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”, which allows, but does not require, an entity when performing its annual goodwill impairment test the option to first do an initial assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount for purposes of determining whether it is even necessary to perform the first step of the two-step goodwill impairment test. Accordingly, based on the option created in ASU 2011-08, the calculation of a reporting unit’s fair value is not required unless, as a result of the qualitative assessment, it is more likely than not that fair value of the reporting unit is less than its carrying amount. If it is less, the quantitative impairment test is then required. ASU 2011-08 also provides for new qualitative indicators to replace those currently used. Prior to ASU 2011-08, entities were required to test goodwill for impairment on at least an annual basis, by first comparing the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit is less than its carrying amount, then the second step of the test is performed to measure the amount of impairment loss, if any. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company adopted ASU 2011-08 during the first quarter of fiscal 2013. The adoption of ASU 2011-08 did not impact the Company’s results of operations or financial condition.

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, the Company does not expect that the adoption of this standard will have a material impact on its results of operations, cash flows or financial condition.

In July 2012, the FASB issued ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment”. The guidance allows companies to perform a “qualitative” assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test.

ASU 2012-02 allows companies the option to first assess qualitatively whether it is more likely than not that an indefinite-lived intangible asset is impaired, before determining whether it is necessary to perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. Companies can choose to perform the qualitative assessment on none, some, or all of its indefinite-lived intangible assets or choose to only perform the quantitative impairment test for any indefinite-lived intangible in any period.

ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company is in the process of evaluating the guidance and the impact ASU 2012-02 will have on its consolidated financial statements.

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NOTE 5. BANK LOANS PAYABLE

12 Months Ended

Dec. 31, 2012

Payables and Accruals [Abstract]

NOTE 5. BANK LOANS PAYABLE

NOTE 5. BANK LOANS PAYABLE

The Company has a few monthly unsecured loans with HSBC at interest rates ranging from 1.08% to 6% per month. The balance on these loans was $22,621 and $21,467 as of December 31, 2012 and 2011, respectively. Accordingly, the Company recorded interest expense of $7,053 and $12,388 during the years ended December 31, 2012 and 2011, respectively.

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NOTE 3. ACCOUNTS RECEIVABLE

12 Months Ended

Dec. 31, 2012

Receivables [Abstract]

NOTE 3. ACCOUNTS RECEIVABLE

NOTE 3. ACCOUNTS RECEIVABLE

Accounts receivable was comprised of the following amounts as of December 31, 2012 and 2011:

	2012		2011
Gross trade accounts receivable from customers	$	484,982	$	161,005
Allowance for doubtful customer accounts		0		0
Accounts receivable, net	$	484,982	$	161,005

There was no bad debt expenses recognized during the years ended December 31, 2012 and 2011 in the accompanying consolidated income statements.

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NOTE 6. TAX INSTALLMENTS PAYABLE - NOTE 6. TAX INSTALLMENTS PAYABLE SCHEDULE (SCHEDULE) (Details) (USD $)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Notes to Financial Statements
Principal	$ 87,271	$ 87,271	$ 87,271	$ 87,271	$ 87,271
Fines	17,454	17,454	17,454	17,454	17,454
Interest	4,763	4,763	4,763	4,763	4,763	(49,001)	(14,207)
Total	$ 109,488	$ 109,488	$ 109,488	$ 109,488	$ 109,488

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NOTE 7. NOTE PAYABLE (Tables)

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

NOTE 7. NOTE PAYABLE (SCHEDULE)

	Amount
2013	$	170,000
Total	$	170,000

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NOTE 12. CONCENTRATION AND RISK (Tables)

12 Months Ended

Dec. 31, 2012

Risks and Uncertainties [Abstract]

NOTE 12. CONCENTRATION (SCHEDULE)

Vendors		Purchases
Rio Bonito		537,232	21	%
Total	$	537,232	21	%

During the year ended December 31, 2011, major vendors were as follows:

Vendors		Purchases
Rio Bonito		251,811	21	%
Total	$	251,811	21	%

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NOTE 3. ACCOUNTS RECEIVABLE - NOTE 3. ACCOUNTS RECEIVABLE (SCHEDULE) (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Receivables [Abstract]
Gross trade accounts receivable from customers	$ 484,982	$ 161,005
Allowance for doubtful customer accounts	0	0
Accounts receivable, net	$ 484,982	$ 161,005

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NOTE 16. RESTATEMENTS OF FINANCIAL STATEMENTS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012
Change in Operating Liabilities	$ 390,000
Change in Accounts and Other Receivables	390,000
ScenarioAdjustmentMember
Other Expenses	49,001
RestatementAdjustmentMember
Other Expenses	$ 439,001

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NOTE 12. CONCENTRATION AND RISK - NOTE 12. CONCENTRATION (SCHEDULE) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Purchases	$ 537,232	$ 251,811
Concentration	0.21	0.21
Rio Bonito
Purchases	$ 537,232	$ 251,811
Concentration	0.21	0.21

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NOTE 8. CAPITAL STRUCTURE (Details Narrative) (USD $)	Jun. 08, 2013	Mar. 10, 2013	Dec. 31, 2012	Dec. 31, 2011
Stockholders equity
Common Stock, Shares Authorized			80,000,000	0
Common Stock, Par Value			$ 0.0001	$ 0
Preferred Stock, Shares Authorized			20,000,000	0
Preferred Stock, Par Value			$ 0.0001	$ 0
Common Stock, Shares Issued	40,000,000	2,448,665,750	1,000,000	0

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Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock, shares authorized	20,000,000	0
Common stock, par value	$ 0.0001	$ 0
Common stock, shares authorized	80,000,000	0
Common stock, shares issued	1,000,000	0
Common stock, shares outstanding	1,000,000	0

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NOTE 8. CAPITAL STRUCTURE

12 Months Ended

Dec. 31, 2012

Stockholders equity

NOTE 8. CAPITAL STRUCTURE

NOTE 8. CAPITAL STRUCTURE

As of December 31, 2012, the Company is authorized to issue 80,000,000 shares of common stock, par value $.0001 per share, and 20,000,000 shares of preferred stock, par value $.0001 per share. As of December 31, 2012, there were 1,000,000 shares of common stock issued and outstanding.

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Shareholders Equity (USD $)	Common Stock	Due from Shareholders	Additional Paid-In Capital	Accumulated Other Comprehensive Income / Loss	Retained Earnings / Accumulated Deficit	Total
Balance, beginning, amount at Dec. 31, 2010		$ (5,367)	$ 5,367
Balance, beginning, shares at Dec. 31, 2010
Net income/(loss)					55,880	55,880
Translation adjustments				(4,966)		(4,966)
Balance, ending, amount at Dec. 31, 2011		(5,367)	5,367	(4,966)	55,880	50,914
Balance, beginning, shares at Dec. 31, 2011
Shares issued for cash, shares	1,000,000
Shares issued for cash, amount	100					100
Shareholder contribution of equipment			219,780			219,780
Net income/(loss)					(329,260)	(329,260)
Translation adjustments				(9,049)		(9,049)
Balance, ending, amount at Dec. 31, 2012	$ 100	$ (5,367)	$ 225,147	$ (14,015)	$ (273,380)	$ (67,515)
Balance, ending, shares at Dec. 31, 2012	1,000,000

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Balance Sheets (USD $)	Dec. 31, 2012	Dec. 31, 2011
Current assets:
Cash	$ 146,331	$ 193,255
Accounts receivable	484,982	161,005
Prepayments and advances	68,910	162,302
Total current assets	700,223	516,562
Fixed assets	447,619
TOTAL ASSETS	1,147,841	516,562
Current liabilities:
Accounts payable and accrued expenses	171,497	369,755
Due to third party	220,000
Taxes payable	194,883	74,425
Note payable	170,000
Bank loans payable	22,621	21,467
Total current liabilities	779,001	465,647
Long-term liabilities:
Tax installments payable	436,355
Total long-term liabilities	436,355
TOTAL LIABILITIES	1,215,356	465,647
Stockholders equity
Common stock ($0.0001 par value, 80,000,000 shares authorized; 1,000,000 and -0- shares issued and outstanding as of December 31, 2012 and 2011, respectively)	100
Preferred stock ($0.0001 par value, 20,000,000 shares authorized, -0- and -0- shares issued and outstanding as of December 31. 2012 and 2011, respectively)
Due from shareholders	(5,367)	(5,367)
Additional paid-in-capital	225,147	5,367
Accumulated other comprehensive income (loss)	(14,015)	(4,966)
Retained earnings (deficit)	(273,380)	55,880
TOTAL STOCKHOLDERS EQUITY	(67,515)	50,914
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY	$ 1,147,841	$ 516,562

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NOTE 12. CONCENTRATION AND RISK (Details Narrative) (CustomerConcentrationRiskMember)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
CustomerConcentrationRiskMember
Customer Concentration Risk	100.00%	91.30%

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NOTE 9. INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Investments [Abstract]

NOTE 9. INCOME TAXES (SCHEDULE)

	2012		2011
Current taxes	$	303,679	$	19,646
Deferred taxes		0		0
	$	303,679	$	19,646

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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting.

Use of Estimates

Use of Estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivables, inventories, income taxes and the estimation on useful lives of property, plant and equipment. Actual results could differ from these estimates.

Generally Accepted Accounting Principles (GAAP)

Generally Accepted Accounting Principles (“GAAP”)

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Such accounting principles differ in certain respects from accounting principles generally accepted in Brazil (“Brazilian GAAP”), which is applied by the Company for its annual consolidated financial statement preparation. Unless otherwise specified, all references in these financial statements to (i) “reais,” the “real” or “R$” are to the Brazilian real (singular), or to the Brazilian reais (plural), the legal currency of Brazil, and (ii) “U.S. dollars” or “$” are to United States dollars.

Basis of Consolidation

Basis of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiary. 

All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts Receivable

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. As of December 31, 2012 and 2011, the Company did not record an allowance for uncollectible accounts.

Fixed Assets, Net

  Fixed Assets, Net

Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: 

	Depreciable Life	Residual Value
Machinery and Equipment	5 years	5	%
Furniture and Fixture	7 years	5	%

Expenditures for maintenance and repairs that do not make the fixed asset more useful or prolong its useful life are expensed as incurred.

Fair Value for Financial Assets and Financial Liabilities

Fair Value for Financial Assets and Financial Liabilities

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2012 and 2011 nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the for the years ended December 31, 2012 and 2011, respectively.

Revenue Recognition

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 with an interactive telephone calling component using its own unique and proprietary programs that include quiz shows, games, psychics and live chat formats. 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. Members of the television audiences participate in real time by telephone. The local telecommunications providers charge various per-minute rates for the incoming calls and share a portion of the revenue with the Company. Revenue is recognized by the Company when the minute volume of calls from audiences are determined by the Company’s local telecommunications providers.

Cost of Revenues

Cost of Revenues

Cost of revenues consists primarily of media cost, leasing expenses related to satellite uplinks and other costs directly attributable to the provision of services.

Income Taxes

Income Taxes

Income taxes are determined in accordance with Accounting Standards Codification Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company conducts its primary business in Brazil and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority. As of December 31, 2012 and 2011, the Company had outstanding income taxes due with the tax authority in Brazil in the amounts of $305,897 and $16,287, respectively. A portion of the income tax due in 2012, or $222,316, will be paid over time pursuant to an installment plan entered into by the Company and the tax authority in Brazil.

Earnings per share

Earnings per share

The Company reports earnings (loss) per share in accordance with FASB Accounting Standards Codification 260 “Earnings per Share” (“ASC 260”). This statement requires dual presentation of basic and diluted earnings (loss) with a reconciliation of the numerator and denominator of the earnings (loss) per share computations. Basic earnings per share amounts are based on the weighted average shares of common outstanding. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Accordingly, this presentation has been adopted for the periods presented. There were no adjustments required to net income for the periods presented in the computation of diluted earnings per share. There were no common stock equivalents (CSE) necessary for the computation of diluted earnings per share.

Comprehensive income

Comprehensive income

The Company adopted FASB Accounting Standards Codification 220 “Comprehensive Income” (ASC “220”) which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during the year from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated balance sheets consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Foreign currency translation

Foreign currency translation

The functional currency of the Company is the Brazilian Real. The Company maintains its consolidated financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet date. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

For financial reporting purposes, the consolidated financial statements of the Company, which are prepared using the functional currency, have been translated into United States dollars. Current assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates of the year while fixed assets and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity. The exchange rates in effect as of December 31, 2012 and 2011 were US$1 for R$2.05 and R$1.86, respectively. The average exchange rates for the two years ended December 31, 2012 and 2011 were US$1 for R$1.95 and R$1.69, respectively. There is no significant fluctuation in exchange rate for the conversion of Brazilian Real to US dollars after the balance sheet date.

Off-balance sheet arrangements

Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements.

Related Parties

 Related Parties

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

Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s consolidated financial position, consolidated results of operations or consolidated cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows.

Uncertain Tax Positions

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended December 30, 2012 or 2011.

Subsequent Events

Subsequent Events

The Company evaluated for subsequent events through the issuance date of the Company’s financial statements.

Recently issued accounting standards

Recently issued accounting standards

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

In May 2011, FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”).  ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively.  The Company anticipates that the adoption of this standard will not materially expand its financial statement note disclosures.

In June 2011, FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which amends current comprehensive income guidance.  This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity.  Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements.  ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011, with early adoption permitted.  The Company is reviewing ASU 2011-05 to ascertain its impact on the Company’s financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”, which allows, but does not require, an entity when performing its annual goodwill impairment test the option to first do an initial assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount for purposes of determining whether it is even necessary to perform the first step of the two-step goodwill impairment test. Accordingly, based on the option created in ASU 2011-08, the calculation of a reporting unit’s fair value is not required unless, as a result of the qualitative assessment, it is more likely than not that fair value of the reporting unit is less than its carrying amount. If it is less, the quantitative impairment test is then required. ASU 2011-08 also provides for new qualitative indicators to replace those currently used. Prior to ASU 2011-08, entities were required to test goodwill for impairment on at least an annual basis, by first comparing the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit is less than its carrying amount, then the second step of the test is performed to measure the amount of impairment loss, if any. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company adopted ASU 2011-08 during the first quarter of fiscal 2013. The adoption of ASU 2011-08 did not impact the Company’s results of operations or financial condition.

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, the Company does not expect that the adoption of this standard will have a material impact on its results of operations, cash flows or financial condition.

In July 2012, the FASB issued ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment”. The guidance allows companies to perform a “qualitative” assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test.

ASU 2012-02 allows companies the option to first assess qualitatively whether it is more likely than not that an indefinite-lived intangible asset is impaired, before determining whether it is necessary to perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. Companies can choose to perform the qualitative assessment on none, some, or all of its indefinite-lived intangible assets or choose to only perform the quantitative impairment test for any indefinite-lived intangible in any period.

ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company is in the process of evaluating the guidance and the impact ASU 2012-02 will have on its consolidated financial statements.

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NOTE 7. NOTE PAYABLE (Details Narrative) (USD $)	Dec. 31, 2012
Debt Disclosure [Abstract]
Account Payable Interest Rate	2.00%
Debt Instrument, Carrying Amount	$ 170,000
Collateral Net Book Value	$ 447,619

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NOTE 16. RESTATEMENTS OF FINANCIAL STATEMENTS - NOTE 16. RESTATEMENTS OF FINANCIAL STATEMENTS (SCHEDULE) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Due to third party	$ 220,000
Retained earnings (deficit)	(273,380)	55,880
Other receivable write off - related party	(390,000)
Net income (loss)	(329,260)	55,880
Basic and fully diluted net income per common share	$ (3.95)
Original
Due to third party
Note Payable
Retained earnings (deficit)	116,620
Other receivable write off - related party
Net income (loss)	60,740
Basic and fully diluted net income per common share	$ 0.73
Restated
Due to third party	220,000
Note Payable	170,000
Retained earnings (deficit)	(273,380)
Other receivable write off - related party	390,000
Net income (loss)	$ (329,260)
Basic and fully diluted net income per common share	$ (3.95)

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NOTE 5. BANK LOANS PAYABLE (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Payables and Accruals [Abstract]
Debt Instrument Interest Rate, Minimum	1.08%
Debt Instrument Interest Rate, Maximum	6.00%
Debt Instrument Carrying Amount	$ 22,621	$ 21,467
Interest Expense	$ 7,053	$ 12,388

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NOTE 2. FIXED ASSETS, NET (SCHEDULE) (Details)	12 Months Ended
	Dec. 31, 2012
Machinery and Equipment
Depreciable Life	5 years
Residual Value	500.00%
Furniture and Fixtures
Depreciable Life	7 years
Residual Value	500.00%

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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Accounting Policies [Abstract]
Accrued Income Taxes, NonCurrent	$ 305,897	$ 16,287
Deferred Income Tax Expense	$ 222,316

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NOTE 7. NOTE PAYABLE

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

NOTE 7. NOTE PAYABLE

NOTE 7. NOTE PAYABLE

The company has a loan payable bearing monthly interest of 2% as of December 31, 2012. The balance of this loan was $170,000 as of December 31, 2012 and is secured by the Company’s fixed assets with a net book value of $447,619. The effect of accrued interest for the year ended December 31, 2012 is immaterial to the consolidated financial statements taken as a whole.

Principal maturities of the loan payable as of December 31, 2012 are as follows:

	Amount
2013	$	170,000
Total	$	170,000

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NOTE 10. EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

NOTE 10. EARNINGS PER SHARE (SCHEDULE)

	2012		2011
Numerator:
Net income (loss)	$	-329,260	$	55,880
Denominator:
Weighted average number of shares outstanding
Basic		83,333		—
Earnings (loss) per share
Basic and fully diluted	$	-3.95	$	—

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NOTE 6. TAX INSTALLMENTS PAYABLE (Details Narrative) (USD $)	Dec. 31, 2012
Notes to Financial Statements
Accrued Income Tax Installments Payable	$ 436,355

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NOTE 10. EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

NOTE 10. EARNINGS PER SHARE

NOTE 10. EARNINGS PER SHARE

The following table sets forth the computation of basic earnings per share for the years ended December 31, 2012 and 2011 indicated:

	2012		2011
Numerator:
Net income (loss)	$	-329,260	$	55,880
Denominator:
Weighted average number of shares outstanding
Basic		83,333		—
Earnings (loss) per share
Basic and fully diluted	$	-3.95	$	—

The basic earnings (loss) per share were calculated using the net income and the weighted average number of shares outstanding during the reporting periods. All share and per share data have been adjusted to reflect the recapitalization of the Company in the Exchange.

The Company had no dilutive instruments as of December 31, 2012 and 2011.

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NOTE 6. TAX INSTALLMENTS PAYABLE

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 6. TAX INSTALLMENTS PAYABLE

NOTE 6. TAX INSTALLMENTS PAYABLE

In 2012, an installment plan was entered into by the Company and the tax authority in Brazil, pursuant to which the following taxes will be paid over time. As of December 31, 2012, the outstanding balance on the tax installments payable was $436,355.

Type of tax	Balance as of December 31, 2012
Cofins Payable - Tax on Service	$	107,084
PIS Withheld Payable – Tax on Services		22,725
Social Contribution Payable – Social Security Tax		84,230
Income Tax Payable		222,316
Total	$	436,355

The company’s plan to pay back the tax installments, along with interest and fines, for the next 5 years is as follows:

Year Ended
December 31		Principal		Fines		Interest		Total
	2013	$	87,271	$	17,454	$	4,763	$	109,488
	2014		87,271		17,454		4,763		109,488
	2015		87,271		17,454		4,763		109,488
	2016		87,271		17,454		4,763		109,488
	2017		87,271		17,454		4,763		109,488
		$	436,355	$	87,270	$	23,815	$	547,440

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NOTE 1. ORGANIZATION AND BUSINESS BACKGROUND

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

NOTE 1.ORGANIZATION AND BUSINESS BACKGROUND

NOTE 1. ORGANIZATION AND BUSINESS BACKGROUND

Brazil Interactive Media Inc. (the “Company” or “BIMI”) was incorporated in the State of Delaware on September 11, 2012.  The principal activity of BIMI at that time was seeking and consummating a merger or acquisition opportunity with EsoTV Brasil Trade Promotion and Advertising License Ltda. (“ESOTV”), a corporation organized under the laws of Federative Republic of Brazil (“Brazil”).

On November 28, 2012, the Company entered into a Plan of Exchange agreement (the “Plan of Exchange”) between and among the Company and Jose Percival Palesel, the sole owner of ESOTV. By this agreement, BIMI was transferred all issued and outstanding shares of EsoTV (100,000 "quotas") from Palesel in exchange for the founder's shares of BIMI issued on November 28, 2012.  As a result of the agreement, Palesel received an 88.5% stake in BIMI via his U.S.A. LLC Brazil Interactive Holdings, Brazilian Investment Group, LLC received a 5.5% stake, and Themistocles Psomiadis received a 6% stake. By means of an assignment agreement dated December 6, 2012, Palesel transferred his ownership of Brazil Interactive Holdings, LLC to Andrea Villas Boas.

The stock exchange transaction was accounted for as a reverse acquisition and recapitalization of the Company whereby ESOTV was deemed to be the accounting acquirer (legal acquiree) and the Company to be the accounting acquiree (legal acquirer).  The accompanying consolidated financial statements are in substance those of ESOTV, with the assets and liabilities, and revenues and expenses, of the Company being included effective from the date of stock exchange transaction.  The Company is deemed to be a continuation of the business of ESOTV.  Accordingly, the accompanying consolidated financial statements include the following:

(1) The balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the accounting acquiree at historical cost;

(2) The financial position, results of operations, and cash flows of the accounting acquirer for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree from the date of stock exchange transaction.

Brazil Interactive Media, Inc. and ESOTV are hereinafter referred to as (the “Company”).

ESOTV started operation in June 2011.

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NOTE 13. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	Dec. 31, 2012
Related Party Transactions [Abstract]
Related Party Receivable	$ 390,000

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NOTE 10. EARNINGS PER SHARE - NOTE 10. EARNINGS PER SHARE (SCHEDULE) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Numerator:
Net income (loss)	$ (329,260)	$ 55,880
Denominator:
Weighted average number of shares outstanding Basic	83,333
Earnings (loss) per share Basic and fully diluted	$ (3.95)

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NOTE 16. RESTATEMENTS OF FINANCIAL STATEMENTS (Tables)

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 16. RESTATEMENTS OF FINANCIAL STATEMENTS (SCHEDULE)

As of December 31, 2012
		Original		Restated
Due to third party	$	—	$	220,000
Note Payable	$	—	$	170,000
Retained earnings (deficit)	$	116,620	$	(273,380	)

For the year ended December 31, 2012
		Original		Restated
Other receivable write off - related party	$	—	$	390,000
Net income (loss)	$	60,740	$	(329,260	)
Basic and fully diluted net income per common share	$	0.73	$	(3.95	)

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NOTE 13. RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2012

Related Party Transactions [Abstract]

NOTE 13. RELATED PARTY TRANSACTIONS

NOTE 13. RELATED PARTY TRANSACTIONS

The Company had $390,000 other receivable from a related party, which was written off as other expense for the year ended December 31, 2012.

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NOTE 9. INCOME TAXES

12 Months Ended

Dec. 31, 2012

Schedule of Investments [Abstract]

NOTE 9. INCOME TAXES

NOTE 9. INCOME TAXES

United States

The Company was incorporated in the United States of America and is subject to U.S. tax. No provisions for income taxes have been made as the Company has no U.S. related taxable income for the years presented.

Brazil

The Company’s subsidiary, ESOTV, 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.

The Company uses the asset and liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. There are no material timing differences and therefore no deferred tax asset or liability as of December 31, 2012 and 2011. There are no net operating loss carry forwards as of December 31, 2012 and 2011.

The effective income tax expenses for the years ended December 31, 2012 and 2011 are as follows:

	2012		2011
Current taxes	$	303,679	$	19,646
Deferred taxes		0		0
	$	303,679	$	19,646

According to Brazilian Federal Income Tax Regulation RIR/99, Article 516, a company with prior year's gross revenues not exceeding R$ 24,000,000.00 (approximately US$ 12,000,000.00) can choose between two types of taxation methods: the actual profit method and the presumed profit method. Management can choose what method to use based on the criteria of expected profit for that year but this choice must be declared with the tax authority at the beginning of the year. For year 2012, management chose presumed profit method to calculate its income tax. For year 2011, management chose actual profit method to calculate its income tax.

Under the presumed profit method, income tax is computed based on gross revenue. A presumed profit base which is equal to 32% of gross revenue is calculated first. If this presumed profit base is less than BRL 60,000, then 15% of this presumed profit base is the income tax due. If this presumed profit base is greater than BRL 60,000, then 15% of this presume profit base plus 10% of the difference between this presume profit base and BRL 60,000 is the final income tax due.

Under the actual profit method, income tax is computed quarterly based on quarterly net profit and the cumulative year-end profits are not relevant. Net profit is equal to net revenue minus deductible expenses. If the net profit is greater than BRL 60,000, then income tax is equal to 15% of net profit plus 10% of the difference between the net profit and BRL 60,000. If net profit is less than BRL 60,000 but greater than zero, income tax is equal to 15% of net profit. If net profit is less than zero (loss), no income tax is assessed for that quarter and for the next quarter and the quarters thereafter, the Company can deduct this loss from the calculated net profit before applying the 15% rate, the deduction is limited to 30% of the calculated net profit for the quarter and the unused loss can be carry forward into next quarter.

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NOTE 16. RESTATEMENTS OF FINANCIAL STATEMENTS

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 16. RESTATEMENTS OF FINANCIAL STATEMENTS

NOTE 16. RESTATEMENTS OF FINANCIAL STATEMENTS

On April 25, 2013, the Company’s management concluded that the Company’s audited financial statements for the year ended December 31, 2012 should no longer be replied on. Specifically, on the balance sheet, the Company’s currently liability was understated by $390,000 as of December 31, 2012. The company’s other receivable balance as of December 31, 2012 was also understated by $390,000, which was written off as other expense for the year ended December 31, 2012. On the income statement, the amount of other expense was increased from $49,001 to $439,001 for the year ended December 31, 2012.

The following table sets forth all the accounts in the original amounts and restated amounts, respectively.

As of December 31, 2012
		Original		Restated
Due to third party	$	—	$	220,000
Note Payable	$	—	$	170,000
Retained earnings (deficit)	$	116,620	$	(273,380	)

For the year ended December 31, 2012
		Original		Restated
Other receivable write off - related party	$	—	$	390,000
Net income (loss)	$	60,740	$	(329,260	)
Basic and fully diluted net income per common share	$	0.73	$	(3.95	)

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NOTE 14. SEGMENTS

12 Months Ended

Dec. 31, 2012

Segment Reporting [Abstract]

NOTE 14. SEGMENTS

NOTE 14. SEGMENTS

The Company determined that it do not operate in any material, separately reportable operating segments as of December 31, 2012 and 2011.

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Document and Entity Information	12 Months Ended
	Dec. 31, 2012
Document And Entity Information
Entity Registrant Name	Brazil Interactive Media, Inc.
Entity Central Index Key	0000945617
Document Type	8-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	true
Amendment Description	This Amendment No. 1 to Current Report on Form 8-K (the “Amendment”) hereby amends our Current Report on Form 8-K dated April 21, 2013, which we filed with the Securities and Exchange Commission (“SEC”) on April 21, 2013 (the “Original Filing”). This Amendment is being filed for the purpose of responding to certain SEC comments which requires the inclusion of additional information not contained in the Original Filing. Further, this Amendment expands the disclosure relating to the entry into a material definitive agreement and the current business of the Company.
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2012

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NOTE 15. SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

NOTE 15. SUBSEQUENT EVENTS

NOTE 15. SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2012 to the date these consolidated financial statements were issued. In addition to the transactions disclosed below, the Company does not have other material subsequent events to disclose in these financial statements, except as follows:

On January 28, 2013, Brazil Interactive Media Participações, Ltda., the Company’s Brazil holding company ("BIMI BR") was formed as a subsidiary of the Company, to be the holding company for EsoTV.  

On March 13, 2013, the Company entered into a merger agreement (the “Merger Agreement”) with Naturewell, Incorporated, a Delaware corporation (“Naturewell”), and Naturewell’s wholly-owned subsidiary, BIMI Acquisition Corp., a Delaware corporation incorporated by Naturewell on February 20, 2013 specifically for the purpose of consummating the Merger Agreement (the “Merger Sub”), pursuant to which Naturewell acquired all of the issued and outstanding shares of the Company. Prior to entering into the Merger Agreement, there was no relationship between the Company or its affiliates and Naturewell, other than in respect of the Merger Agreement and the transactions contemplated thereby.

On March 27, 2013, the effective date (“the Effective Date”) of the merger (the “Merger”), as provided for in the Merger Agreement, the Company and Brazil Interactive Media filed 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 was the surviving company and became a wholly-owned subsidiary of Naturewell. As a result of the Merger, Brazil Interactive Media’s name was changed to BIMI, Inc.

On May 16, 2013, pursuant to the Merger Agreement, Naturewell filed a certificate of amendment (the “Amendment”) with the state of Delaware, effecting a reverse stock split at a ratio of 8,484 to one, reducing the Company’s authorized shares, and changing the name of the Company to Brazil Interactive Media, Inc.

Before the consummation of the Merger, the Company had 2,448,665,750 shares of Common Stock, 19,000,000 shares of Series A Common Stock, 3,115 shares of Series E Convertible Preferred Stock, and 75 shares of Series C Convertible Preferred Stock issued and outstanding. In accordance with the Merger Agreement, the Company converted all shares of Series A Common Stock to 19,000,000 shares of regular common stock on March 11, 2013, all shares of Series E Convertible Preferred Stock to 4,152,295 shares of common stock on March 11, 2013, and all outstanding senior convertible notes to 210,746 shares of Series G Convertible Preferred Stock and 8,220,150 shares of Common Stock on March 11, 2013. The company issued 3,740,000 Shares of Series G Convertible Preferred Stock in exchange for the BIMI common stock on March 13, 2013. On March 22, 2013, the Company issued 2,500 shares of Series H Convertible Preferred Stock. For information about recent sales of unregistered securities, see Item 3.02 of this Current Report on Form 8-K. On May 14, 2013, the Company converted all shares of Series C Convertible Preferred Stock to 1,875,000 shares of Common Stock.

As a result, at the time of filing of the Amendment, 2,481,913,195 shares of Common Stock were issued and outstanding, 3,970,746 shares of Series G Convertible Preferred Stock, issued in connection with the Merger Agreement, were issued and outstanding, and 2,500 shares of Series H Convertible Preferred Stock were issued and outstanding. After the effects of the reverse split implemented by the Amendment, there were 292,917 shares of the Company’s Common Stock issued and outstanding, 3,970,746 shares of the Company’s Series G Convertible Preferred Stock issued and outstanding, and 2,500 shares of Series H Convertible Preferred Stock issued and outstanding. As a result of the Amendment, the Company decreased 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 $0.00001, and 5,000,000 shares of preferred stock, par value $0.01.

According to the Certificate of Designation establishing the Series G Convertible Preferred Stock, the Series G Convertible Preferred Stock is subject to an automatic forced conversion one business day following the date that a sufficient number of authorized and unissued shares of Common Stock becomes available to facilitate the conversion. By operation of the reverse stock split, filed on May 16, 2013, sufficient authorized and unissued shares of Common Stock became available, triggering an automatic conversion of all issued and outstanding Series G Convertible Preferred Stock to Common Stock. Those common shares in conversion of the Series G Convertible Preferred Stock have not yet been issued as of May 30, 2013. In accordance with a condition to the closing of the Merger Agreement, the Company will required that the Common Stock newly issued upon the conversion of the Series G Convertible Preferred Stock be subject to Lock Up and Leak Out Agreements that restrict the transferability of that Common Stock.

Although the Company has not yet, as of May 30, 2013, issued common stock in conversion of the Series G Convertible Preferred Stock, we expect to do so in the near future, predicated upon the execution of the Lock Up and Leak Out Agreements as a condition of the Merger Agreement. As a result of the Amendment and after the issuance of common shares in conversion of the Series G Convertible Preferred Stock, the Company expects to have approximately 40,000,000 shares of Common Stock issued and outstanding and 2,500 shares of Series H Convertible Preferred Stock issued and outstanding. The former Brazil Interactive Media Shareholders will then hold approximately 93.5% of the issued and outstanding Common Stock of the Company and the remaining 6.5% will be held by the Company's pre-merger shareholders.

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, and Mr. Jesus Quintero became the Chief Financial Officer of the Company.

We have begun to file annual and quarterly reports based upon the fiscal year-end of Brazil Interactive Media, which is December 31.