UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2014 (May 15, 2014)

BRAZIL INTERACTIVE MEDIA, INC.

(Exact name of registrant as specified in its charter)

3457 Ringsby Court, Unit 111, Denver, Colorado 82016-4900

 (Address of principal executive offices)  (Zip Code)

(720) 466-3789

Registrant’s telephone number, including area code

801 Brickell Avenue, Suite 900, Miami, Florida 33131

 (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 (see General Instruction A.2. below):

 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 This 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.

Explanatory Note: This Form 8-K/A amends the Current Report on Form 8-K filed on May 15, 2014 (the “Prior 8-K”) by the Company. This 8-K/A serves to file the updated press release which supersedes the press release which was filed as Exhibit 99.1 to the Prior 8-K and update Items 3.02 and 8.01 of the Prior 8-K.

Item 3.02

Unregistered Sales of Equity Securities

In connection with the Merger, the Company also closed a new round of financing in the amount of $395,000 led by Dutchess Opportunity Fund II LP (the “Financing”). The Financing was structured by selling debentures of the Company which are convertible into the Company’s common stock at a fixed price of $0.08 per share.

The Company is providing this notice in accordance with Rule 135c under the Securities Act of 1933, as amended (“Rule 135c”), and the notice contained herein does not constitute an offer to sell the Company’s securities, and is not a solicitation for an offer to purchase the Company’s securities. The securities offered have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 8.01

Other Events

On May 15, 2014, the Company issued a press release announcing that it had consummated a new round of financing. In accordance with Rule 135c, a copy of the press release titled, “Brazil Interactive Media Announces Acquisition of American Cannabis Consulting/New Round of Financing Led by Dutchess Opportunity Fund II LP ” is filed herewith as Exhibit 99.1.

Item 9.01 

Financial Statements and Exhibits.

The Company plans to file an amendment to this Current Report on Form 8-K to report the financial statements required to be disclosed hereunder.

(d) Exhibits.

SIGNATURES

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.