INFORMATION STATEMENT REGARDING

ACTION TO BE TAKEN BY WRITTEN CONSENT OF

MAJORITY SHAREHOLDERS

IN LIEU OF A SPECIAL MEETING

INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE

SECURITIES EXCHANGE ACT OF 1934 AND REGULATION 14C THEREUNDER

WE ARE NOT ASKING YOU FOR A PROXY,

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

General

This Information Statement is being mailed, commencing on or about April 16, 2013, to all stockholders of record of NatureWell, Incorporated, a Delaware corporation (the “Company”), as of the close of business on April 2, 2013 (the “Record Date”), in connection with the adoption of a Certificate of Amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation, as amended. A copy of the Amendment is attached to this document as Exhibit A .

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

On the Closing Date, the Company entered into the Merger Agreement with the Company’s Merger Sub and Brazil Interactive Media. In accordance with the Merger Agreement, the shareholders of Brazil Interactive Media (the “Brazil Interactive Media Shareholders”) were issued an aggregate of 3,740,000 shares of Series G Convertible Preferred Stock of the Company (the “Series G Convertible Preferred Stock”) in exchange for all of the issued and outstanding Brazil Interactive Media Shares, or approximately 4 shares of the Company’s Series G Convertible Preferred Stock for every Brazil Interactive Media share held by the Brazil Interactive Media Shareholders (the “Share Exchange”).

The Merger Agreement provided that after the Closing Date, the Company will effectuate a name change and a reverse split at a ratio of 8,484 to one, and subsequently convert all issued

and outstanding Series G Convertible Preferred Stock to Company common stock at a ratio of one to ten. Pursuant to the conversion ratios in the Merger Agreement, after the reverse merger and conversion of Series G Convertible Preferred Stock to common stock, the former Brazil Interactive Media Shareholders will hold approximately 93.5% of the issued and outstanding Common Stock of the Company and the remaining 6.5% will be owned by the Company's pre-merger shareholders.

As part of the Merger Agreement, on March 13, 2013, the board of directors of the Company unanimously declared the advisability of, and recommended that the stockholders adopt the Name Change and the Reverse Split at a ratio of 8,484-to-1 of the issued shares of the Company’s Common Stock as described in the Amendment. As of March 13, 2013, the Name Change and Reverse Split, embodied in the Amendment, was adopted by the written consent of holders of a majority of the voting rights represented by the Company’s Series C Convertible Preferred Stock (“Class C Stock”) entitled to vote thereon in accordance with Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”). The board of directors decided to obtain the written consent of the holders of a majority of the voting rights represented by the Company’s outstanding shares of stock entitled to vote upon the Amendment in order to eliminate the costs and management time required to hold a special meeting of stockholders and to implement the reverse stock split in a timely manner.

The Name Change and Reverse Split will be effected through the Amendment, which will be filed with the Delaware Secretary of State as soon as possible under applicable statutes (the “Effective Date”). Pursuant to the regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Amendment may not be effected until at least 20 calendar days after this Information Statement is sent or given to the stockholders of the Company. Accordingly, all necessary corporate approvals in connection with the matters referred to herein have been obtained, and this Information Statement is furnished solely for the purposes of (1) informing stockholders, in the manner required under Section 228 of the DGCL, of this transaction, and (2) informing stockholders, in the manner required under the Exchange Act, of this transaction before it takes effect. The Company is not seeking written consent from any of its other Common Stock stockholders.

As of the Record Date, the Company had 2,448,665,750 shares of Common Stock issued and outstanding, consisting of 2,429,665,750 shares of Regular Common Stock, with each such share of Regular Common Stock entitled to one vote with respect to the approval of the Amendment, and an additional 19,000,000 shares of Series A Common Stock issued and outstanding, with each such share of Series A Common Stock entitled to cast ten (10) votes with respect to the approval of the Amendment.

Also as of the Record Date, the Company had 75 shares of Series C Convertible Preferred Stock issued and outstanding, with each such share of Series C Convertible Preferred having voting power equal to 0.7% of all outstanding securities that are eligible to vote at the time of such shareholder action (0.7% X 75 shares = 52.5% of total vote) with respect to the approval of the Amendment, and an additional 3,115 shares of Series E Convertible Preferred Stock, with each such share of Series E Convertible Preferred entitled to cast 1,333 votes with respect to the

approval of the Amendment, with the aggregate voting power of the Series E Convertible Preferred limited to 4.99% of the total Common Shares eligible to vote.

The Common Stock and the Preferred Stock constitute the Company’s only outstanding securities eligible to vote on the approval and adoption of the reverse stock split. The holder of the 75 shares of the issued and outstanding Series C Convertible Preferred Stock, with each such share of Series C Convertible Preferred having voting power equal to 0.7% of all outstanding securities that are eligible to vote at the time of such shareholder action, representing approximately 52.5% of the votes entitled to be cast with regard to the Amendment, approved the Amendment by written consent.

The Company will bear all of the costs associated with the preparation and dissemination of this Information Statement and the accompanying materials. No additional consideration has been or will be paid to any officer, director or employee of the Company in connection with the reverse stock split or the preparation and dissemination of this Information Statement and the accompanying materials.

NAME CHANGE

Pursuant to the Merger Agreement, the Company and its board of directors deem it advisable and in the best interests of the Company to change its name to “Brazil Interactive Media, Inc.” which more accurately reflects the Company’s current operations. Accordingly, on March 13, 2013, the board of directors of the Company unanimously declared the advisability of, and recommended that the stockholders adopt the Name Change as described in the Amendment. As of March 13, 2013, the Name Change, embodied in the Amendment, was adopted by the written consent of holders of a majority of the voting rights represented by the Company’s Series C Convertible Preferred Stock (“Class C Stock”) entitled to vote thereon in accordance with Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”). The board of directors decided to obtain the written consent of the holders of a majority of the voting rights represented by the Company’s outstanding shares of stock entitled to vote upon the Amendment in order to eliminate the costs and management time required to hold a special meeting of stockholders and to implement the reverse stock split in a timely manner.

THE REVERSE STOCK SPLIT

The Company, as authorized by the necessary actions of its board of directors and stockholders, has approved the adoption of a reverse stock split at a split ratio of 8,484-to-1, whereby record owners of the Company’s Common Stock as of the close of business on the Effective Date, shall, after the Effective Date, own one share of Common Stock for every 8,484 shares held as of the close of business on the Effective Date (the “Reverse Split”). The Reverse Split will become effective as of the close of business on the Effective Date.

The capital accounts of the Company shall remain unaffected by the Reverse Split and, consequently, upon such Reverse Split, the stated value of the Common Stock will remain the same as before the Reverse Split. The par value of the Common Stock will remain $0.00001 per

share. The Common Stock issued pursuant to the Reverse Split will be fully paid and non-assessable.

Stockholders have no right under the DGCL or the Company’s Restated Certificate of Incorporation, as amended, or the Company’s Bylaws to exercise dissenters’ rights of appraisal with respect to the Reverse Stock Split.

EXCHANGE OF STOCK CERTIFICATES

We have appointed our stock transfer agent, Pacific Stock Transfer, to act as exchange agent for holders of common stock in connection with the Reverse Split. You may contact the exchange agent at 702-361-3033.  The principal effect of the Reverse Split will be to decrease the number of outstanding shares of our Common Stock from approximately 2,448,665,750 shares to approximately 2,600,000 shares, based on the number of shares outstanding on April 2, 2013. As of April 2, 2013, we had approximately 491 holders of record of our Common Stock (although we had significantly more beneficial holders). We do not expect that the Reverse Split will result in a substantial reduction in the number of record holders.

The total number of shares of Common Stock each stockholder holds will be reclassified automatically into the number of shares equal to the number of shares each stockholder held immediately before the Reverse Split divided by a ratio of 8,484. As of the close of business on the Effective Date, each certificate representing shares of Common Stock outstanding immediately prior to the Reverse Split (“Old Common Stock”) will be deemed, automatically and without any action on the part of individual stockholders, to represent one-8,484th the number of shares of Common Stock on its face after the Reverse Split, with any fractional shares rounded up to the nearest whole share (“New Common Stock”), as set forth in the Amendment. The Company’s transfer agent, Pacific Stock Transfer, will act as exchange agent (the “Exchange Agent”) for the purpose of implementing the exchange of certificates. Each stockholder will be able (but not required) to obtain a New Common Stock certificate evidencing its post-reverse-split shares only by sending the Exchange Agent its Old Common Stock certificate(s), together with the properly executed and completed Letter of Transmittal, transaction fee, and such evidence of ownership of the shares as we may require. Stockholders will not receive certificates for New Common Stock unless and until their Old Common Stock certificates are surrendered and the transaction fee paid.

The enclosed Letter of Transmittal contains specific instructions relating to the exchange of certificates and must be completed and returned together with the Old Common Stock certificates in order for a New Common Stock certificate to be issued. Upon surrender of an Old Common Stock certificate accompanied by a properly completed and executed Letter of Transmittal, a new certificate representing the New Common Stock will be issued and forwarded to the stockholder after the Effective Date. Stockholders whose shares are held in brokerage accounts or in a street name need not submit Old Common Stock certificates for exchange as those shares will automatically reflect the new share amount based on the Reverse Stock Split. The Exchange Agent will not send a separate Letter of Transmittal to the recipients of this information statement, as determined by the Company’s records. The Exchange Agent will, after the Effective Date, send a Letter of Transmittal to any other record holders of the Company’s

issued and outstanding Common Stock as of the close of business on the Effective Date. Any stockholder whose Old Common Stock certificate has been lost, destroyed or stolen will be entitled to issuance of a New Common Stock certificate upon compliance with such requirements as the Company and the Exchange Agent customarily apply in connection with lost, stolen or destroyed certificates.

PURPOSES OF THE REVERSE SPLIT

The board of directors of the Company have deemed the Reverse Split to be desirable for several reasons. Recently, the board of directors approved a resolution to enter into a business combination with Brazil Interactive Media, Inc. (“BIMI”), by which the Company will be acquired by the majority shareholders of BIMI. The Reverse Stock Split is necessary to meet the transactional requirements of the reorganization regarding the pre-merger capitalization structure of the Company.

The strategic plan for the merger of the companies is to have BIMI become a public company by acquiring the Company. The mechanics of the transaction call for the merger of Merger Sub into BIMI pursuant to Delaware Law. BIMI will be the surviving company, the Merger Sub will disappear, and BIMI will become a wholly owned subsidiary of the Company, whose name will be changed to a variant of Brazil Interactive Media, Inc. Pursuant to the conversion ratios in the agreement, the former BIMI shareholders will own 93.5% of the surviving company's outstanding equity and the remaining 6.5% will be owned by the Company's pre-merger shareholders. The closing of the transaction was made conditional upon certain capital structure adjustments to be made by the Company, including the implementation of the Reverse Stock Split.

In addition and related to the business combination with BIMI and the Company’s new business direction going forward, the Reverse Stock Split should enhance the acceptability of the Common Stock by institutional investors, the financial community and the investing public. The Board believes that the proposed Reverse Stock Split may result in a broader market for the Common Stock than that which currently exists. The expected increased price level may encourage interest and trading in the Common Stock and possibly promote greater liquidity for the Company’s stockholders, although such liquidity could be adversely affected by the reduced number of shares of Common Stock outstanding after the Reverse Stock Split.

The Company’s Common Stock is currently deemed to be penny stock. As such, the Common Stock is subject to rules that impose additional sales practices on broker-dealers who sell such securities. These additional practices include, among others, (1) a requirement that broker-dealers make a special suitability determination for a potential purchaser and receive the purchaser’s written consent to the transaction prior to a sale of the Common Stock, (2) the preparation of a disclosure schedule before any transaction involving a penny stock, which includes disclosure about (i) sales commissions payable to the broker-dealer and the registered representative and (ii) current quotations for the securities, and (3) monthly statements disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Because of these, and other additional obligations, some brokers may not effect transactions in penny stocks. This could have an adverse effect on the liquidity of the

Common Stock. The board of directors also believes that the Company’s current depressed trading price has resulted in larger than normal percentage changes in the Common Stock’s trading price. The board of directors anticipates less volatility in the trading price if the trading price of the Common Stock increases following the effectiveness of the Reverse Stock Split.

Additionally, a variety of brokerage house policies and practices tend to discourage individual brokers within those firms from dealing with lower priced stocks. Some of those policies and practices pertain to the payment of broker’s commissions and to time consuming procedures that function to make the handling of lower priced stocks economically unattractive to brokers. In addition, the structure of trading commissions also tends to have an adverse impact upon holders of lower priced stock because the brokerage commission on a sale of lower priced stock generally represents a higher percentage of the sales price than the commission on a relatively higher priced issue. The proposed Reverse Stock Split could result in a price level for the Common Stock that will reduce, to some extent, the effect of the above-referenced policies and practices of brokerage firms and diminish the adverse impact of trading commissions on the market for the Common Stock. Any reduction in brokerage commissions resulting from the Reverse Stock Split may be offset, however, in whole or in part, by increased brokerage commissions required to be paid by stockholders selling “odd lots” (fewer than 100 shares) created by such Reverse Stock Split.

There can be no assurance that any or all of these effects will occur; including, without limitation, that the market price per share of New Common Stock after the Reverse Stock Split will be equal to the applicable multiple of the market price per share of Old Common Stock before the Reverse Stock Split, or that such price will either exceed or remain in excess of the current market price. Further, there is no assurance that the market for the Common Stock will be improved. Stockholders should note that the Board cannot predict what effect the Reverse Stock Split will have on the market for, or market price of, the Common Stock.

PRINCIPAL EFFECTS OF THE REVERSE STOCK SPLIT

The Reverse Stock Split will decrease the outstanding shares of Common Stock to approximately 9% of the previous number (this value is approximate). The Reverse Stock Split will not affect any stockholder’s proportionate equity interest in the Company, except for negligible amounts resulting from the rounding up of fractional shares to the nearest whole share to avoid the issuance of fractional shares.

The par value of the Common Stock will remain at $0.00001 per share following the Reverse Stock Split, and the number of shares of the Common Stock outstanding will be reduced. As a consequence, the aggregate par value of the outstanding Common Stock will be reduced, while the aggregate capital in excess of par value attributable to the outstanding Common Stock for statutory and accounting purposes will be correspondingly increased. The Reverse Stock Split will not affect the Company’s total stockholder equity. All share and per share information would be retroactively adjusted following the Effective Date to reflect the Reverse Stock Split for all periods presented in future filings.

After the Reverse Stock Split and conversion of Series G Convertible Preferred Stock to common stock, the Company’s authorized but unissued Common Stock will be approximately 60,000,000 shares of Common Stock, which will be available for future issuance by the board of directors without further action by the stockholders, subject to applicable law. The Reverse Stock Split will not affect the number of shares of Preferred Stock outstanding, nor the number of authorized shares of Preferred Stock generally; however the conversion rights of the Preferred Stock into Common Stock will be automatically and proportionately adjusted in relation to the Reverse Stock Split.

As of the Record Date, there were outstanding 3,190 shares of Preferred Stock convertible into 6,027,2952 shares of Common Stock. However, in connection with Merger Agreement, the holders of the Company’s outstanding Preferred Stock, consisting of 75 shares of Series C Convertible Preferred Stock and 3,115 shares of Series E Convertible Preferred Stock, have agreed to convert such shares of Preferred Stock into Common Stock prior to the effective date of the Merger. In addition, pursuant to the Merger Agreement, 3,970,746 shares of Series G Convertible Preferred Stock were issued.

Stockholders should note that certain disadvantages may result from the Reverse Stock Split. In connection with the Merger Agreement, the Company agreed to amend the Company’s articles of incorporation to reduce the authorized shares of the Company’s Common Stock to one hundred million from the current authorized Common Stock of five billion. Therefore, the number of outstanding shares of Common Stock will be decreased as a result of a Reverse Stock Split, and the number of authorized shares of Common Stock will also be decreased, to 100,000,000. The Company will continue to have the authority to issue a large number of shares of Common Stock following the Reverse Stock Split without the need to obtain stockholder approval to authorize additional shares.  

The Reverse Stock Split will increase the number of stockholders who own odd-lots of fewer than 100 shares of Common Stock. Stockholders who hold odd-lots may experience increased costs of selling their shares and may have greater difficulty in making sales.

The decrease in the number of issued and outstanding shares of Common Stock, despite the decrease in total authorized shares of Common Stock available for issuance, as described above, could have an anti-takeover effect. Issuance of additional shares of Common Stock in the future could dilute the voting power of a person seeking control of the Company, thereby making it more difficult for a takeover attempt opposed by the Company to succeed, and thus limiting the opportunity for the stockholders to realize a higher price for their shares than that generally available in the public markets. The board of directors is unaware of any attempt, whether potential or actual, to takeover the Company, and the Amendment is not intended as any type of anti-takeover measure.

The following table represents the shares of the Company immediately prior to and after the Reverse Stock Split, also considering the reduction in authorized shares pursuant to the Merger Agreement: