SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NOVIELLI MICHAEL A

(Last)

(First)

(Middle)

1110 RT. 55, #206

(Street)

LAGRANGEVILLE

12540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Brazil Interactive Media, Inc. [ BIMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/20/2014

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	05/16/2014		J⁽¹⁾		982,801	A	⁽¹⁾	3,782,809	I⁽²⁾	SEE FOOTNOTE⁽²⁾
COMMON STOCK	05/16/2014		J⁽³⁾		197,101	A	$0.2035	$3,979,910	I⁽²⁾	SEE FOOTNOTE⁽²⁾
COMMON STOCK	05/16/2014		J⁽¹⁾		245,700	A	⁽¹⁾	$4,225,610	D⁽⁴⁾
COMMON STOCK	05/16/2014		J⁽³⁾		50,578	A	$0.2035	$4,276,188	D⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
SERIES H CONVERTIBLE PREFERRED STOCK	$0.3	05/16/2014		J⁽¹⁾			2,000	03/23/2013	⁽⁵⁾	COMMON STOCK	982,801	$0	0	I⁽²⁾	SEE FOOTONE⁽²⁾
SERIES H CONVERTIBLE PREFERRED STOCK	$0.3	05/16/2014		J⁽¹⁾			500	03/23/2013	⁽⁵⁾	COMMON STOCK	245,700	$0	0	D⁽⁴⁾

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Series H Convertible Preferred Stock was exchanged for 491.4 shares of Common Stock.

2. The securities reported herein are directly beneficially owned by Dutchess Opportunity Fund II LP. The reporting person is a director of Dutchess Opportunity Fund II LP and therefore may be considered an indirect beneficial owner of the securities reported herein. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

3. Exempt acquisition of shares from Brazil Interactive Media Inc. in payment of previously contracted debt, pursuant to Securities Exchange Act Section 16(b).

4. These shares are held in the name of Dutchess Global Strategies Fund LLC, a private investment vehicle the investments in which are beneficially owned solely by the reporting person

5. The Series H Convertible Preferred Stock had no expiration date.

Remarks:

* This amendment to Form 4 is being filed to add transaction information to Tables I and II that inadvertently was left off of the original Form 4 to which this amendment relates, and to indicate that the reporting person, in addition to being a director of the issuer, is also a 10% beneficial owner.

	/s/ Michael Novielli	06/11/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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