UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

FORM 10-Q

 [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

 

For the quarterly period ended March 31, 2014

 

OR

 

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

 

For the transition period from ___________to ____________

 

Commission File Number 000-26108

 

BRAZIL INTERACTIVE MEDIA, INC.

(Exact name of small business issuer as specified in its charter)

 

Delaware	94-2901715
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

  

 

801 Brickell Avenue, Suite 900

Miami, FL 33131

(Address, including zip code, of principal executive offices)

 

305-798-6621

(Issuer’s telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerate filer	[ ]		Accelerated Filer	[ ]
Non-accelerated filer	[ ]		Smaller reporting company	[x]

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [x]

 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of May 15, 2014, the issuer had 45,236,314 shares of common stock issued and outstanding.

 

Table of Contents 

BRAZIL INTERACTIVE MEDIA, INC.

 

INDEX

 

PART I. FINANCIAL INFORMATION			Page
Item 1.	Consolidated Financial Statements		1
	Consolidated Balance Sheets as of March 31, 2014 (Unaudited) and December 31, 2013 (Audited)		1
	Consolidated Statements of Operations for the Three Months Ended March 31, 2014 and March 31, 2013 (Unaudited)		3
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and March 31, 2013 (Unaudited)		4
	Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		22
Item 4.	Controls and Procedures		22
PART II.	OTHER INFORMATION		24
Item 1.	Legal Proceedings		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3.	Defaults Upon Senior Securities		24
Item 5.	Other Information		24
Item 6.	Exhibits		24
	SIGNATURES		25

 

Part I. Financial Information

 

Item 1. Financial Statements 

 

BRAZIL INTERACTIVE MEDIA, INC. and Subsidiary

Consolidated Balance Sheets

BRAZIL INTERACTIVE MEDIA, INC AND ITS SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2014 AND DECEMBER 31, 2013
			March 31, 2014				December 31, 2013
ASSETS			(Unaudited)				(Audited)
Current assets:
Cash		$	262,935			$	270,449
Accounts receivable			206,468				55,999
Prepayments and advances			43,097				41,455
Total Current Assets			512,500				367,903
Property, Plant and Equipment
Fixed assets			477,313				441,142
Accumulated depreciation			(112,026	)			(86,147	)
FIXED ASSETS - NET			365,287				354,995
Other Assets
Intangible Assets			4,653				4,471
Other Assets			6,649				6,387
Total Other Assets			11,302				10,858
TOTAL ASSETS			889,089				733,756
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses			1,390,444				1,019,320
Taxes payable			274,370				305,587
Current portion of loans payable			209,827				100,790
Loans from Directors and Officers			70,000				70,000
Bank loans payable			24,893				23,613
Total current liabilities			1,969,534				1,519,310
Long-term liabilities:
Loans payable			0				100,790
Tax payable - Longterm			312,546				319,284
Total Long-term liabilities			312,546				420,074
TOTAL LIABILITIES			2,282,080				1,939,384

 

BRAZIL INTERACTIVE MEDIA, INC. and Subsidiary

Consolidated Balance Sheet (cont’d)

 

BRAZIL INTERACTIVE MEDIA, INC AND ITS SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2014 AND DECEMBER 31, 2013

Stockholders' deficit
Series H preferred, $0.01 par value, 30,000 shares authorized; 2,500 and -0- shares issued and outstanding, respectively			25				25
Common stock,  $0.00001 par value, 100,000,000 shares authorized;
45,236,314 and 45,236,314 shares issued and outstanding, respectively			452				452
Common stock-warrants			187,763				187,763
Additional paid-in-capital			3,283,428				3,283,428
Accumulated other comprehensive income (loss)			139,591				96,376
Retained earnings			(5,004,250	)			(4,773,672	)
Total Stockholder's deficit			(1,392,991	)			(1,205,628	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	889,089			$	733,756

The accompanying notes are an integral part of these financial statements

BRAZIL INTERACTIVE MEDIA, INC. and Subsidiary

Consolidated Statements of Operations

 

BRAZIL INTERACTIVE MEDIA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013
			For the three months ended				For the three months ended
			March 31, 2014				March 31, 2013
REVENUES		$	1,880,835			$	2,308,005
Cost of revenues			1,859,078				1,522,326
Gross Profit			21,757				785,679
OPERATING EXPENSES
Other Taxes			23,410				77,605
Subcontractor Expense			49,341				413,750
Rent			27,130				43,133
Other General and administrative			183,521				223,009
Total Operating Expenses			283,402				757,497
Operating Income (Loss)			(261,645	)			28,182
Other comprehensive Income (Expense)
Interest Income			0				185
Interest Expense			(34,057	)			(12,687	)
Total Other Income (Expense)			(34,057	)			(12,502	)
Income before Income Taxes			(295,702	)			15,680
Provision for Income Taxes			(65,125	)			12,122
NET INCOME (LOSS)		($	230,577	)		$	3,558
Other comprehensive income (expense)
Foreign currency translation adjustment			43,215				88,057
Comprehensive income		($	187,362	)		$	91,615
Basic and fully diluted net income (loss) per common share:		($	0.01	)		$	0.01
Weighted average common shares outstanding			45,236,314				289,617

The accompanying notes are an integral part of these financial statements

BRAZIL INTERACTIVE MEDIA, INC. and Subsidiary

Consolidated Statements of Cash Flows

 

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
			For the three months ended				For the three months ended
			March 31, 2014				March 31, 2013
Cash flows from operating activities:
Net income (loss)		$	(230,577	)		$	3,557
Depreciation			25,879				22,840
Issuance of Preferred Series G stock for service			—				20
Effects of Capitalization of Preferred and Common Stock			—				(62,926	)
Changes in operating assets and liabilities:
Accounts receivable			(150,469	)			(380,137	)
Other receivable- related party			—				—
Prepayments and advances			(1,642	)			(54,048	)
Intangible and Other Assets			(444	)			(5,200	)
Accounts payable and accrued expenses			371,123				518,551
Taxes payables			(37,955	)			113,572
Net cash provided by (used in) operating activities			(24,085	)			156,229
Cash flows from investing activities:
Purchase of equipment			(36,171	)			(37,741	)
Net cash (used in) investing activities			(36,171	)			(37,741	)
Cash flows from financing activities:
Issuance of Preferred stock for cash			—				171,000
Proceeds from  bank loan payable			109,037				1,114
Principal repayments of bank loan payable			(99,510	)			(9,266	)
Principal repayments of Tax installments			—				(3,092	)
Net cash provided by financing activities			9,527				159,756
Foreign currency translation adjustment			43,215				82,388
Increase (decrease) in cash and cash equivalents			(7,514	)			360,632
Cash and cash equivalents at beginning of period			270,449				146,331
Cash and cash equivalents at end of period		$	262,935			$	506,963
Cash paid for:
Income tax		$	29,713			$	9,484
Interest		$	34,243			$	12,687

 

BRAZIL INTERACTIVE MEDIA, INC. and Subsidiary

Consolidated Statements of Cash Flows (cont’d)

 

BRAZIL INTERACTIVE MEDIA, INC. AND ITS SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

NON-CASH INVESTING ACTIVITIES
Shareholder contribution of equipment		$	—			$	—
Payment of accounts receivable with fixed assets		$	—			$	—
Issuance of Preferred Series G stock to convert notes payable		$	—			$	3,084,680
Issuance of common stock to retire notes payable		$	—			$	109,602
Issuance of Preferred Series H stock to retire note payable		$	—			$	79,024

 

 The accompanying notes are an integral part of these financial statements

BRAZIL INTERACTIVE MEDIA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 - Organization, Business & Operations

 

Brazil Interactive Media, Inc., is a publicly listed company quoted on the OTCQB under the symbol "BIMI." The Company is a Delaware corporation formed on September 24, 2001 with the name Naturewell, Incorporated, which in the first quarter of 2013, became Brazil Interactive Media, Inc. through a merger that resulted in the Company becoming the owner of a Brazilian interactive television technology and television production company. Prior to 2013, the Company business was the research and development of healthcare products intended for a variety of health conditions. On May 9, 2008, the Company completed the sale of essentially all of its assets, as a result becoming a shell company as defined under Rule 12b-2 of the Exchange Act. As described below, the Company ceased to be a shell company when it acquired a Brazilian television and interactive media technology company in March of 2013.

 

Our Corporate Structure after the Merger

 

On March 13, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by which Naturewell, Incorporated became the parent company of Brazil Interactive Media, Inc. With the effectiveness of the merger, Brazil Interactive Media, Inc. changed its name to “BIMI, Inc.” On May 16, 2013, pursuant to the Merger Agreement, Naturewell, Incorporated filed a certificate of amendment (the “Amendment”) with the state of Delaware, changing its name to Brazil Interactive Media, Inc., effecting a reverse stock split at a ratio of 8,484 to one, and decreasing the Company’s authorized capital from 5,000,000,000 shares of common stock, par value $0.00001, and 15,000,000 shares of preferred stock, par value $0.01, to 100,000,000 shares of common stock, par value $0.0001, and 5,000,000 shares of preferred stock, par value $0.01. As a result of the merger, the former Brazil Interactive Media stockholders hold approximately 93.5% of the issued and outstanding Common Stock of the Company, and the remaining 6.5% is owned by the Company's pre-merger shareholders. The Company now trades under the stock symbol BIMI.

 

Brazil Interactive Media, Inc. is the parent 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 interactive media technology and telecommunications components to create live, interactive television programming for the Brazilian viewing public. The Company’s Brazilian subsidiary, EsoTV, was founded and commenced operations in 2008. In this report, Brazil Interactive Media, Inc. and its subsidiaries are collectively referred to as “Brazil Interactive Media.”

 

Business and Operations of the Company

 

With the merger on March 13, 2013, Brazil Interactive Media commenced the business of producing live TV shows using interactive media technology to generate revenue with an interactive telephone calling component using its own unique and proprietary television 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 production and administrative facilities in São Paulo, Brazil, the Company operates two modern television studios, producing and transmitting live television content via satellite to TV stations throughout Brazil. Brazil Interactive Media currently broadcasts throughout Brazil and has the capacity to broadcast its satellite signal throughout Latin America, if the Company should decide to expand business to countries outside of Brazil.

Through the negotiation and purchase of block television time for strategic times and networks, the Company distributes content directly to its target audience throughout Brazil. Brazil Interactive Media currently leases two satellite uplinks and produces three live shows daily, providing an average of 13 hours of live television program content every day. Brazilian television viewers participate in the shows in real time via telephone, calling into the Company’s interactive voice response 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 a variety of Brazilian television networks. The Company’s programs are broadcast on the television networks where it has purchased blocks of time, generally in the daytime slot, from 11 am until 4 pm, and in the early morning slot, from 12 am until 6 am. Programming channels and time slots vary from time to time as the Company negotiates the purchase of block media times in advance and introduces new programs periodically in order to best reach its target audience and optimize its return on investment for its media purchasing budget.

 

The Company is currently substantially dependent upon business with one Brazilian telecommunications partner, IP Corp. It is not known what portion of IP Corp. revenue comes to the Company, and the Company receives approximately 100% of the Company’s income from this continuing contract, by which the Company monetizes the sale of the major part of its services to the public.  

 

Note 2 - Summary of Significant Accounting Policies

 

This summary of significant accounting policies of Brazil Interactive Media, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

 

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.

 

Interim financial statements

 

The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended December 31, 2013, included in the Company’s Form 10-K filed for the year ended December 31, 2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for any other interim period of a future year.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of Brazil Interactive Media, Inc. and its wholly owned subsidiary EsoTV Brasil Promoção Publicidade Licenciamento e Comércio Ltda. (“EsoTV”) (collectively the “Company”). All significant inter-company accounts and transactions have been eliminated in consolidation.

Reclassifications

 

Certain items in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in the current period’s presentation. These reclassifications have no effect on the previously reported income (loss).

 

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, 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$” are to the Brazilian real (singular), or to Brazilian reais (plural), the legal currency of Brazil, and (ii) “U.S. dollars” or “$” 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.

 

Accounting Method

 

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.

 

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.

 

Concentration of Credit Risk

 

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 March 31, 2014 and 2013, 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 March 31, 2014 and December 31, 2013 nor are gains or losses 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 March 31, 2014 and December 31, 2013, 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 including quiz shows, games, psychics and live chat formats, which are transmitted via satellite to the Company’s television broadcaster distribution channels. The Company currently leases two satellite uplinks and produces three daily live shows, providing 13 hours of live television program content daily. Members of the television audiences participate in in the shows in real time via telephone, calling into the Company’s voice system to participate in the show formats, dialing 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.  Revenue is recognized by the Company when the minutes of calls from audiences are determined by the 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 March 31, 2014 and December 31, 2013, the Company had outstanding income taxes due with the tax authority in Brazil in the amounts of $586,916 and $624,871, respectively. A portion of the income tax due for 2013, or $274,370, 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 March 31, 2014 and 2013 were US$1 for R$2.26 and R$1.82, respectively. The average exchange rates for the 3 months ended March 31, 2014 and 2013 were US$1 for R$2.36 and R$1.767, 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, 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 quarters ended March 31, 2014 or 2013.

 

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 up to ASU 2014-05, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

 

NOTE - 3 ACCOUNTS RECEIVABLE

 

Accounts receivable was comprised of the following amounts as of March 31, 2014 and December 31, 2013:

 

		2014				2013
Gross trade accounts receivable from customers		$	206,468			$	55,999
Allowance for doubtful customer accounts			0				0
Accounts receivable, net		$	206,468			$	55,999

 

 

There were no bad debt expenses recognized during the quarters ended March 31, 2014 and 2013 in the accompanying consolidated income statements.

NOTE - 4 FIXED ASSETS

 

Fixed assets were comprised of the following as of March 31, 2014 and December 31, 2013:

 

	2014			2013
Cost:
Machinery and equipment	$	473,336		$	426,126
Furniture and fixtures		3,977			14,926
Total cost		477,313			441,142
Less: Accumulated depreciation		(112,026)			(86,147)
Property and equipment, net	$	365,287		$	355,995

 

Depreciation expense recorded for the quarters ended March 31, 2014 and March 2013 were $25,879 and $22,840, respectively, for fixed assets 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 an unsecured loan with HSBC at interest rates ranging from 1.08% to 6% per month. The balance of this loan was $24,893 as of March 31, 2014 and $23,613 as of December 31, 2013, respectively. Accordingly, the Company recorded interest expense of $8,526 and $2,086 during the quarters ended March 31, 2014 and 2013, respectively.

 

NOTE - 6 TAX INSTALLMENTS PAYABLE

 

In 2012, the Company entered an installment plan with the tax authority in Brazil, pursuant to which the following taxes will be paid over time. As of March 31, 2014, the outstanding balance on the tax installments payable was $586,916.

 

Type of tax	Balance as of March 31, 2014
Cofins Payable - Tax on Service	$213,042
PIS Withheld Payable – Tax on Services ISS and INS Payable – Tax on Service	$ 29,954 $113,111
Social Contribution Payable – Social Security Tax	$102,667
Income Tax Payable	$ 128,142
Total	$ 586,916

 

 NOTE - 7 NOTE PAYABLE

 

The company has a loan payable bearing monthly interest of 2% as of March 31, 2014. The balance of this loan was $209,827 as of March 31, 2014 and is secured by fixed assets of the Company with a net book value of $462,520. The effect of accrued interest for the quarters ended March 31, 2014 and March 31, 2013 are $12,542 and $10,601, respectively.

 

Principal maturities of the loan payable as of March 31, 2014 are as follows:

	Amount
2014	$209,827
Total	$209,827

 

 

NOTE - 8 LOANS FROM DIRECTORS AND OFFICERS

 

	Amount
2014	$                70,000
Total	$                70,000

 

The Company received $100,000 in loans from the Company’s directors and officers in 2013. The proceeds from these loans were used to make a $100,000 payment towards a refinanced loan. The loans had a maturity date of October 1, 2013 and paid interest at a rate of 5% per annum. The Company made a repayment of $30,000 in the fourth quarter of 2013. As of March 31, 2014, the balance of these loans was $70,000. The effect of accrued interest for the three months ended March 31, 2014 is immaterial to the consolidated financial statements taken as a whole.

 

NOTE - 9 CAPITAL STRUCTURE

 

 

Series H Convertible Preferred Stock

 

The Company is authorized to issue 30,000 shares of Series H Convertible Preferred Stock, $0.01 par value. As of March 31, 2014, there were 2,500 shares issued and outstanding.

 

Common Stock

 

The Company is authorized to issue 100,000,000 shares of common stock, $0.00001 par value. As of March 31, 2014, there were 45,236,314 shares issued and outstanding. The Company did not issue any common stock for the three months ended March 31, 2014.

 NOTE - 10 STOCK OPTIONS/WARRANTS

 

During the year ended December 31, 2013, the Company issued warrants to for the purchase of 41,667, 166,667, 8,333 and 8,333 of common stock at an exercise price of $0.60 per share. The warrants may be exercised any time after issuance through and including the fifth (5th) anniversary of its original issuance. During the three months ended March 31, 2014 and 2013 respectively, no stock options or warrants were exercised.

 

				Exercise Price per Share				Shares Under Option/warrant				Remaining Life in Years
	Outstanding
				$	0.60				41,667			5.00
				$	0.60				166,667			5.00
				$	0.60				8,333			5.00
				$	0.60				8,333			5.00
	Exercisable
				$	0.60				41,667			5.00
				$	0.60				166,667			5.00
				$	0.60				8,333			5.00
				$	0.60				8,333			5.00

 

NOTE - 11 COMMITMENT AND CONTINGENCIES

 

Office Leasing

 

The Company leases its office space under non-cancelable operating lease agreements.  The lease ends in December 2016. Based on the current rental lease agreement, the future 3 years minimum rental payments required as of March 31 are as follows:

 

	Lease payment
Year ended, December 31, 2014	$119,766
2015	$123,359
2016	$127,060
Total	$370,185

 

The Company’s two satellite uplink units are leased on a month to month basis with no future operating lease commitments.

 

For the quarters ended March 31, 2014 and 2013, the Company had rental expenses of $27,130 and $43,133, respectively.

 

The Company had no contingencies existing as of March 31, 2014 and 2013.

NOTE - 12 CONCENTRATION AND RISK

 

Major Customers

 

The Company had one customer from which the Company generated 100% of revenues during the quarters ended March 31, 2014 and 2013, respectively.

 

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 March 31, 2014 and December 31, 2013, 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.

NOTE - 13 SEGMENTS

 

The Company determined that it do not operate in any material, separately reportable operating segments as of March 31, 2014 and December 31, 2013.

 

NOTE - 14 SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2014 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.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-looking Statements

 

Statements in this report may be "forward-looking statements." Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this report, including the risks described under "Risk Factors" in our Form 8-K filed March 21, 2013 and any risks described in any other filings we make with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report.

 

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate these estimates, including those related to useful lives of real estate assets, cost reimbursement income, bad debts, impairment, net lease intangibles, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates.

 

Our Company

 

Brazil Interactive Media, Inc., is a publicly listed company quoted on the OTCQB under the symbol "BIMI." The Company is a Delaware corporation formed on September 24, 2001 with the name Naturewell, Incorporated, which in the first quarter of 2013, became Brazil Interactive Media, Inc. through a merger that resulted in the Company becoming the owner of a Brazilian interactive television technology and television production company. Prior to 2013, the Company business was the research and development of healthcare products intended for a variety of health conditions. On May 9, 2008, the Company completed the sale of essentially all of its assets, as a result becoming a shell company as defined under Rule 12b-2 of the Exchange Act. As described below, the Company ceased to be a shell company when it acquired a Brazilian television and interactive media technology company in March of 2013.

 

Our Corporate Structure after the Merger

 

On March 13, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by which Naturewell, Incorporated became the parent company of Brazil Interactive Media, Inc. With the effectiveness of the merger, Brazil Interactive Media, Inc. changed its name to “BIMI, Inc.” On May 16, 2013, pursuant to the Merger Agreement, Naturewell, Incorporated filed a certificate of amendment (the “Amendment”) with the state of Delaware, changing its name to Brazil Interactive Media, Inc., effecting a reverse merger at a ratio of 8,484 to one, and decreasing the Company’s authorized capital from 5,000,000,000 shares of common stock, par value $0.00001, and 15,000,000 shares of preferred stock, par value $0.01, to 100,000,000 shares of common stock, par value $0.0001, and 5,000,000 shares of preferred stock, par value $0.01. As a result of the merger, the former Brazil Interactive Media Shareholders hold approximately 93.5% of the issued and outstanding Common Stock of the Company, and the remaining 6.5% is owned by the Company's pre-merger shareholders. After the merger, the Company changed its former stock symbol NAWL, and now trades under the stock symbol BIMI, so as to better reflect the new name and business of the Company.

 Brazil Interactive Media, Inc. is the parent 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 interactive media technology and telecommunications components to create live, interactive television programming for the Brazilian viewing public. The Company’s Brazilian subsidiary, EsoTV, was founded and commenced operations in 2008.

 

Business and Operations of the Company

 

With the merger on March 13, 2013, Brazil Interactive Media commenced the business of producing live TV shows using interactive media technology to generate revenue with an interactive telephone calling component using its own unique and proprietary television 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 production and administrative facilities in São Paulo, Brazil, the Company operates two modern television studios, producing and transmitting live television content via satellite to TV stations throughout Brazil. Brazil Interactive Media currently broadcasts throughout Brazil and has the capacity to broadcast its satellite signal throughout Latin America, if the Company should decide to expand business to countries outside of Brazil.

 

Through the negotiation and purchase of block television time for strategic times and networks, the Company distributes content directly to its target audience throughout Brazil. Brazil Interactive Media currently leases two satellite uplinks and produces three live shows daily, providing an average of 13 hours of live television program content every day. Brazilian television viewers participate in the shows in real time via telephone, calling into the Company’s interactive voice response 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 a variety of Brazilian television networks. The Company’s programs are broadcast on the television networks where it has purchased blocks of time, generally in the daytime slot, from 11 am until 4 pm, and in the early morning slot, from 12 am until 6 am. Programming channels and time slots vary from time to time as the Company negotiates the purchase of block media times in advance and introduces new programs periodically in order to best reach its target audience and optimize its return on investment for its media purchasing budget.

 

The Company is currently substantially dependent upon business with one Brazilian telecommunications partner, IP Corp. It is not known what portion of IP Corp. revenue comes to the Company, and the Company receives approximately 100% of the Company’s income from this continuing contract, by which the Company monetizes the sale of the major part of its services to the public.  

 

Results of Operations

 

Revenues

 

We had revenue of $1,880,835 and $2,308,005 for the three months ended March 31, 2014 and 2013, respectively. The decrease in our revenues can be attributed to less airtime due to a reduction in the Company’s broadcast schedule.

 

Cost of Revenues

 

Cost of revenues was recorded at $1,859,078 and $1,522,326 during the three months ended March 31, 2014 and 2013, respectively. Cost of revenues consists primarily of cost of media time, television production crew contractors and the budget for prize payouts. The increase in the cost of goods sold is attributed to media pressures in the market, which resulted in higher media rates paid.

Operating Expenses

 

We had operating expenses of $283,402 and $757,497 for the three months ended March 31, 2014 and 2013, respectively. The expenses were mainly composed of television studio rent and maintenance costs, depreciation of equipment, subcontractor costs, legal and professional fees, security and traveling expenses. The decrease in operating expenses is a result cost cutting measures implemented during the first quarter of 2014.

 

Net Income

 

We had a net loss of $230,577 and net income of $3,558 for the three months ended March 31, 2014 and 2013, respectively. Net loss for the three months ended March 31, 2014 was due to insufficient gross profit to cover our operating expenses. While Net income for the three months ended March 31, 2013 was due to higher gross profits which were sufficient to cover our operating expenses.

 

Liquidity and Capital Resources

 

Cash flows used in operating activities were $24,085 for the three months ended March 31, 2014 and cash provided from operating activities was $156,229 the three months ended March 31, 2013. The $24,085 cash used in operating activities, during the three months ended March 31, 2014, were due primarily to increase in customer receivables and the net loss for the period. However, these negative cash flow variance were offset by an increase in our vendor payables due to new payment terms negotiated with vendors.

 

The $156,229 in cash provided from operating activities, during the three months ended March 31, 2013, was due primarily to an increase in vendor payables, as the company was able to establish new payment terms with vendors. In addition, the company was able to negotiate a long term financing arrangement with the Brazilian tax authority in an effort to pay down its corporate tax liability. However, these positive cash flow variances were offset by an increase in our customer receivables as our billing volume increased dramatically.

 

Cash flows used in investing activities were $36,171 and $37,741 during the three months ended March 31, 2014 and 2013, respectively. This was mainly attributed to the purchase of television studio and broadcast equipment during both periods.

 

Cash flows provided by financing activities were $9,527 for the three months ended March 31, 2014 and cash provided by financing activities were $159,756 for the three months ended March 31, 2013. The $9,527 cash provided for the three months ended March 31, 2014 was attributed to net bank borrowings. For the three months ended March 31, 2013, the cash flow provided by financing activities was attributed mainly to the capitalization of debt to preferred and common stock as part of the company’s reverse merger agreement.

 

Capital Expenditures

 

Overall, we have funded our cash needs from inception through March 31, 2014 with a series of debt and equity transactions, primarily with related parties. If we are unable to receive additional cash from our related parties, we may need to rely on financing from outside sources through debt or equity transactions. Our related parties are under no legal obligation to provide us with capital infusions. Failure to obtain such financing could have a material adverse effect on our operations and financial condition.

    

We had cash of $262,935 on hand as of March 31, 2014. Currently, we have enough cash to fund our operations for the next 6 months. This is based on current positive cash flows from operation and potential funding from investor capital groups. Modifications to our business plans may require additional capital for us to operate. For example, if we are unable to raise additional capital in the future, this could affect our ability to purchase media in advance and at a discount. This may result in lower revenues and market share for us. In addition, there can be no assurance that additional capital will be available to us when needed or available on terms favorable to us.

 On a long-term basis, liquidity is dependent on continuation and expansion of operations, receipt of revenues, and additional infusions of capital and debt financing. Our current capital and revenues are insufficient to fund such expansion. If we choose to launch such an expansion campaign, we will require substantially more capital. However, there can be no assurance that we will be able to obtain additional equity or debt financing in the future, if at all. If we are unable to raise additional capital, our growth potential will be adversely affected and we will have to significantly modify our plans.

 

Our success will be dependent upon implementing our plan of operations and the risks associated with our business plans. Our strategy is to purchase TV media in advance at discounted prices which also affects our gross profit. We plan to strengthen our position in our market.

 

Off-balance sheet arrangements

 

The Company does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet arrangements. 

 

Competition

 

The Company is unaware of any direct competition with the Company’s products or services in the Brazilian market.

 

Intellectual Property

 

In order to protect its proprietary television program formats and designs, the Company has applied for several trademarks with the Brazilian patent and trademark office.

 

Customer Base

 

Our overall target audience consists of members of the Brazilian television viewing public who use cellular telephones. During the third quarter of 2013, we began a focused effort to identify and categorize our client base, to allow us to better customize our live programming to maximize viewer participation, as well as prepare for the addition of advertising to our revenue model and better inform the creative process of our new product development. Previously, our business model, where income flows from third-party telecommunications providers who bill the Company’s customers directly, did not allow us access to detailed information regarding the Company’s customers. Beginning in the third quarter of 2013 the Company employs new systems operated by our technical and production teams to create and maintain a constantly updated database of comprehensive information regarding our customers. This database allows the Company to match the style and content of our production to the preferences of our clients.

 

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.

 

Facilities

 

The Company does not own any real estate. 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.

 

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.

This Outlook section, and other portions of this document, include certain “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, including, among others, those statements preceded by, following or including the words “believe,” “expect,” “intend,” “anticipate” or similar expressions. These forward-looking statements are based largely on the current expectations of management and are subject to a number of assumptions, risks and uncertainties. Our actual results could differ materially from these forward-looking statements. Important factors to consider in evaluating such forward-looking statements include those discussed in our Form 8K filed March 21, 2013 as well as:

 

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 that 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.

 

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.

 

In light of these risks and uncertainties, there can be no assurance that the events contemplated by the forward-looking statements contained in this Form 10-Q will in fact occur.

 

Item 3. Quantitative & Qualitative Disclosures about Market Risks

 

Not applicable.

 

Item 4. Controls and Procedures

 

Our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) are responsible for establishing and maintaining disclosure controls and procedures for the Company.  The Certifying Officers have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this Report was prepared.

  

Evaluation of Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive and financial officer, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost- benefit relationship of possible controls and procedures.

As of March 31, 2014, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective.

 

Changes in Internal Controls

 

There have been no changes in the Company's internal controls over financial reporting that occurred during the Company's last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

Limitations on the Effectiveness of Controls

 

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. The Company's chief executive officer and chief financial officer have concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level.

Part II Other Information

 

Item 1. Legal Proceedings

 

The Company is not currently a party to any pending legal proceedings.

 

Item 1A Risk Factors

 

Not required.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds:

 

None.

 

Item 3. Defaults upon Senior Securities:

 

None.

 

Item 5. Other Information: 

 

None.

 

Item 6. Exhibits

 

31.2 (1)	Certification of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 (2)	Certification of Vice President of Finance and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(2)	Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.
32.2 (2)	Certification of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.

 

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.

 

BRAZIL INTERACTIVE MEDIA, INC.

(Registrant)

 

Dated: May 15, 2014		By	/s/ Themistocles Psomiadis
			Themistocles Psomiadis, Chief Executive Officer
			(Principal Executive Officer)
Dated: May 15, 2014		By	/s/ Jesus Quintero
			Jesus Quintero, Cheif Financial Officer
			(Principal Financial Officer)