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

                                   Amendment 1
                                       to

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ECHANGE ACT OF
     1934

                  For the quarterly period ended June 30, 2007

                                       or

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the Transition Period from to

                          COMMISSION FILE NO. 000-50508

                                 NUVIM(R), INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

           DELAWARE                                             13-4083851
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

         12 NORTH STATE ROUTE 17
               PARAMUS, NJ                                        07652
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)

                                 (201) 556-1010
                           (ISSUERS TELEPHONE NUMBER)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), 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 shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ]   No [X]

At August 13, 2007,  14,604,782  shares of the  registrant's  Common Stock,  par
value $0.00001 per share, were outstanding.

Transitional Small Business Disclosure Format: Yes [ ]   No [X]

================================================================================

<PAGE>

                                   NUVIM, INC.

                         QUARTERLY REPORT ON FORM 10-QSB

                      QUARTERLY PERIOD ENDED JUNE 30, 2007

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                       <C>
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
Balance Sheet -June 30, 2007 (Unaudited)                                                                  3
Statements of Operations - For the three and six months ended June 30, 2007 and 2006 (Unaudited)          4
Statement of Changes in Stockholders' Deficit for the six months ended June 30, 2007 (Unaudited)          5
Statements of Cash Flows for the six months ended June 30, 2007 and 2006 (Unaudited)                      6
Notes to Financial Statements (Unaudited)                                                                 7
Item 2. Management's Discussion and Analysis or Plan of Operation                                        17
Item 3. Controls and Procedures                                                                          33

PART II - OTHER INFORMATION
Item 1. Legal Proceedings                                                                                34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                      34
Item 3. Defaults upon Senior Securities                                                                  34
Item 4. Submission of Matters to a Vote of Security Holders                                              35
Item 5. Other Information                                                                                35
Item 6. Exhibits and Reports on Form 8-K                                                                 35
Signatures                                                                                               36
</TABLE>

                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                   NUVIM, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         JUNE 30, 2007
                                                                         -------------
                                                                          (Unaudited)
<S>                                                                      <C>
                                      ASSETS

Current Assets:
   Cash and cash equivalents                                             $     151,880
   Accounts receivable, net                                                     12,267
   Inventory                                                                   186,021
   Prepaid expenses and other current assets                                   107,392
                                                                         -------------
      Total Current Assets                                                     457,560
                                                                         -------------
Equipment and furniture, net                                                       146
Deferred offering cost                                                          57,025
Deposits and other assets                                                        8,147
Distribution rights                                                             90,400
                                                                         -------------
      TOTAL ASSETS                                                       $     613,278
                                                                         =============
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Current portion of accounts payable                                   $     304,251
   Accrued expenses                                                            146,577
   Accrued compensation                                                        305,244
   Rescinded series B offering payable                                          18,920
                                                                         -------------
      TOTAL CURRENT LIABILITIES                                                774,992
Other Liabilities:
  Accounts payable, net of current portion                                     224,429
  Senior notes payable - related parties, net of
  unamortized discount of $27,867 at June 30, 2007                             472,133
  Accrued interest - senior notes payable - related parties                    189,160
  Stockholder loans - subordinated covertable promissory notes                 150,000
  Accrued interest stockholder loans                                            27,770
  Other notes payable, net of unamortized discount of $6,800 at
  June 30, 2007                                                                113,200
   Accrued Interest - other notes payable                                       30,717
                                                                         -------------
      TOTAL OTHER LIABILITIES                                                1,207,409
                                                                         -------------

TOTAL LIABILITIES                                                            1,982,401

Commitments and Contingencies

Stockholders' Deficit:
   Common Stock, 120,000,000 shares authorized, $.00001
par value, 14,532,782 shares issued and outstanding at June 30, 2007               145
   Additional paid-in capital                                               21,613,115
   Accumulated deficit                                                     (22,982,383)
                                                                         -------------
Total Stockholders' Deficit                                                 (1,369,123)
                                                                         -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              $     613,278
                                                                         =============
</TABLE>

    The notes to financial statements are an integral part of this statement.

                                        3
<PAGE>

                                   NUVIM, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED          SIX MONTHS ENDED
                                                    JUNE 30,                    JUNE 30,
                                           -------------------------   -------------------------
                                              2006          2007           2006         2007
                                           -----------   -----------   -----------   -----------
<S>                                        <C>           <C>           <C>           <C>
Gross sales                                $   327,079   $   347,170   $   598,152   $   675,303
Less: discounts, allowances and
  promotional payments                          21,707       114,924       116,559       202,235
                                           -----------   -----------   -----------   -----------
Net sales                                      305,372       232,246       481,593       473,068
Cost of sales                                  187,969       224,592       309,200       393,537
                                           -----------   -----------   -----------   -----------
Gross profit                                   117,403         7,654       172,393        79,531

Selling, general and administrative
  expenses                                     491,399       677,381     1,004,072     1,009,791
                                           -----------   -----------   -----------   -----------
Loss from operations                          (373,996)     (669,727)     (831,679)     (930,260)

Other Income (Expense):
  Interest expense                             (36,473)      (20,974)      (73,538)      (41,624)
  Interest income                                    0             0            45
  Gain on forgiveness of A/P                     8,803        13,521         8,803        13,521
                                           -----------   -----------   -----------   -----------
    Total other income (expense) - net         (27,670)       (7,453)      (64,690)      (28,103)
                                           -----------   -----------   -----------   -----------
Net loss before income tax benefit            (401,666)     (677,180)     (896,369)     (958,363)
Income tax (expense) benefit                      (200)            -          (200)            -
                                           -----------   -----------   -----------   -----------
Net loss                                   ($  401,866)  ($  677,180)  ($  896,569)  ($  958,363)
                                           ===========   ===========   ===========   ===========

Basic and diluted loss per share           ($     0.04)  ($     0.05)  ($     0.13)  ($     0.07)
                                           ===========   ===========   ===========   ===========
Weighted average number of common
shares outstanding - basic and diluted       9,209,259    14,532,782     7,131,769    13,517,338
</TABLE>

    The notes to financial statements are an integral part of this statement.

                                        4
<PAGE>

                                   NUVIM, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                     FOR THE SIX MONTHS ENDED June 30, 2007
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             Additional                      Total
                                           Common Stock                       Paid-In     Accumulated     Shareholders'
                                              Shares          Amount          Capital        Deficit        Deficit
                                           ------------    ------------    ------------   ------------    --------------
<S>                                          <C>           <C>             <C>            <C>             <C>
Balance at December 31, 2006                 11,622,867    $        116    $ 20,489,672   ($22,024,020)   ($   1,534,232)

Stock sold to accredited investors, net       1,533,333              15         419,185                          419,200
Stock issued for accrued compensation           172,915               2          46,581                           46,583
Stock issued for services                       205,000               2          36,098                           36,100
Employee stock based compensation                                                14,275                           14,275
Net Loss                                                                                      (281,183)         (281,183)
                                           ------------    ------------    ------------   ------------    --------------
Balance at March 31, 2007                    13,534,115             135      21,005,811   ( 22,305,203)   (    1,299,257)

Stock sold to accredited investors, net         972,667              10         264,610                          264,620
Stock issued for services                        26,000               0          13,000                           13,000
Employee stock based compensation                                               329,694                          329,694
Net Loss                                                                                      (677,180)         (677,180)
                                           ------------    ------------    ------------   ------------    --------------
Balance at June 30, 2007                     14,532,782    $        145    $ 21,613,115   ($22,982,383)   ($   1,369,123)
                                           ============    ============    ============   ============    ==============
</TABLE>

    The notes to financial statements are an integral part of this statement.

                                        5
<PAGE>

                                   NUVIM, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED June 30, 2006 AND 2007
                                   (Unaudited)

                                                          2006         2007
                                                       ----------   ----------
Cash Flow From Operating Activities:
  Net loss                                             ($ 896,569)  ($ 958,363)
  Adjustment to reconcile net loss to net cash used
in operating activities:
  Depreciation                                                452          452
  Amortization of debt discount on notes payable           14,029       10,500
  Stock issued for services                               201,985       49,100
  Employee stock based compensation                        65,000      343,969
  Stock issued for compensation                                         46,583
  Gain on forgiveness of accounts payable                  (8,803)     (13,521)
  Provision for sales returns                             116,559      106,977

Changes in Operating Assets and Liabilities:
  Accounts receivable                                    (150,642)     (63,417)
  Inventory                                               (47,080)     (19,092)
  Prepaid expenses and other current assets               (84,118)      83,661
  Accounts payable                                        (45,450)    (201,261)

  Accrued expenses                                       (167,871)      26,980
  Accrued compensation                                    188,655      (30,780)
  Accrued interest                                         45,610       30,800
                                                       ----------   ----------
       Net Cash Used in Operating Activities             (768,243)    (587,412)
                                                       ----------   ----------

Cash Flow From Financing Activities:
  Payment of notes payable                                 (6,000)
  Net proceeds from issuance of common stock              533,875      683,820
                                                       ----------   ----------
     Net Cash Provided by Financing Activities            527,875      683,820
                                                       ----------   ----------

(Decrease) Increase in Cash and Cash Equivalents         (240,368)      96,408
Cash and Cash Equivalents at Beginning of Period.         270,468       55,472
                                                       ----------   ----------
Cash and Cash Equivalents at End of Period.            $   30,100   $  151,880
                                                       ==========   ==========

    The notes to financial statements are an integral part of this statement.

                                        6
<PAGE>

                                   NUVIM, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BUSINESS AND BASIS OF PRESENTATION

A.    Business

NuVim,  Inc.  (the  "Company")  markets and  distributes  ready to drink dietary
supplement beverages and powder mixes, which enhance the immune system,  promote
sturdy  joints and muscle  flexibility  and helps the body absorb  calcium.  The
Company distributes its products through supermarkets in approximately 14 states
in the Eastern United States.

B.    Going Concern

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  shown  in the  accompanying  financial
statements,  the Company  incurred  net losses of $677,180  and $401,866 for the
three months ended June 30, 2007 and 2006, and $958,363 and $896,569 for the six
months  ended  June 30 2007 and  2006,  respectively.  Management  also  expects
operating  losses to continue in 2007.  The  Company's  continued  existence  is
dependent  upon  its  ability  to  secure  adequate  financing  to  fund  future
operations  and  commence  profitable  operations.  To  date,  the  Company  has
supported its activities through equity  investments,  the sale of common stock,
and a line of credit  through a bank of $50,000 of which there is currently none
used.  During 2006, the Company addressed these concerns by selling common stock
to raise approximately  $534,000,  settling  approximately $274,000 of principal
and  interest on note and supplier  debt with common  stock,  and issuing  stock
worth approximately  $266,000 to secure services.  In addition,  during 2006 the
Company  negotiated  extended terms on approximately  $987,000 of notes payable,
stockholder  loans,  and accrued  interest until January 2009.  During 2007, the
Company has raised approximately  $684,000, net of fees, through sales of common
stock.

It is the Company's  intention to raise  additional  capital through  additional
sales of its  common  stock.  No  assurance  can be  given  that  these  funding
strategies will be successful in providing the necessary  funding to finance the
operations  of the Company.  Additionally,  there can be no  assurance,  even if
successful  in  obtaining  financing,  the  Company  will be  able  to  generate
sufficient  cash  flows  to  fund  future  operations.  These  conditions  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The accompanying financial statements do not include any adjustments relating to
the  recoverability  and  classification  of  recorded  assets  or  amounts  and
classification   of  liabilities  that  might  be  necessary   related  to  this
uncertainty.

                                        7
<PAGE>

C.    BASIS OF PRESENTATION

The  unaudited  consolidated  financial  statements  included  herein  have been
prepared by the Company  pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete  financial  statements.  The unaudited interim  consolidated
financial  statements  as of June  30,  2006 and 2007  reflect  all  adjustments
(consisting of normal  recurring  accruals) which, in the opinion of management,
are considered necessary for a fair presentation of its financial position as of
June 30,  2007  and as of the  result  of its  consolidated  operations  and its
consolidated cash flows for the periods ended June 30, 2006 and 2007.

The Unaudited Consolidated Statements of Operations for the three and six months
ended June 30, 2006 and 2007 are not  necessarily  indicative of results for the
full year.

While the Company  believes that the disclosures  presented are adequate to make
the  information not misleading,  these financial  statements  should be read in
conjunction with the financial statements and accompanying notes included in the
Company's Current Report on Form 10KSB for the year ended December 31, 2006.

                                        8
<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

A.    Net Loss Per Share

Basic loss per share has been  calculated  using the weighted  average number of
common shares  outstanding in accordance with FASB 128 "Earnings Per Share." All
potentially   dilutive   securities,   including  options,   convertible  notes,
convertible  preferred  stock and  warrants  have been  excluded as common stock
equivalents and diluted loss per share has not been presented as such securities
are  antidilutive  due to the Company's net loss for all periods  presented.  At
June 30, 2007, the Company had warrants to purchase  7,522,514  shares of common
stock and employee  stock options to purchase  3,646,147  shares of common stock
outstanding, respectively, which are not included in the calculation.

B.    Concentration of Risk

The Company maintains its cash balances in financial institutions located in New
Jersey,  and  periodically  has cash  balances  in  excess  of  Federal  Deposit
Insurance  Corporation  limits. The Company  distributes its products and grants
credit  to its  customers  who  are  food  distributors  and  retailers  located
primarily in the eastern  portion of the United  States.  The Company  generally
does not require  collateral or other  security with regard to balances due from
customers.  The Company  extends credit to its customers in the normal course of
business and performs periodic credit evaluations of its customers,  maintaining
allowances for potential credit losses.

Sales to four customers  during the six months ended June 30, 2006  approximated
45% and 13% and 37% and  14% of  sales,  respectively.  Sales  to two  customers
during the six months ended June 30, 2007, and one customer for the three months
ended June 30, 2007, approximated 45% and 13% and 54% of sales, respectively.  A
loss to one of these  customers  could have a significant  adverse effect on the
Company's results of operations

Accounts  receivable  from two customers at June 30, 2006  approximated  52% and
18%,  and three  customers  at June 30, 2007  approximated  25%,  17% and 11% of
accounts receivable, respectively.

One outside vendor  manufactured all of the Company's finished goods. During the
three months ended June 30, 2006 and 2007,  manufacturing costs of approximately
$48,000 and $71,000 were  incurred at this  vendor.  During the six months ended
June 30,  2006  and  2007,  manufacturing  costs of  approximately  $85,000  and
$135,000  were  incurred at this  vendor.  Approximately  $8,000 was due to this
vendor at June 30, 2007.

                                        9
<PAGE>

C.    Reclassifications

Certain  reclassifications  were made to the  presentation of the 2006 financial
statements  in  order  to  conform  to  the  2007  financial  statements.   Such
reclassifications had no effect on the prior year's results of operations.

D.    Stock-Based Compensation

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of  Financial   Accounting   Standards  No.  123R   (revised   2004),
"Share-Based  Payment" which revised  Statement of Financial  Standards No. 123,
"Accounting for Stock-Based  Compensation" This statement supersedes Opinion No.
25,  "Accounting  for Stock Issued to  Employees."  The statement  addresses the
accounting for share-based payment  transactions with employees,  eliminates the
ability to account for share-based compensation transactions using the intrinsic
value  method  pursuant  to APB 25 and  requires  that  the  compensation  costs
relating to such  transactions  be  recognized at fair value in the statement of
operations.  The revised statement has been implemented by the Company effective
January 1, 2006.  The Company  continued to account for stock  awards  issued to
non-employees under the fair value method as described in EITF 96-18 "Accounting
for Equity  Investments that are issued to Other than Employees for Acquiring or
in Conjunction with Selling Goods or Services." The Company recorded $14,275 and
$343,969 in expense  related to stock options for the three and six months ended
June 30, 2007.

                                       10
<PAGE>

E.    Recent Accounting Pronouncements

In September  2006, the FASB issued SFAS No. 157, Fair Value  Measurements,  and
("SFAS No.  157"),  which  defines  fair  value,  establishes  a  framework  for
measuring  fair  value  using  a  market  participant   approach,   and  expands
disclosures  about fair value  measurements.  SFAS No. 157 will be effective for
the Company  beginning January 1, 2008.  Management is currently  evaluating the
effect SFAS No. 157 will have on the Company's financial condition or results of
operations.

In  September  2006,  the FASB issued SFAS No. 158,  Employers'  Accounting  for
Defined  Benefit Pension and Other  Postretirement  Plans-- an amendment of FASB
Statements  No. 87, 88, 106, and 132(R) ("SFAS No. 158").  SFAS No. 158 requires
companies to recognize the over-funded or  under-funded  status of their defined
benefit  postretirement  plans as an asset or liability and to recognize changes
in  that  funded  status  in  the  year  in  which  the  changes  occur  through
comprehensive income. The Company adopted SFAS No. 158 on December 31, 2006. The
adoption  of SFAS No.  158 did not have any  effect on the  Company's  financial
condition or results of operations.

In July 2006, the Financial  Accounting  Standards  Board ("FASB") has published
FASB Interpretation No. 48 ("FIN No. 48"),  Accounting for Uncertainty in Income
Taxes, to address the  noncomparability  in reporting tax assets and liabilities
resulting  from a lack of  specific  guidance  in FASB  Statement  of  Financial
Accounting  Standards  ("SFAS") No. 109,  Accounting  for Income  Taxes,  on the
uncertainty in income taxes recognized in an enterprise's  financial statements.
FIN No. 48 will apply to fiscal years  beginning  after December 15, 2006,  with
earlier  adoption  permitted.  As of January  31, 2007 FIN 48 was adopted by the
Company  and it did  not  have a  material  effect  on the  Company's  financial
condition or results of operations or cash flows.

In February 2007, the FASB issued  Statement of Financial  Accounting  Standards
No. 159, "The Fair Value option for Financial Asset and Financial  Liabilities -
Including an Amendment of FASB  Statement No. 115" which is effective for fiscal
years  beginning  after November 15, 2007.  This statement  permits an entity to
chose to measure specific financial instruments and other items at fair value at
specified  election dates.  Subsequent  unrealized gains and losses on items for
which the fair value option has been  elected  will be reported in earnings.  We
are currently evaluating the potential impact on this statement.

NOTE 3 - STOCKHOLDERS' DEFICIT

A.    Capital Stock

The Company is authorized to issue 185,000,000  shares of all classes of capital
stock,  including  120,000,000 as common. The Company has authorized  65,000,000
shares  of all  classes  of  preferred  stock,  of which  4,875,850  shares  are
designated as Series A and 50,000,000 as Series C.

                                       11
<PAGE>

B.    Sales for Cash

On March 1 and 8, 2007,  NuVim issued a total of 433,333  shares to an unrelated
accredited  investor for $130,000 or $.30 per share. No commissions or fees were
paid in  connection  with this sale.  He agreed in writing  to  restrictions  on
resale  placed with the NuVim's  transfer  agent and the printing of a legend on
its  certificate.   Because  of  these  factors,   this  sale  was  exempt  from
registration  under the  Securities  Act as not involving a public  distribution
under section 4(2) and 4(6).

On March 8,  2007,  at the same time as the  second  purchase,  three of NuVim's
outside  directors,  Doug Scott,  Peter  DeCrescenzo,  and Cal Hodock  purchased
50,000,  33,333,  and 16,667  shares  respectively  at the same  price  totaling
$30,000 or $0.30 per share.  Each director  agreed in writing to restrictions on
resale  placed with the NuVim's  transfer  agent and the printing of a legend on
its  certificate.   Because  of  these  factors,   this  sale  was  exempt  from
registration  under the  Securities  Act as not involving a public  distribution
under section 4(2) and 4(6).

At the end of the first  quarter of 2007,  NuVim  received  $300,000 from Julius
Baer  Multistock  SICAV US Stock  Fund,  a European  Institutional  Investor  to
purchase  1,000,000  shares of common stock at a price of $.30 per share.  NuVim
paid a commission of $30,000 to Continental  Advisors SA in connection with this
sale. In addition, Continental Advisors SA received approximately $9,000 for its
expenses.

During  April 2007,  NuVim  issued a total of 972,667  shares of common stock to
unrelated accredited  investors for gross proceeds of approximately  $291,800 or
$.30 per  share.  Commissions  and fees of  approximately  $27,000  were paid in
connection  with this sale. The investors  agreed in writing to  restrictions on
resale  placed with the NuVim's  transfer  agent and the printing of a legend on
its  certificate.   Because  of  these  factors,   this  sale  was  exempt  from
registration  under the  Securities  Act as not involving a public  distribution
under section 4(2) and 4(6).

All cash raised in these sales has been applied to working capital.

C.    Debt and Accrued Compensation Conversion

On January 30, 2007,  NuVim issued 72,915 shares of common stock in lieu of cash
for unpaid 2006 salary of  approximately  $14,600 due to Michael Vesey,  NuVim's
former  CFO.  He agreed in writing to  restrictions  on resale  placed  with the
NuVim's transfer agent and the printing of a legend on its certificate.  Because
of these factors,  this sale was exempt from  registration  under the Securities
Act as not involving a public distribution under section 4(2) and 4(6).

                                       12
<PAGE>

In March 2007,  NuVim  issued  100,000  shares of common  stock to Mr.  Kundrat,
NuVim's CEO for the remaining balance of his 2006 executive bonus due him in the
amount of $32,000.

D.    Stock Issued for Services

On January 29, 2007,  NuVim  agreed with its  Secretary  and General  Counsel to
issue 100,000 shares of common stock as additional compensation for his services
during 2007. The services have a value of  approximately  $16,000.  He agreed in
writing  to  hold  the  shares  for at  least  one  year  and to the  additional
restrictions  on resale placed with the NuVim's  transfer agent and the printing
of a legend on its certificate.  Because of these factors,  this sale was exempt
from   registration   under  the  Securities  Act  as  not  involving  a  public
distribution under section 4(2) and 4(6).

On January 29, 2007, NuVim agreed with its operations  director to issue a total
of 50,000  shares of common stock as additional  compensation  for his services.
The  shares  have a value of  approximately  $8,000.  He  agreed in  writing  to
restrictions  on resale placed with the NuVim's  transfer agent and the printing
of a legend on its certificate.  Because of these factors,  this sale was exempt
from   registration   under  the  Securities  Act  as  not  involving  a  public
distribution under section 4(2) and 4(6)

On January 30, 2007 NuVim agreed with a communications expert to provide various
services for a total of 40,000 shares of common stock. The services have a value
of  approximately  $6,400.  He agreed to  restrictions on resale placed with the
NuVim's transfer agent and the printing of a legend on its certificate.  Because
of these factors,  this sale was exempt from  registration  under the Securities
Act as not involving a public distribution under section 4(2) and 4(6).

Also in March,  2007 NuVim  issued  15,000  shares of common  stock for services
relating to its corporate presentation  materials.  The services have a value of
approximately $5,700.

During April 2007 NuVim agreed with a  communications  expert to provide various
services for a total of 26,000 shares of common stock. The services have a value
of  approximately  $13,000.  He agreed to restrictions on resale placed with the
NuVim's transfer agent and the printing of a legend on its certificate.  Because
of these factors,  this sale was exempt from  registration  under the Securities
Act as not involving a public distribution under section 4(2) and 4(6).

E.    Stock Option Plan

In March 2007, the Board of Directors  approved the 2007 Incentive  Stock Option
Plan for the  benefit  of its  officers,  employees  and  consultants.  The plan
authorizes  the  grant of  2,000,000  shares of common  stock.  The plan  became
effective upon approval of shareholders  at the Company's  annual meeting in May
of 2007. On May 17, 2007 the Company  issued  approximately  options to purchase
1,050,000 shares of common stock at prices ranging from $0.40 to $0.44 per share
to officers, Directors, employees and advisors to the Company.

                                       13
<PAGE>

NOTE 4 - INCOME TAXES

Based on the Company's  operating losses, no provision for income taxes has been
provided for the three and six months ended June 30, 2006 and 2007.

NOTE 5 - SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

                                 Six Months Ended
                                     June 30,
                                ------------------
                                  2006       2007
                                --------  --------

Interest paid                   $  1,625  $      -

NOTE 6 - COMMITMENTS

A.    Royalty, License and Supply Agreement - Related Party

In March 2000 and amended in May 2004, the Company entered into an agreement for
the exclusive licensing rights, in specific  territories,  to produce and market
certain beverage  products,  patented and trademarked by SMBI. The agreement was
for a term of 10 years  commencing on the date of the  amendment,  May 2004, and
provided for royalties of between 1% and 2% of net sales for the duration of the
agreement.  The exclusive  licensing agreement could be cancelled by SMBI if the
Company  does  not  meet its  annual  purchasing  commitment  under  the  supply
agreement (see below), in which case, SMBI agrees to negotiate in good faith for
a non-exclusive supply agreement.

In January  2000 and  amended in May 2004,  the  Company  entered  into a supply
agreement with SMBI for the purchase of SMBI's  proprietary  immune whey protein
concentrate.  The agreement is for a term of 10 years, commencing on the date of
amendment, May 2004.

                                       14
<PAGE>

The  license  and supply  agreements  were  subject to the  Company  maintaining
minimum  purchases of SMBI's  proprietary  immune whey protein  concentrate.  In
April of 2007 the Company and SMBI  agreed to  terminate  the license and supply
agreements.  In April 2007 the Company made a final payment of $29,000 under the
agreement and no further amounts are due under the agreement.

On April 9, 2007 the Company entered into a supply  agreement with GNT nutrition
for Nutraflora, an ingredient that provides immune system enhancement and muscle
and joint  flexibility  enhancement.  The agreement does not contain any minimum
purchase commitments or provision for the payment of royalties.

B.    Lease

As of December 31, 2006,  the Company does not have a lease  agreement  with its
landlord  and  is  operating  on  a  month  to  month  basis.  Rent  expense  is
approximately $4,800 per month.

NOTE 7 - RELATED PARTY TRANSACTIONS

Included  in  selling,  general  and  administrative  expenses  are  salaries to
immediate family members of an executive officer of the Company of approximately
$9,000  and  $12,000  for the three  months  ended June 30,  2006 and 2007,  and
$18,000  and  $24,000  for  the  six  months  ended  June  30,  2006  and  2007,
respectively.

                                       15
<PAGE>

NOTE 8 - SUBSEQUENT EVENTS

Only  July  12,  2007,  NuVim  issued  72,000  shares  of  common  stock  to its
consultant,  James  Schnorf,  for  services  to be  rendered  having  a value of
$18,000.

                                       16
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The following  discussion  and analysis of our financial  condition and
results  of  operations  should  be  read  in  conjunction  with  our  financial
statements and related notes included elsewhere in this Quarterly Report on Form
10-QSB.  This discussion contains  forward-looking  statements that are based on
our management's beliefs and assumptions and on information  currently available
to our management.  Forward-looking  statements include, but are not limited to,
statements regarding:

  o  possible or assumed  future  results of  operations,  including  statements
     regarding revenue mix, cost of revenues,  promotion of our products through
     advertising, sampling and other programs, changes to our internal financial
     controls,  trends in our operating expenses and provision for income taxes,
     increased  costs as a result of  becoming  a public  company  and  expenses
     related to stock-based compensation;

  o  financing  plans,  including  the adequacy of  financial  resources to meet
     future needs;

  o  business strategies, including any expansion into new products;

  o  our industry environment,  including our relationships with our significant
     customers and suppliers;

  o  potential growth opportunities; and

  o  the effects of competition.

         Some of our  forward-looking  statements  can be  identified  by use of
words  such as "may,"  "will,"  "should,"  "potential,"  "continue,"  "expects,"
"anticipates," "intends," "plans," "believes" and "estimates."

         Forward-looking   statements  involve  many  risks,  uncertainties  and
assumptions.  Actual results may differ  materially  from those expressed in the
forward-looking  statements for a number of reasons,  including  those appearing
under the caption "Factors  Affecting  Operating  Results" and elsewhere in this
Quarterly Report on Form 10-QSB. The cautionary statements contained or referred
to in this report should be considered in connection with any subsequent written
or oral forward-looking statements that may be issued by us or persons acting on
our three quarters. We undertake no obligation to release publicly any revisions
to any  forward-looking  statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.

OVERVIEW

         We  produce,   market,   and  distribute   NuVim(R)   beverage  dietary
supplements  in  Ready-to-drink   and  powder  mix  forms.  NuVim  utilizes  the
micronutrient  NutraFlora(R),  minerals,  vitamins  and whey  protein to provide
important  health benefits to its consumers.  Whey protein,  NuVim(R)'s  largest
ingredient,   other  than  water,   enhances  physical   performance,   enhances

                                       17
<PAGE>

cardiovascular  health,  and  promotes  well  being.  NutraFlora(R)  is uniquely
capable of promoting  health by supporting the growth of beneficial  (probiotic)
bacteria  which in turn provide  health  benefits  such as improved  calcium and
mineral  absorption for better bone health and a strong immune  system.  Studies
also show that NutraFlora(R) helps improves digestive functions,  contributes to
a healthy  cholesterol,  and  metabolism.  In addition  NuVim  contains  100% of
vitamin  C,  E,  B12,  and  Zinc  and 30%  vitamin  A of the  recommended  daily
requirement.  NuVim products  contain no fat,  cholesterol,  lactose,  caffeine,
artificial flavors or high fructose corn syrup. As we move forward each year, we
try to discover additional  ingredients that can deliver health benefits and not
compromise  the NuVim  great  taste to help us make NuVim the best thing you can
drink.

         We focus on developing  the NuVim(R) brand through a mix of advertising
and  promotional  programs  that  build  consumer  awareness,  trial and  repeat
purchases.   The  marketing   consists  of  television   advertising   newspaper
advertising/advertorials,  product sampling,  coupon  distribution,  promotional
price discounts,  and a newly formed consumer  NuVim(R) e-mail health newsletter
that  is  distributed  to  consumers   throughout  the  US  every  three  weeks.
NutraFlora(R)  through their public relations firm is also developing and airing
news  segments  that  include the  NuVim(R)  health  benefits.  These  marketing
expenditures  are  essential  to build the NuVim(R)  brand.  We continue to test
various ways to find the most cost efficient means to use our marketing funds to
increase consumer awareness,  trial and repeat purchases.  We believe that these
advertising and  promotional  activities are critical to the long term growth of
our business and expect to continue these programs in the future.

         We have distributed our refrigerated  beverages since the year 2000 and
are in approximately  2,100  Supermarkets in the Eastern United States.  In 2002
company revenues were $3.5 million.  However, we eliminated most advertising and
marketing  support  for our  product in the second half of 2002 due to a lack of
funding.  We  recapitalized  our company in June 2005 through the  conversion of
approximately  $7.7  million of debt into  common  stock and an  initial  public
offering of our common stock and in essence  restarted  the company.  Since that
time we have  concentrated  our limited  financial  resources on developing  and
supporting distribution  opportunities that we believe will provide the greatest
profitable  sales expansion  potential.  We continue to test with high potential
retailers like Wal-Mart, Kroger, regional supermarket chains and will find other
avenues of high  volume and  profitable  business  like the  military,  schools,
colleges  and  hospital  groups.  We do not expect  that all of these tests will
culminate in success,  but will pursue each one in the best efficient  manner to
determine their  viability.  Additional funds raised in the first months of 2007
will help achieve these goals.

         We also  developed a powder  version of our product to be sold  through
direct distribution such as the internet as well as retail outlets. Sales of the
product to date have not been material. We have begun a test program selling the
powder in GNC  stores in the Tampa Bay area.  Initial  results  have  shown poor
execution by the GNC retailer at both the company owned and franchise stores.

                                       18
<PAGE>

         During 2006 we continued to have had limited funding to support product
sampling and advertising programs, which we believe are critical to maintain and
increase  sales of our  products.  Therefore,  we have  focused our  spending on
promotions  in accounts  that we believe will offer the greatest  potential  for
sales growth and expansion  opportunities until we are able to raise funding for
additional marketing programs.

         Our focus is to push forward in six areas: Increase the sales per store
in  existing   Wal-Mart   supercenters  and  increase  the  number  of  Wal-Mart
distribution  centers  stocking the NuVim(R) 64 ounce size;  support the testing
begun in the first quarter of 2007 with Kroger,  the second largest US retailer;
introduce a shelf stable 12 ounce in three  varieties for the 1,500  independent
shelf  stable  US  distributors  that  service  the  nearly  700,000  points  of
distribution in the away from home consumption  markets like schools,  colleges,
cafeterias,  delis,  hospitals,   convenience  stores  and  other  food  service
businesses.;  increase  sales of the newly  introduced  powder  version in three
varieties  through the internet,  retail sales,  and fund raising  programs with
non-profit   organizations;   increase  profitable  sales  to  current  and  new
supermarkets;  and  introduce  NuVim  to the  military  commissaries  and  troop
feeding.  We continue to talk with other  companies  that provide  synergy for a
possible merger opportunity and now that the shelf stable products are closer to
introduction we are reviewing export sales.

         In 2006 we  launched  an equity  funded  print news media  campaign  to
educate consumers about the benefits of NuVim(R) and create market awareness for
our product.  The media program will continue into the fourth quarter of 2007 or
until the contracted amount of the newspaper features has been completed.

         We have produced a 30 second television commercial for the refrigerated
products,  a 60 second  television  commercial  for the powder  product  and a 5
minute  powder  infomercial  for the product  and plan to air these  commercials
2,000 times through Platinum  Television Group. Both the 30 second and 60 second
commercials  are aired  monthly on  selected  programs in several  markets  each
month.  These airing of the commercials are part of the equity deal that we made
with PTG previously.

         In  late  2003  we  began  a  test  program  with  a  single   Wal-Mart
supercenter.  In late 2004 the test was  expanded to one  Wal-Mart  distribution
center,  covering 43 supercenters  and then a further  expansion in late 2005 to
two  additional   distribution   centers  that  covered  most  of  the  Wal-Mart
supercenters  in  the  State  of  Florida.  In  April  2006,  we  increased  our
distribution to two more Wal-Mart  distribution centers and in the third quarter
of 2006  one more  distribution  center  was  added.  We now  serve  almost  300
supercenters and seven  distribution  centers in 6 states.  Same store sales for
Wal-Mart from February through June were up 85%. Wal-Mart sales are tracked from
their system starting in February  because that is the beginning of their fiscal
year.

                                       19
<PAGE>

SALES RESULTS

         The table set forth below  discloses  selected data regarding sales for
the  quarter  and the half year  ended June 30,  2007 and 2006.  The data is not
necessarily indicative of continuing trends.

         Sales of beverages  are  expressed  in unit case volume.  A "unit case"
means a unit of measurement  equal to 512 U.S. fluid ounces of finished beverage
(eight 64-ounce containers). Unit case volume means the number of unit cases (or
unit case  equivalents)  of beverages  directly or indirectly  sold by us. Gross
cases sold to the customer represent the number of cases shipped to the customer
prior to any  returned  cases  containing  product that has not been sold by its
expiration date.

UNIT CASE VOLUME/CASE SALES

                              THREE MONTHS ENDED          SIX MONTHS ENDED
                                    JUNE 30,                  JUNE 30,
                            -----------------------   -----------------------
                               2006         2007         2006         2007
                            ----------   ----------   ----------   ----------
Gross Cases Sold                17,785       19,037       32,532       36,643
Gross Sales                 $  327,079   $  347,170      598,152      675,303
Net Sales                   $  305,372   $  232,246      481,593      473,068

         Case shipments of our refrigerated product increased by 4,111 and 1,252
or 11 % and 7%,  respectively,  during the first half and second quarter of 2007
compared with the same periods in the prior year.  The reasons for the six month
changes  were  increases  in Wal-Mart  same store sales of 90% and  increases to
Wal-Mart  distribution centers of 48% an increase of 22% at Shoprite the largest
supermarket  chain in New  York,  an  increase  at  Giant,  largest  account  in
Harrisburg of 16%, and increase with the largest chain in Pittsburgh Giant Eagle
of 12% and even sales at Acme  Philadelphia.  Off  setting  the  increases  were
reductions in sales to accounts that have proven unprofitable and a reduction in
the Wal-Mart  distribution center and store inventory to approximately 1.6 weeks
at both store  level and  distribution  centers.  This  reduction  of 47% at the
distribution  centers and 11% at store level helps Wal-Mart  control their costs
and assist in keeping the freshest product on the shelf.  Even though same store
retail sales increased by 90%, NuVim cases sold to the distribution centers were
lessened due to the 47% warehouse reduction in inventory.
         .
RESULTS OF OPERATIONS

Results of  operations  for the three months ended June 30, 2007 compared to the
three months ended June 30, 2006

                                       20
<PAGE>

         Gross Sales. For the three months ended June 30, 2007, gross sales were
$347,170,  an increase  of $20,091 or 6% over gross  sales of  $327,079  for the
three  months  ended June 30,  2006.  The  increase in gross sales is  primarily
attributable  to the increase in Wal-Mart  sales and selected  other accounts as
stated above.

         Discounts,  Allowances and Promotional  Payments.  For the three months
ended June 30, 2007,  promotional  allowances and discounts  were  $114,924,  an
increase of $93,217 from the promotional  allowances and discounts of 21,707 for
the three months ended June 30, 2006. This increase is primarily attributable to
higher promotional monies spent against price discounts to attract new customers
to the NuVim  franchise  during the  quarter  when juice  product  prices had an
escalation in retail prices due to the juice manufacturing  issues in California
and Florida.  We expect that we gained new users that  hopefully  have broadened
the base of regular NuVim users.

         We record  the price  reductions,  which  are  reimbursed  by us to the
retailers,  in accordance  with Financial  Accounting  Standards  Board Emerging
Issues Task Force, No. 01-09,  Accounting for Consideration Given by a Vendor to
a  Customer.   We  expect  to  continue  to  use  price  promotions  and  coupon
distribution  selectively as a means to promote  consumer  sampling and trial of
our  product  into the  foreseeable  future.  Total  Discounts,  Allowances  and
Promotional  payments as a percentage of gross sales  increased  from 7% for the
three  months  ended June 30,  2006 to 33% for the three  months  ended June 30,
2007.

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED         INCREASE
                                                                            JUNE 30,             (DECREASE)    PERCENTAGE
                                                                  -------------------------------------------------------
                                                                      2007           2006
                                                                  ------------   ------------
<S>                                                               <C>            <C>            <C>                  <C>
Discounts for timely payment                                      $      2,719   $      3,629   $       (910)        (25)%
Product returned after its expiration date                              29,675          6,029         23,646          392%
Promotional price allowances, coupons  and other incentives             80,203         11,197         69,006          616%
Slotting fees                                                            2,327            852          1,475          173%
                                                                  ------------   ------------   ------------   ----------
Total Discounts, Allowances and Promotional Payments              $    114,924   $     21,707   $     93,217          429%
                                                                  ============   ============   ============   ==========
</TABLE>

         Net Sales.  Net sales for the three  months  ended  June 30,  2007 were
$232,246,  a decrease  of $73,126,  or 24% below net sales of  $305,372  for the
three  months  ended  June 30,  2006.  The  decrease  in net sales is  primarily
attributable to the increase in promotional  spending in an attempt to gain more
consumer  trials  during  this  period of higher  orange  juice and other  juice
product retail  prices  as  discussed  above.  According  to  the  acceptable
accounting practices the marketing expenditures related to discounting the price
to the consumer  including  special price promotions and coupon expenses must be
reduced from gross sales to determine net sales.

                                       21
<PAGE>

         Cost of Sales.  For the three months ended June 30, 2007, cost of sales
was  $224,592,  an  increase  of  $36,623,  or 19% higher  than cost of sales of
$187,969 for the three months ended June 30, 2006. Cost of sales as a percentage
of gross sales increased due to the case sales increase and excluding the powder
costs  which are stated at  inventory  cost versus  replacement  cost the second
quarter  costs were the same on a per case basis as the first  quarter.  Cost of
sales includes  approximately $23,000 of expense related to NuVim powder product
that was used for sampling purposes and generated little or no revenue.

         Gross  Profit.  Gross profit was $7,654 for the three months ended June
30, 2007, a decrease of $109,749 from the gross profit of $117,403 for the three
months ended June 30, 2006. Gross profit as a percentage of gross sales was 2.2%
for the three months ended June 30, 2007  compared to 35.8% for the three months
ended June 30, 2006. The decrease in gross profit as a percentage of gross sales
was primarily due to increase in promotion  price  reductions to the consumer to
help build  consumer  trial at the feature  pricing versus other products in the
juice  section and sampling  costs  related to the powder  product.  Without the
unusual,  one-time powder  promotion  expense,  the Gross Profit would have been
about $30,000.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses were $677,381 for the three months ended June 30, 2007,
an  increase  of  $185,982,  or 38% from  selling,  general  and  administrative
expenses of $491,399 for the three  months ended June 30, 2006.  The increase is
entirely  attributable to non cash  compensation  expense of $330,000 related to
stock options issued in the three months ended June 30, 2007.  Selling,  general
and  administrative  expenses exceeded net sales in both periods as we increased
sampling, and advertising to help build the long term franchise.  Administrative
cost decreased by $145,279 or 36% versus first quarter 2006.

         Loss from  Operations.  Loss from operations was $669,727 for the three
months ended June 30, 2007  compared to $373,996 for the three months ended June
30,  2006.  The  increase  is due to non cash  compensation  expense of $330,000
related  to stock  options  issued  in the three  months  ended  June 30,  2007.

         Interest  Expense.  Interest  expense was $20,974 for the three  months
ended June 30, 2007; a decrease of $15,499,  or 43%,  from  interest  expense of
$36,473  for the three  months  ended June 30,  2006.  The  decrease in interest
expense is primarily attributable to the retirement of indebtedness.

         Net Loss.  Net loss was  $677,180  for the three  months ended June 30,
2007 compared to $401,866 for the three months ended June 30, 2006. The $275,314
increase  in net  loss  was  primarily  attributable  to  increase  in non  cash
compensation  expense,  (stock option expense) despite the lower  administrative
costs,  elimination of royalty  payments,  decrease in distribution  and reclaim
costs and lower interest expense.

Results of operations for the six months ended June 30, 2007 compared to the six
months ended June 30, 2006

                                       22
<PAGE>

         Gross Sales.  For the six months ended June 30, 2007,  gross sales were
$675,303, an increase of $77,151, or 13% higher than gross sales of $598,152 for
the six months ended June 30,  2006.  The increase in gross sales for six months
is primarily  attributable  the increases at Wal-Mart,  Shoprite,  Giant , Giant
Eagle and new sales at Kroger and GNC. The first six months of 2006 was the best
performance in several years and we managed to beat that by 13%.

         Discounts,  Allowances  and  Promotional  Payments.  For the six months
ended June 30, 2007,  promotional  allowances and discounts  were  $202,235,  an
increase of $85,676 or 74%,  from the  promotional  allowances  and discounts of
$116,559  for the six months  ended June 30,  2006.  This  increase is primarily
attributable  to higher  feature  activity to gain consumer  trial at discounted
feature  pricing while juice and juice  related  pricing was at their highest in
several years. We record the price reductions, which are reimbursed by us to the
retailers,  in accordance  with Financial  Accounting  Standards  Board Emerging
Issues Task Force, No. 01-09,  Accounting for Consideration Given by a Vendor to
a  Customer.   We  expect  to  continue  to  use  price  promotions  and  coupon
distribution  selectively as a means to promote  consumer  sampling and trial of
our product into the foreseeable  future.  Product returned after its expiration
date increased despite the higher sales volume discussed above.

<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED           INCREASE
                                                                            JUNE 30,             (DECREASE)    PERCENTAGE
                                                                  -------------------------------------------------------
                                                                      2007           2006
                                                                  ------------   ------------
<S>                                                               <C>            <C>            <C>                   <C>
Discounts for timely payment                                      $      5,215   $      9,523   $     (4,308)         (45)%
Product returned after its expiration date                              59,486         65,110         (5,624)          (9)%
Promotional price allowances, coupons and other incentives             133,533         41,073         92,460          225%
Slotting fees                                                            4,000            853          3,147          368%
                                                                  ------------   ------------   ------------   -----------
Total Discounts, Allowances and Promotional Payments              $    202,235   $    116,559   $     85,676           74%
                                                                  ============   ============   ============   ===========

</TABLE>

         Net  Sales.  Net  sales for the six  months  ended  June 30,  2007 were
$473,068, a decrease of $8,525, or 1.7% lower than net sales of $481,593 for the
six  months  ended  June 30,  2006.  The  decrease  in net  sales  is  primarily
attributable to the increase in discount feature activity discussed above.

         Cost of Sales.  For the six months ended June 30,  2007,  cost of sales
was  $393,537,  an  increase  of  $84,337,  or 27% higher  than cost of sales of
$309,200 for the six months  ended June 30, 2006.  Cost of sales as a percentage
of gross sales increased to 58% for the six months ended June 30, 2007, compared
to 52% for the six months ended June 30, 2006.  The increase in cost of sales as
a percentage of gross sales was  primarily  the result of higher price  discount
allowances.  Cost of sales includes  approximately $23,000 of expense related to
NuVim powder product that was used for sampling purposes and generated little or
no revenue.

                                       23
<PAGE>

         Gross  Profit.  Gross  profit was $79,531 for the six months ended June
30,  2007,  a decrease of $92,862  from the  $172,393  gross  profit for the six
months ended June 30, 2006.  Gross profit as a percentage of gross sales was 12%
for the six  months  ended  June  30,  2007  compared  to the  gross  profit  of
approximately  29% for the six months ended June 30, 2006. The decrease in gross
profit as a  percentage  of gross sales was  primarily  due to the higher  price
discounts and  promotional  allowances  and sampling costs related to the powder
product.  Without the unusual,  one-time  powder  promotion  expense,  the Gross
Profit would have been about $110,000.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses were $1,009,791 for the six months ended June 30, 2007,
an increase of $5,719, or 1% from selling,  general and administrative  expenses
of  $1,004,072  for the six months  ended June 30,  2006.  Selling,  general and
administrative  expenses for the six months ended June 30, 2007 include non cash
compensation  expense of approximately  $344,000 related to stock options issued
during the period.  Selling,  general and  administrative  expenses exceeded net
sales in both periods as we are still in an early stage of our  development  and
have not achieved  sales  volumes  sufficient to generate net sales in excess of
our selling, general and administrative expenses.

         Loss from  Operations.  Loss from  operations  was $930,260 for the six
months  ended June 30, 2007  compared to $831,679  for the six months ended June
30,  2006.  The  $98,581   increase  in  loss  from   operations  was  primarily
attributable  to  the  lower  gross  profit  and  higher  selling,  general  and
administrative  expenses  described  above.  The  increase is  primarily  due to
$330,000 of option expense not reflected in the comparable period for last year.

         Interest Expense. Interest expense was $41,624 for the six months ended
June 30, 2007; a decrease of 31,914,  or 44%, from  interest  expense of $73,538
for the six months  ended June 30,  2006.  The  decrease in interest  expense is
primarily attributable to the retirement of indebtedness.

         Net Loss.  Net loss was $958,363 for the six months ended June 30, 2007
compared  to  $896,569  for the six months  ended  June 30,  2006.  The  $61,794
increase in net loss was primarily  attributable to the factors discussed above.
Without the option expense, the net loss would have been cut by about $270,000.

LIQUIDITY AND CAPITAL RESOURCES

         Our operations to date have generated significant operating losses that
have been funded  through the issuance of common stock and external  borrowings.
We  will  require   additional  sources  of  outside  capital  to  continue  our
operations.

         Through April 30 2007, NuVim has raised a net of approximately $684,000
in new  working  capital  through  the sale of  common  stock  and has  obtained
services valued at approximately $49,000 in exchange for its common stock.

         We have participated in the New Jersey Economic  development  Authority
Tax  Transfer   program  for  the  past  5  years  and  will  again  this  year.
Approximately  $442,000 was received  from this program in December of 2006.  We
have already applied for the 2007 program.

                                       24
<PAGE>

         We will need to raise additional financing to pay down our obligations,
fund  operating  losses and to support sales and marketing  programs to increase
sales of our  products.  If we are not able to  identify  additional  sources of
financing, we may not be able to continue operations beyond 2007.

         Net cash used in operating activities for the six months ended June 30,
2007 was  $587,412,  compared to cash used in operating  activities  of $768,243
during  the  same  period  in  2006.  The  decrease  in cash  used by  operating
activities  during the first six months of 2007 was  primarily  attributable  to
lower loss before non cash compensation costs.

         Cash from financing  activities  primarily represents net proceeds from
the sale of common  stock of $683,820 and $533,875 for the six months ended June
30, 2007 and 2006, respectively.

APPLICATION OF RECENT AND CRITICAL ACCOUNTING POLICIES AND PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2006,  the Financial  Accounting  Standards  Board ("FASB") has
published FASB Interpretation No. 48 ("FIN No. 48"),  Accounting for Uncertainty
in Income  Taxes,  to address the  noncomparability  in reporting tax assets and
liabilities  resulting  from a lack of specific  guidance in FASB  Statement  of
Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes, on
the  uncertainty  in  income  taxes  recognized  in  an  enterprise's  financial
statements.  FIN No. 48 will apply to fiscal years  beginning after December 15,
2006, with earlier adoption permitted. As of January 31, 2007 FIN 48 was adopted
by the Company and it did not have a material effect on the Company's  financial
condition or results of operations or cash flows.

         In  September   2006,   the  FASB  issued  SFAS  No.  157,  Fair  Value
Measurements,  and ("SFAS No.  157"),  which  defines fair value,  establishes a
framework for measuring  fair value,  and expands  disclosures  about fair value
measurements.  SFAS No. 157 will be effective for the Company  beginning January
1, 2008. Management is currently evaluating the effect SFAS No. 157 will have on
the Company's financial condition or results of operations.

         In February  2007,  the FASB issued  Statement of Financial  Accounting
Standards  No. 159,  "The Fair Value option for  Financial  Asset and  Financial
Liabilities  -  Including  an  Amendment  of FASB  Statement  No.  115" which is
effective for fiscal years  beginning  after  November 15, 2007.  This statement
permits an entity to chose to measure many financial instruments and other items
at fair value at  specified  election  dates.  Subsequent  unrealized  gains and
losses on items  for  which  the fair  value  option  has been  elected  will be
reported in earnings.  We are currently  evaluating the potential impact on this
statement in connection with our evaluation of SFAS No. 157.

                                       25
<PAGE>

CRITICAL ACCOUNTING ESTIMATES

         The 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 of
America.  The  preparation  of these  financial  statements  requires us to make
estimates  and  judgments  that  affect  the  reported   amount  of  assets  and
liabilities,  revenues and expenses, and related disclosure on contingent assets
and  liabilities  at the date of our financial  statements.  Actual  results may
differ from these estimates under different assumptions and conditions.

         Critical  accounting  policies are defined as those that are reflective
of significant judgments,  estimates and uncertainties and potentially result in
materially different results under different assumptions and conditions.

         PLACEMENT AND PROMOTIONAL ALLOWANCES AND CREDITS FOR PRODUCT RETURNS

         As an  inducement to our customers to promote our products in preferred
locations of their stores,  we provide  placement and promotional  allowances to
certain  customers.  We also provide  credits for customer  coupon  redemptions,
consumer price reductions, and product which has not been sold by its expiration
date.  These  allowances  and credits are reflected as a reduction of revenue in
accordance  with Emerging  Issues Task Force  ("EITF") No. 01-9,  which requires
certain  sales  promotions  and customer  allowances  previously  classified  as
selling,  general and administrative expenses to be classified as a reduction of
sales  or as cost of goods  sold.  Provisions  for  promotional  allowances  are
recorded  upon  shipment  and are  typically  based on shipments to the retailer
during an  agreed  upon  promotional  period.  We  expect  to offer  promotional
allowances  at  historical  levels  in the near  future as an  incentive  to our
customers.  One time per account  slotting or placement  fees are deducted  from
revenue in the  period  paid.

                                       26
<PAGE>

Provisions  for coupon  redemptions  and product  returned  that has reached its
expiration  date  are  based  on  historical  trends.  Information  such  as the
historical  number of cases  returned  per unit  shipped,  product  shelf  life,
current  sales  volume,  and coupons  distributed  during the period are used to
derive  estimates  of  the  required  allowance.  As we  expand  production  and
introduce new products,  we may incur increased levels of returned goods.  Also,
our  estimates  assume  we  will  continue  as  a  going  concern  and  maintain
distribution with wholesalers and supermarkets that currently carry our product.
If a  supermarket  or wholesaler  discontinues  our product,  we may  experience
return rates in excess of our  historical  trend.  This could result in material
charges to future  earnings for  reimbursements  to our  customers for returned,
unsold product.

         ACCOUNTS RECEIVABLE

         We evaluate the  collectibility of our trade accounts  receivable based
on a number of factors. Accounts receivable are unsecured,  non-interest bearing
obligations that are typically due from customers  between 10 and 30 days of the
invoice  date. We apply  collections  in  accordance  with  customer  remittance
advices  or to  the  oldest  outstanding  invoice  if no  remittance  advice  is
presented with payment. Our overall receivables are approximately 17 days.

         We estimate an allowance for doubtful accounts and revenue  adjustments
based on historical trends and other criteria. We have had only one account that
could not be collected  since the  inception of the company in 2000.  The amount
was less than $10,000.  Further, as accounts  receivable  outstanding are deemed
uncollectible   or  subject  to  adjustment,   these   allowances  are  adjusted
accordingly.  In  circumstances  where we become aware of a specific  customer's
inability to meet its financial  obligations  to us, a specific  reserve for bad
debts is estimated and recorded which reduces the  recognized  receivable to the
estimated  amount we believe  will  ultimately  be  collected.  In  addition  to
specific  customer  identification  of potential bad debts, bad debt charges are
recorded based on our recent past history and an overall  assessment of past due
trade accounts  receivable  outstanding.  We also estimate the amount of credits
for product  placement,  promotion  and expired  product that are expected to be
issued for product sold based on an evaluation  of historical  trends and record
an allowance when the sale is recorded.

         INFLATION

         We do not  believe  that  inflation  had a  significant  impact  on our
results of operations for the periods presented.

         OFF-BALANCE SHEET TRANSACTIONS

         At June 30, 2007, we did not have any relationships with unconsolidated
entities  or  financial  partnerships,  such as  entities  often  referred to as
structured   finance  or  special  purpose  entities,   which  would  have  been
established for the purpose of facilitating  off-balance  sheet  arrangements or
other contractually narrow or limited purposes.

                                       27
<PAGE>

FACTORS AFFECTING OPERATING RESULTS

         Investing  in our  shares  involves a high  degree of risk.  You should
carefully consider the following risks, as well as the other information in this
report, before deciding whether to invest in our shares. If any of the following
risks actually occur, our business,  financial condition,  results of operations
and liquidity could suffer. In that event, the trading price of our shares could
decline and you might lose all or part of your investment.

WE WILL NEED TO RAISE ADDITIONAL CAPITAL.

         We are  currently  operating  at a loss  and  expect  our  expenses  to
continue to increase  as we expand our  product  line as well as our  geographic
presence  throughout  the United  States.  To date, we have relied  primarily on
financing  transactions to fund operations.  We could face unforeseen costs such
as an increase in  transportation  costs  resulting from the recent  significant
increases  in the  cost  of  fuel;  or our  revenues  could  fall  short  of our
projections  because  retail  outlets  discontinue  ordering our products or for
reasons  unrelated to our products,  such as a revenue decline due to changes in
consumer  habits and preferences or we may achieve lower margins than planned on
our products due to cost increases or competitive pricing pressure.

         During  the  first  six  months  of 2007,  NuVim  raised a net total of
$684,000 from European  Institutional and United States accredited investors and
obtained an additional about $49,000 of services in exchange for common stock.

         We will still continue to need additional funds to continue operations.
New  sources of  capital  may not be  available  to us when we need it or may be
available  only on terms we would  find  unacceptable.  If such  capital  is not
available on  satisfactory  terms, or is not available at all, we will be unable
to continue to fully  develop our  business  and our  operations  and  financial
condition will be materially and adversely  affected.  Such a lack of additional
funding  could  force us to cease  operations  altogether.  Debt  financing,  if
obtained,  could  increase  our  expenses  and  would be  required  to be repaid
regardless  of operating  results.  In addition,  if we raise  additional  funds
through the issuance of equity,  equity-related  or convertible debt securities,
these securities may have rights,  preferences or privileges  senior to those of
the rights of our ordinary shares and our shareholders may experience additional
dilution.  Any such  developments  can adversely  affect your  investment in our
company,  harm our financial and operating results, and cause our share price to
decline.

OUR  AUDITORS  HAVE  SUBSTANTIAL  DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

         In their report in connection with our 2006 financial  statements,  our
auditors  included  an  explanatory  paragraph  stating  that,  because  we have
incurred  net  losses  and have a net  capital  deficiency  for the years  ended
December 31, 2005 and 2006, and as of June 30, 2007 our continued existence will
depend  in large  part  upon  our  ability  to  successfully  secure  additional
financing  to fund  future  operations.  Our  initial  public  offering  was not
sufficient  to  completely  alleviate  these  concerns;  the proceeds  have been
adequate  to fund  operations  to date,  but we will  need to  raise  additional
funding to continue operations. If we are not able to achieve positive cash flow
from operations or to secure additional financing as needed, we will continue to
experience the risk that we will not be able to continue as a going concern.

                                       28
<PAGE>

         Our continued  existence  will depend in large part upon our ability to
successfully secure additional financing to fund future operations.  Our initial
public offering was not sufficient to completely alleviate these concerns. If we
are not  able to  achieve  positive  cash  flow  from  operations  or to  secure
additional  financing as needed, we will continue to experience the risk that we
will not be able to continue as a going concern.

         We have  not  had  sufficient  capital  to  operate  our  business  for
approximately  three years, and as a result, we have negotiated extended payment
terms on approximately  $770,000 of notes payable which are due and payable upon
receipt of additional financing.

         These outstanding obligations may make it difficult to raise additional
financing.

OUR LIMITED OPERATING HISTORY MAKES EVALUATION OF OUR BUSINESS DIFFICULT.

         We have a limited operating history and have encountered, and expect to
continue to encounter, many of the difficulties and uncertainties often faced by
early stage  companies.  We commenced our business  operations in 1999 and began
marketing our initial products in 2000 on a limited basis. Accordingly,  we have
only a limited  operating  history  with which you can evaluate our business and
prospects.  An investor in our units must consider our business and prospects in
light of the risks,  uncertainties  and difficulties  frequently  encountered by
early stage companies, including limited capital, delays in product development,
possible  marketing and sales  obstacles and delays,  inability to gain customer
acceptance or to achieve  significant  distribution of our products to customers
and  significant  competition.  We cannot be certain  that we will  successfully
address these risks.  If we are unable to address these risks,  our business may
not  grow,  our  stock  price  may  suffer  and/or  we may be  unable to stay in
business.

WE HAVE A HISTORY OF LOSSES AND WE EXPECT TO  CONTINUE  TO OPERATE AT A LOSS FOR
THE FORESEEABLE FUTURE.

         Since our inception in 1999, we have incurred net losses in every year,
including  net  losses of  $2,396,902  for the year  ended  December  31,  2005,
$1,778,959  for the year ended  December  31, 2006 and $677,180 and $958,363 for
the three and six months,  respectively,  ended June 30, 2007.  We had a working
capital  deficit of $317,432 at June 30,  2007 as compared  with  $506,292 as of
December 31, 2006 and have negative cash flows from  operations.  As a result of
ongoing operating losses, we also had an accumulated  deficit of $22,982,383 and
a  stockholders'  deficit of  $1,369,123  at the end of the second  quarter.  We
expect  to incur  losses  until  at least  through  2007  and may  never  become
profitable. We also expect that our expenses will increase substantially for the
foreseeable  future  as we seek  to  expand  our  product  line  and  sales  and
distribution  network,  implement internal systems and infrastructure and comply
with the legal,  accounting and corporate  governance  requirements imposed upon
public companies.  These ongoing financial losses may adversely affect our stock
price.

                                       29
<PAGE>

OUR  CONTINUED  PROGRESS  DEPENDS OF  CONSUMER  ACCEPTANCE  OF THE  REFORMULATED
BEVERAGE

         In the second quarter of 2007, NuVim introduced a reformulated beverage
and began producing it at a new plant.  Although the new  formulation  maintains
the same taste,  reduces  calories  per serving from 70 to 45,  eliminates  High
Fructose Corn Syrup, as an ingredient,  and introduces  NutraFlora(R)  an active
ingredient with more, and more recent,  clinical  support for its improvement of
mineral  absorption,  particularly the calcium and magnesium  necessary for bone
strength,  reinforcing the immune system,  our consumers may not all continue to
enjoy the NuVim(R)  beverages and new  customers  attracted by the reduced sugar
and  calories  and the  improved  health  benefits  may not  replace all the old
customers lost because of the changes.

OUR BUSINESS  DEPENDS ON THE ACCEPTANCE OF OUR PRODUCTS IN BOTH EXISTING AND NEW
MARKETING AREAS.

         We intend to expand into new  geographic  areas and broaden our product
offerings to generate  additional sales. Our refrigerated  beverage products are
currently  available  from  southern  Connecticut  to  Miami  and as far West as
Pittsburgh  including  such  supermarket  chains  as  ShopRite,  Pathmark,  A&P,
Gristedes, Food Emporium,  Walbaums, Acme Giant, Giant Eagle, Publix, Kroger and
Wal-Mart.  Although  marketing  funds  have  been  limited  we have been able to
maintain  distribution  due to our loyal  consumer  base who have felt the NuVim
difference and continue to buy NuVim on a regular basis.  The supermarket  chain
accounts  see  NuVim as a one of a kind  product  that  offers  the  consumer  a
healthily choice to high sugar and high caffeine  carbonated and non- carbonated
beverages.  We do not know  whether  the  level  of  market  acceptance  we have
received in our current  markets for our products will be matched or exceeded in
the  geographic  locations we are newly serving or in other areas of the country
as we  expand  our  distribution  in the  future.  We also  will  need to  raise
additional financing to support this expansion.

         We can give no assurance that we will expand into new geographic  areas
or  successfully  expand our product  line.  It is unlikely that we will achieve
profitability  and otherwise  have a successful  business  unless we are able to
gain  market  acceptance  of  our  existing  and  future  products  over  a wide
geographic area.

CONSUMERS WHO TRY OUR PRODUCTS MAY NOT EXPERIENCE THE HEALTH  BENEFITS WE CLAIM,
WHICH MAY CAUSE THEM TO DISCONTINUE USING OUR PRODUCTS.

         Although there is substantial clinical evidence showing that NuVim(R)`s
ingredients  produce  the  desired  results,  there  have been no studies of our
specific  formulation.  Therefore,  we currently  cannot confirm that the health
benefits of our products  will be evident to casual  consumers of our  products.
Consumers may  determine  that drinking 12 ounces of NuVim per day for a minimum
of 30 days requires more discipline and expense than they are willing to devote.
If  consumers  do not use our  product in the  quantity  or for the  duration we
recommend,  they may not achieve the health  benefits we claim,  which may cause
them  to  make  alternative   nutritional  beverage  and/or  dietary  supplement
purchasing decisions.

                                       30
<PAGE>

OUR BUSINESS MAY SUFFER FROM LACK OF DIVERSIFICATION.

         Our business is centered on nutritional beverages. The risks associated
with  focusing on a limited  product line are  substantial.  If consumers do not
accept our  products or if there is a general  decline in market  demand for, or
any significant  decrease in, the consumption of nutritional  beverages,  we are
not financially or  operationally  capable of introducing  alternative  products
within a short time frame. As a result, such lack of acceptance or market demand
decline could cause us to cease operations.

EXPANSION OF OUR BUSINESS IS DEPENDENT ON OUR ABILITY TO EXPAND PRODUCTION.

         We currently  manufacture our refrigerated product line at Mountainside
Farms in Roxbury,  New York. Our ability to expand beyond our current  marketing
areas  depends  on,  among other  things,  the ability to produce our product in
commercial quantities  sufficient to satisfy the increased demand.  Although our
present  production  capacity is sufficient  to meet our current and  short-term
future  production  needs,  production  capacity  may not be  adequate to supply
future needs.  If additional  production  capacity  becomes  needed,  it will be
necessary to engage additional  co-packers or to expand  production  capacity at
our present co-packer  facility.  If we expand production at Mountainside  Farms
Dairy,  we risk  having to pay  significantly  greater  transportation  costs to
transport our products to warehouses in other regions of the United States.  Any
new co-packing  arrangement  raises the additional risk of higher marginal costs
than we currently  enjoy since we would be required to negotiate  new terms with
any new  co-packer.  We may not be able to pass along these  higher costs to our
customers. If we are unable to pass along the higher production costs imposed by
new co-packers to our  customers,  we either will suffer lower gross margins and
lower profitability,  once achieved,  or we may be unable to expand our business
as we have planned, which could disappoint our stockholders.

OUR BUSINESS CONTAINS RISKS DUE TO THE PERISHABLE NATURE OF OUR PRODUCT.

         Our current  refrigerated  product is a perishable  beverage that has a
limited  shelf-life of  approximately  83 days. This restricted shelf life means
that we do not have any  significant  finished goods inventory and our operating
results are highly  dependent on our ability to  accurately  forecast  near term
sales in order to adjust our raw materials  sourcing and production  needs. When
we do not  accurately  forecast  product  demand,  we are either  unable to meet
higher than  anticipated  demand or we produce  excess  inventory that cannot be
profitably sold.  Additionally,  our customers have the right to return products
that are not sold by their expiration date. Therefore, inaccurate forecasts that
either  mean that we are unable  meet  higher  than  anticipated  demand or that
result in excess production, or significant amounts of product returns on any of
our  products  that are not sold by the  expiration  date could  cause  customer
dissatisfaction, unnecessary expense and a possible decline in profitability.

GOVERNMENT REGULATION MAY ADVERSELY AFFECT OUR BUSINESS.

         Our  business  is subject to  government  regulation,  principally  the
United  States Food and Drug  Administration  (the "FDA"),  which  regulates the
processing,   formulation,   packaging,  labeling  and  advertising  of  dietary
products,  and to a lesser  extent,  state  governments,  where state  attorneys
general  have  authority  to  enforce  their  state  consumer  protection  acts.
Specifically,  we are subject to the Dietary Supplement and Health Education Act
("DSHEA"). Under DSHEA, dietary supplements are permitted to make "statements of
nutritional support" with notice to the FDA, but without FDA pre-approval.

                                       31
<PAGE>

The FDA does not allow claims that a dietary product may mitigate,  treat,  cure
or prevent  disease.  There can be no assurance that at some future time the FDA
will not  determine  that the  statement of  nutritional  support we make on our
packaging is a prohibited  claim rather than an acceptable  nutritional  support
statement.  Such a  determination  by the  FDA  would  require  deletion  of the
treatment,  cure or prevention of disease claim, or, if it is to be used at all,
submission by our company and the approval by the FDA of a new drug application,
which would entail costly and time-consuming  clinical studies, or revision to a
health claim,  which would require  demonstration  of  substantiated  scientific
evidence to support  such claim and would also consume  considerable  management
time and financial resources.

         Our  advertising  of dietary  supplement  products  is also  subject to
regulation by the Federal Trade  Commission  (the "FTC") under the Federal Trade
Commission Act, which prohibits unfair or deceptive trade  practices,  including
false or misleading advertising. The FTC in recent years has brought a number of
actions  challenging  claims made by companies  that suggest that their products
are dietary  supplements.  No  assurance  can be given that  actions will not be
brought against us by the FTC or any other party challenging the validity of our
product advertising claims.

OUR BUSINESS MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS RELATING TO CONSUMER USE
OF OUR PRODUCTS.

         As a marketer of beverages  that are ingested by consumers,  we face an
inherent risk of exposure to product liability claims if the use of our products
results  in injury  or our  labeling  contains  inadequate  warnings  concerning
potential  side  effects.  With  respect to product  liability  claims,  we have
obtained  a  $2.0  million   liability   insurance   policy  ($2.0  million  per
occurrence), which we believe is adequate for our kind of business activity. The
policy contains  certain  exclusions that would pertain to food products such as
the additional  products  exclusion for bodily injury or property damage arising
out of the  manufacture,  handling,  distribution,  sale,  application or use of
certain specified products (e.g.,  silicone,  latex, and dexfenfluramine,  among
others),  the intended injury and the willful and intentional  acts  exclusions.
There can be no assurance that such insurance will continue to be available at a
reasonable  cost, or, if available,  that it will be adequate to cover potential
liabilities. If we are found liable for product liability claims that exceed our
coverage or are subject to a policy  exclusion,  such liability could require us
to pay financial losses for which we have not budgeted and may not have adequate
resources to cover. If the uninsured losses were  significantly  large enough to
impact our ability to continue our then-existing  level of operations,  we might
experience a decline in net income and  earnings per share,  and our stock price
might  suffer.  In an  effort  to  limit  any  liability,  we  generally  obtain
contractual  indemnification  from parties  supplying raw materials or marketing
our products.  Such  indemnification is limited,  however,  by the terms of each
related  contract and, as a practical  matter,  by the  creditworthiness  of the
indemnifying party.

         Despite  the  insurance  coverage  that we plan on  maintaining,  it is
possible that we may be sued if one or more consumers  believe our products have
caused them harm.  While no such  claims have been made to date,  the results of
any such suit could result in  significant  financial  damages to us, as well as
serious damage to the reputation and public  perception of our company,  even if
we are ultimately found not to be at fault.

                                       32
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES.

         The Mr. Kundrat,  NuVim's Chief  Executive  Officer and Chief Financial
Officer,  evaluated  the  effectiveness  of  the  design  and  operation  of its
disclosure  controls and  procedures as defined in Exchange Act Rule  13a-15(e).
The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and
15d-15(e) under the Securities  Exchange Act of 1934, as amended,  (the Exchange
Act) means  controls  and other  procedures  of a company  that are  designed to
ensure that this information is recorded,  processed,  summarized,  and reported
within the time  periods  specified  in the SEC's  rules and  forms.  Disclosure
controls and procedures include controls and procedures  designed to ensure that
information  required to be  disclosed by a company in the reports that it files
or  submits  under the  Exchange  Act is  accumulated  and  communicated  to the
company's management,  including its principal executive and principal financial
officers,   as  appropriate  to  allow  timely  decisions   regarding   required
disclosure.   Based  upon  their  evaluation  of  its  disclosure  controls  and
procedures,  the Company's chief executive and the chief financial  officer have
concluded that, as of June 30, 2007 and as of the date of filing,  the controls,
and procedures were effective at a reasonable  assurance level and will continue
to operate as designed.

         NuVim maintains certain internal controls over financial reporting that
are  appropriate,   consistent  with  cost-benefit  considerations,  to  provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally accepted accounting principles.  No changes effecting NuVim's internal
controls  occurred during the first half of 2007.

                                       33
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are at present no legal proceedings pending against the Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Sales for Cash

         In April 2007 five investors represented by Paulsen Investment Company,
Inc. and an additional  private investor  purchased a total of 872,667 shares of
common stock for $261,800 or $0.30 per share.  Paulson will receive a commission
of $22,680 on the 772,667 shares sold to its clients. Each purchaser represented
in  writing  that it was an  accredited  investor  and it agreed in  writing  to
restrictions  on resale placed with the NuVim's  transfer agent and the printing
of a legend on its certificate.  Because of these factors,  this sale was exempt
from   registration   under  the  Securities  Act  as  not  involving  a  public
distribution under section 4(2) and 4(6).

Also in April,  Montalcino,  S.A.,  a Luxemburg  based  mutual  fund,  purchased
100,000 shares for $30,000,  a price of $.30 per share.  NuVim paid a commission
of $3,000 to Continental  Advisors SA in connection with this sale. In addition,
Continental   Advisors  SA  received  $900  for  its  expenses.   The  purchaser
represented  in  writing  that it was an  accredited  investor  and it agreed in
writing to restrictions on resale placed with the NuVim's transfer agent and the
printing of a legend on its certificate. Because of these factors, this sale was
exempt from  registration  under the  Securities  Act as not  involving a public
distribution under section 4(2) and 4(6).

All of the cash was used for working capital.

Common Stock Issued for Services

         Also in April,  NuVim  agreed with a  communications  expert to provide
various services for a total of 26,000 shares of common stock. The services have
a value of  approximately  $13,000.  He agreed to  restrictions on resale placed
with the NuVim's transfer agent and the printing of a legend on its certificate.
Because of these  factors,  this sale was  exempt  from  registration  under the
Securities  Act as not  involving a public  distribution  under section 4(2) and
4(6).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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<PAGE>

ITEM 4. - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         On May 9, 2007,  NuVim held its Annual  Shareholders  Meeting.  At that
meeting, the five incumbent directors, Richard P. Kundrat, Stanley Moger, Calvin
Hodock, Peter V. DeCrescenzo,  and Doug Scott were all re-elected. Each received
7,013,241 votes while the votes of 5,911 shares were withheld.  The shareholders
also  approved the 2007 Stock  Option Plan by a vote of 4,639,  763 in favor and
60.039 opposed.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

(a)      Current Reports on Form 8-K: None

(b) The following exhibits are filed as part of this report:

EXHIBIT NO.    DESCRIPTION

31.1           Certification  of Chief Executive  Officer  Pursuant to 18 U.S.C.
               Section  1350,  as  Adopted   Pursuant  to  Section  302  of  the
               Sarbanes-Oxley Act of 2002.
31.2           Certification  of Chief Financial  Officer  Pursuant to 18 U.S.C.
               Section  1350,  as  Adopted   Pursuant  to  Section  302  of  the
               Sarbanes-Oxley Act of 2002.
32.1           Certification  of  the  Chief  Executive  pursuant  to 18  U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.
32.2           Certification  of the  Chief  Financial  Officer  pursuant  to 18
               U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

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<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                              NUVIM, INC.

Date: September 26 , 2007     By:   /s/ RICHARD P. KUNDRAT
                                    --------------------------------------------
                                    Richard P. Kundrat
                                    Chief Executive Officer and Chairman of
                                    the Board
                                    (Principal Executive Officer)

Date: September 26 , 2007     By:   /s/ RICHARD P. KUNDRAT
                                    --------------------------------------------
                                    Richard P. Kundrat
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

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