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

                                   FORM 10-QSB

(Mark One)

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

                For the quarterly period ended September 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 November 8, 2007,  14,670,782  shares of the  registrant's  Common Stock, par
value $0.00001 per share, were outstanding.

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

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<PAGE>

                                   NUVIM, INC.

                         QUARTERLY REPORT ON FORM 10-QSB

                    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
Balance Sheet -September 30, 2007 (Unaudited)                                  3
Statements of Operations - For the three and nine months ended
 September 30, 2007 and 2006 (Unaudited)                                       4
Statement of Changes in Stockholders' Deficit for the nine months ended
 September 30, 2007 (Unaudited)                                                5
Statements of Cash Flows for the nine months ended
 September 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                   34
Item 5. Other Information                                                     34
Item 6. Exhibits and Reports on Form 8-K                                      34
Signatures                                                                    36

                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                   NUVIM, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           SEPTEMBER 30,
                                                                               2007
                                                                           -------------
                                                                            (Unaudited)
<S>                                                                        <C>
                                         ASSETS
Current Assets:
   Cash and cash equivalents                                               $           0
   Accounts receivable, net                                                       33,439
   Inventory                                                                     203,054
   Prepaid expenses and other current assets                                     131,093
                                                                           -------------
      Total Current Assets                                                       367,586
                                                                           -------------

Equipment and furniture, net                                                         100
Deposits and other assets                                                          8,147
Distribution rights                                                               90,400
                                                                           -------------
      TOTAL ASSETS                                                         $     466,233
                                                                           =============

                          LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Bank line of credit                                                     $      23,500
   Current portion of accounts payable                                           335,040
   Accrued expenses                                                              204,526
   Accrued compensation                                                          301,449
   Rescinded series B offering payable                                            18,920
                                                                           -------------
      TOTAL CURRENT LIABILITIES                                                  883,435

Other Liabilities:
  Accounts payable, net of current portion                                       212,429
  Senior notes payable - related parties, net of unamortized discount of
   $19,743 at September 30, 2007                                                 480,257
  Accrued interest - senior notes payable - related parties                      199,160
  Stockholder loans - subordinated covertable promissory notes                   150,000
  Accrued interest stockholder loans                                              30,770
  Other notes payable, net of unamortized discount of $5,950 at
   September 30, 2007                                                            114,050
  Accrued Interest - other notes payable                                          33,117
                                                                           -------------
      TOTAL OTHER LIABILITIES                                                  1,219,783
                                                                           -------------

TOTAL LIABILITIES                                                              2,103,218

Commitments and Contingencies

Stockholders' Deficit:
   Common Stock, 120,000,000 shares authorized, $.00001 par value,
    14,640,782 shares issued and outstanding at September 30, 2007                   146
   Additional paid-in capital                                                 21,597,364
   Accumulated deficit                                                       (23,234,495)
                                                                           -------------

Total Stockholders' Deficit                                                   (1,636,985)

                                                                           -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                $     466,233
                                                                           =============
</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 SEPT 30,    NINE MONTHS ENDED SEPT 30,
                                                ---------------------------   ---------------------------
                                                    2006           2007           2006           2007
                                                ------------   ------------   ------------   ------------
<S>                                             <C>            <C>            <C>            <C>
Gross sales                                     $    366,804   $    248,818   $    964,956   $    924,121
Less: discounts, allowances and
       promotional payments                          110,141         68,782        226,700        271,017
                                                ------------   ------------   ------------   ------------
Net sales                                            256,663        180,036        738,256        653,104

Cost of sales                                        204,110        108,539        513,310        502,076
                                                ------------   ------------   ------------   ------------
Gross profit                                          52,553         71,497        224,946        151,028

Selling, general and administrative
  expenses                                           605,782        299,235      1,609,854      1,309,026
                                                ------------   ------------   ------------   ------------
Loss from operations                                (553,229)      (227,738)    (1,384,908)    (1,157,998)

Other Income (Expense):
    Interest expense                                 (19,326)       (24,374)       (92,864)       (65,998)
    Interest income                                      (45)             0              0              0
    Gain on forgiveness of Accounts
     Payable                                           7,000              0         15,803         13,521
                                                ------------   ------------   ------------   ------------
        Total other income (expense) - net           (12,371)       (24,374)       (77,061)       (52,477)
                                                ------------   ------------   ------------   ------------
Net loss before income tax benefit                  (565,600)      (252,112)    (1,461,969)    (1,210,475)

Income tax (expense) benefit                               0              0           (200)             -
                                                ------------   ------------   ------------   ------------
Net loss                                        $   (565,600)  $   (252,112)  $ (1,462,169)  $ (1,210,475)
                                                ============   ============   ============   ============

Basic and diluted loss per share                $      (0.05)  $      (0.02)  $      (0.18)  $      (0.09)
                                                ============   ============   ============   ============

Weighted average number of common
 shares outstanding - basic and
 diluted                                          10,584,946     14,604,382      8,282,828     13,893,019
</TABLE>

The notes to financial statements are an integral part of these statements.

                                        4
<PAGE>

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

<TABLE>
<CAPTION>
                                                   Common Stock             Additional                          Total
                                          -----------------------------      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       2,506,000              25         683,795                0          683,820
Costs related to sales of stock                       0               0         (57,025)               0          (57,025)
Stock issued for accrued compensation           172,915               2          46,581                0           46,583
Stock issued for services                       339,000               3          76,097                0           76,100
Employee stock based compensation                                               358,244                           358,244
Net Loss                                              0               0               0       (1,210,475)      (1,210,475)
                                          -------------   -------------   -------------    -------------    -------------
Balance at September 30, 2007                14,640,782   $         146   $  21,597,364    $ (23,234,495)   $  (1,636,985)
                                          =============   =============   =============    =============    =============
</TABLE>

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

                                        5
<PAGE>

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

                                                       2006            2007
                                                   ------------    ------------
Cash Flow From Operating Activities:
  Net loss                                         $ (1,462,169)   $ (1,210,475)
  Adjustment to reconcile net loss to net cash
   used in operating activities:
  Depreciation                                              678             498
  Amortization of debt discount on notes payable         14,029          19,474
  Stock issued for services                             204,917          73,800
  Employee stock based compensation                     306,109         358,244
  Stock issued for compensation
  Gain on forgiveness of accounts payable               (15,803)
  Provision for sales returns                           226,700         202,235

Changes in Operating Assets and Liabilities:
  Accounts receivable                                  (266,786)       (179,847)
  Inventory                                               1,467         (36,125)
  Prepaid expenses and other current assets              16,263          59,960
  Accounts payable                                      (60,651)       (193,693)

  Accrued expenses                                     (170,371)        108,429
  Accrued compensation                                  303,330          12,008
  Accrued interest                                       62,010          46,200

                                                   ------------    ------------
       Net Cash Used in Operating Activities           (840,277)       (739,292)
                                                   ------------    ------------

Cash Flow From Financing Activities:
  Payment of notes payable                               (6,000)
  Related party advance                                  30,000
  Bank borrowings                                        51,200
  Net proceeds from issuance of common stock            503,875         683,820
                                                   ------------    ------------
     Net Cash Provided by Financing Activities          579,075         683,820
                                                   ------------    ------------


(Decrease) Increase in Cash and Cash Equivalents       (261,202)        (55,472)
Cash and Cash Equivalents at Beginning of Year          270,468          55,472
                                                   ------------    ------------
Cash and Cash Equivalents at End of Year           $      9,266    $          0
                                                   ------------    ------------

The notes to financial statements are an integral part of these statements.

                                        6
<PAGE>

                                   NUVIM, INC.

                          NOTES TO FINANCIAL STATEMENTS

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 $252,112  and $565,600 for the
three months ended  September 30, 2007 and 2006,  and  $1,210,475 and $1,462,969
for the nine months ended September 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  approx  $24,000  is
outstanding at Sept. 30, 2007. 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 September 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
September 30, 2007 and as of the result of its  consolidated  operations and its
consolidated cash flows for the periods ended September 30, 2006 and 2007.

The  Unaudited  Consolidated  Statements  of  Operations  for the three and nine
months  ended  September  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
December 31, 2006 and September  30, 2007,  the Company had warrants to purchase
7,022,514  shares of  common  stock  and  employee  stock  options  to  purchase
3,646,147  shares of common  stock  outstanding  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 one  customer  approximated  59% of sales  for the three  months  ended
September 30, 2006 and 2007. Sales to two customers accounted for 45% and 11% of
sales for the nine  months  ended  September  30,  2006.  Sales to one  customer
accounted  for 52% of sales during the nine months ended  September  30, 2007. 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 September 30, 2006  approximated  51%
and 21%,  and at  September  30,  2007  approximated  45% and 26%,  of  accounts
receivable, respectively.

One outside vendor  manufactured all of the Company's finished goods. During the
three  months  ended  September  30,  2006  and  2007,  manufacturing  costs  of
approximately  $68,000 and $42,000 were incurred at this vendor. During the nine
months ended September 30, 2006 and 2007,  manufacturing  costs of approximately
$153,000 and $177,000 were incurred at this vendor.

                                        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
approximately  $14,000 and $358,000 in expense  related to stock options for the
three and nine months ended September 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, 20007 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  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.

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  $9,000 for its expenses
without accounting for it.

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  issued  a total  of  972,667  shares  to  unrelated
accredited  investors for gross proceeds of  approximately  $292,000 or $.30 per
share.  Commissions  and fees of  approximately  $25,000 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).

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,

                                       13
<PAGE>

this sale was exempt from registration under the Securities Act as not involving
a public distribution under section 4(2) and 4(6).

On 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 $18,720. 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).

During  September  2007 the  Company  issued  36,000  shares of common  stock to
accredited  investors for services.  The stock had a fair value of approximately
$5,980.  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.

NOTE 4 - INCOME TAXES

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

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

                              Nine Months Ended
                                 September 30,
                              -----------------
                                2006     2007
                              -------- --------
Interest paid                 $  1,625 $      -
Taxes paid                           -        -

                                       14
<PAGE>

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.

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

In August,  2007,  the Company  entered into a lease  agreement for office space
with a term of 3 1/2 years and monthly rent expense of approximately  $3,100 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  September 30, 2006 and 2007,  and
$21,000  and  $36,000 for the nine  months  ended  September  30, 2006 and 2007,
respectively.

                                       15
<PAGE>

NOTE 8 - SUBSEQUENT EVENTS

None

                                       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 chilled and shelf  stable  ready-to-drink  beverages  and powder
mixes. 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

                                       17
<PAGE>

performance,   enhances   cardiovascular   health,   and  promotes  well  being.
NutraFlora(R),  a prebiotic  fiber is uniquely  capable of  promoting  health by
supporting the growth of beneficial  (probiotic)  bacteria which in turn provide
health  benefits  such as an enhanced  immune  system and  improved  calcium and
mineral absorption for better bone health.  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.

         During the third quarter, we began production of a shelf stable version
of our beverages in the same flavors as the chilled versions.  Offered in single
serve 12 ounce  bottles,  distribution  is targeted  to  convenience  stores,  K
through 12 school systems,  colleges, and hospitals.  NuVim(R)'s breakthrough is
the  result  of  three  years  work to  develop  a shelf  stable  product  which
duplicates the great taste of the refrigerated  products and brings the consumer
the same wonderful health benefits.

         As the  products  are  introduced  to the schools and  hospitals  it is
expected that they will be met with high acceptance as a contribution to curbing
obesity and diabetes, conditions that have reached epidemic proportions.

         The US has over 5,500  hospitals  with 5 million  employees and 700,000
physicians as well as 41 million  students ages 5 through 14 and over 35 million
students  in high  schools  and  colleges.  These  institutions  are the initial
targets on which NuVim(R) will focus its network of commissioned sales brokers.

         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   NuVim(R)'s  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  2,000  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 September 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

                                       18
<PAGE>

developing  and  supporting  distribution  opportunities  that we  believe  will
provide the greatest profitable sales expansion  potential.  We continue to sell
to high potential retailers like Wal-Mart,  and, regional supermarket chains. We
conducted a test in the Detroit area with Kroger  stores with the goal of either
expanding the test or developing a co-branding  strategy with Kroger.  That test
has been  stopped at least  through  2007.  We will find  other  avenues of high
volume and profitable  business like the military  commissaries,  military troop
feeding,  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 conducted a test program selling the
powder in GNC stores in the Tampa Bay area. Results showed poor execution by the
GNC retailer both the company owned and franchise  stores and therefore the test
was discontinued.

         We have 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 which began in January 2006 and will continue through
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  educational  video  for the  product  and  will  air  these  commercials
throughout 2007 through  Platinum  Television  Group  headquartered in Deerfield
Beach Florida.  The  commercials  run every week in selected  markets on tightly
targeted television programs. Platinum Television airs these commercials as part
our 2005 stock deal and our on going relationship with them.

         During 2007 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 eight areas:

     o   Increase the sales per store in existing Wal-Mart supercenters.
     o   Increase  the number of  Wal-Mart  distribution  centers  stocking  the
         NuVim(R) 64 ounce size.
     o   Increase the business  with the current  profitable  supermarket  chain
         store groups.
     o   Gain at least a test distribution to the military commissaries with the
         goal  of  getting  distribution  of the 64  ounce  product  in all  168
         commissaries.
     o   Work with the Department of Defense to develop troop feeding.
     o   Introduce our new shelf stable 12 ounce beverages in three varieties to
         the K through 12 school systems, colleges and universities,  hospitals,
         health clubs, and convenience stores.

                                       19
<PAGE>

     o   Increase  sales of the  powder  mixes  through  the  Company  web-site,
         supplement retail chains and home shopping networks.
     o   Accesses to the food service  markets  with the shelf  stable  products
         through   beer   distributors   and   the   independent   non-alcoholic
         distributors.

         We continue to talk with other private beverage  companies that provide
synergy for a possible merger  opportunity.  We have reviewed several  potential
candidates in 2007.

         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
We are now in distribution in approximately  300 Wal-Mart  supercenters in North
Carolina,  South Carolina,  Florida,  Alabama, Georgia and a couple of stores in
Mississippi

SALES RESULTS

         The table set forth below  discloses  selected data regarding sales for
the quarter and the nine months ended  September 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         NINE MONTHS ENDED
                        SEPTEMBER 30,             SEPTEMBER 30,
                   -----------------------   -----------------------
                      2006         2007         2006         2007
                   ----------   ----------   ----------   ----------
Gross Cases Sold       20,248       12,857       52,790       48,878
Gross Sales        $  366,804   $  248,818   $  964.596   $  924,121
Net Sales          $  256,663   $  180,036   $  738,256   $  653,104

                                       20
<PAGE>

Case shipments of our refrigerated  product  decreased by 3,912 and 7,391 or 6 %
and 37%, respectively,  during the first three quarters and the third quarter of
2007 compared with the same periods in the prior year.  The reasons for the nine
month and three month  declines  were the  elimination  of accounts that did not
offer the possibility of future profits and less promotional spending.  However,
despite the reduced  spending in the first nine  months,  we are having  success
with those accounts that we want to continue to nurture. For example, nine month
case  sales at  Wal-Mart  increased  10%,  Giant Food  markets  in  Pennsylvania
increased 37%, and Giant Eagle  supermarkets in Western  Pennsylvania  increased
19%.

RESULTS OF OPERATIONS

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

         Gross Sales. For the three months ended September 30, 2007, gross sales
were  $248,818,  a decrease of $117,986 or 32% over gross sales of $366,804  for
the three  months  ended  September  30,  2006.  The  decrease in gross sales is
primarily  attributable NuVim's decision to close marginal accounts offset by an
increase in Wal-Mart  sales and  selected  other  accounts as stated above and a
decrease promotional discounts.

         Discounts,  Allowances and Promotional  Payments.  For the three months
ended September 30, 2007,  promotional  allowances and discounts were $68,782, a
decrease of $41,359 from the  promotional  allowances  and discounts of $110,141
for the three  months  ended  September  30,  2006.  This  decrease is primarily
attributable  to lower returns of product after  expiration  date and less price
based promotion.

         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.  As the product  matures and a higher
percentage  of users of our  product  are repeat  purchasers,  we expect  coupon
expense,  relative to gross sales,  to decline  although we will continue to use
these marketing programs when needed. Product returned after its expiration date
increased  primarily  due to the  lower  sales  volume  discussed  above.  Total
Discounts,  Allowances and  Promotional  payments as a percentage of gross sales
decreased from 30% for the three months ended  September 30, 2006 to 26% for the
three months ended September 30, 2007.

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                             -----------------------    INCREASE
                                                                2007         2006      (DECREASE)    PERCENTAGE
                                                             ----------   ----------   ----------    ----------
<S>                                                          <C>          <C>          <C>                <C>
Discounts for timely payment                                 $    1,562   $    3,629   $   (2,067)        (56.9)%
Product returned after its expiration date                       31,169       39,375       (8,206)        (20.8)%

Promotional price allowances, coupons and other incentives       32,051       67,137      (35,086)        (52.2)%
Slotting fees                                                     4,000          -0-        4,000              )%
                                                             ----------   ----------   ----------    ----------
Total Discounts, Allowances and Promotional Payments         $   68,782   $  110,141   $  (41,359)        (37.6)%
                                                             ==========   ==========   ==========    ==========
</TABLE>

                                       21
<PAGE>

         Net Sales. Net sales for the three months ended September 30, 2007 were
$180,036,  a decrease  of $76,627,  or 30% below net sales of  $256,663  for the
three months ended  September  30, 2006.  The decrease in net sales is primarily
attributable  to the  elimination  of  unprofitable  accounts and reduced  price
discounting.

         Cost of Sales.  For the three months ended  September 30, 2007, cost of
sales was  $108,539,  a  decrease  of  $95,571  or 47% from the cost of sales of
$204,110 for the three months ended September 30, 2006.  This reduction  exceeds
percentage  reduction in both Gross and Net Sales. Cost of sales as a percentage
of  gross  sales  decreased  due to the  continued  control  of  production  and
distribution costs.

         Gross  Profit.  Gross  profit was  $71,497 for the three  months  ended
September  30,  2007, a increase of $18,944 from the gross profit of $52,553 for
the three months ended September 30, 2006. Gross profit as a percentage of gross
sales was 28% for the three months ended  September 30, 2007 compared to 14% for
the three months ended September 30, 2006.  Gross Profit  increased  despite the
reduction in Net Sales.  The  increase in gross profit as a percentage  of gross
sales was primarily due to less promotional  spending,  improved  production and
distribution cost control.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses were $299,235 for the three months ended  September 30,
2007, a decrease of $306,547,  or 51% from selling,  general and  administrative
expenses of $605,782 for the three months ended  September 30, 2006. This is the
result of continued  economies in the  executive  suite and a difference  in the
timing of option grants, which imposes a large non-cash expense.

         Loss from  Operations.  Loss from operations was $227,738 for the three
months ended  September 30, 2007 compared to $553,229 for the three months ended
September 30, 2006.  The decrease is due to improved  Gross Profit and different
timing of non cash compensation expense related to stock options.

         Interest  Expense.  Interest  expense was $24,374 for the three  months
ended September 30, 2007; an increase of $5,048,  or 26%, from interest  expense
of $19,326 for the three months ended September 30, 2006.

         Net Loss.  Net loss was $252,112  for the three months ended  September
30, 2007 compared to $565,600 for the three months ended September 30, 2006. The
$313,448  decrease in net loss is due to  improved  Gross  Profit and  different
timing of non cash compensation expense related to stock options.

                                       22
<PAGE>

Results of operations  for the nine months ended  September 30, 2007 compared to
the nine months ended September 30, 2006

         Gross Sales.  For the nine months ended September 30, 2007, gross sales
were $924,121,  a decrease of $40,835,  or 4% lower than gross sales of $964,956
for the nine months ended  September 30, 2006. The decrease for the year to date
is primarily due to NuVim's  decision of close out marginal  accounts during the
third quarter  offset by an increase in gross sales for nine months is primarily
attributable the increases at Wal-Mart, Giant, and Giant Eagle.

         Discounts,  Allowances and  Promotional  Payments.  For the nine months
ended September 30, 2007, promotional allowances and discounts were $271,017, an
increase of $44,317 or 20%,  from the  promotional  allowances  and discounts of
$226,700  for the nine  months  ended  September  30,  2006.  This  increase  is
primarily attributable to increased promotional activities during the first half
of the year offset by reduced product returns.

         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.  As the product  matures and a higher
percentage  of users of our  product  are repeat  purchasers,  we expect  coupon
expense,  relative to gross sales, to decline.  Total Discounts,  Allowances and
Promotional  payments as a percentage of gross sales  increased from 23% for the
nine months ended  September 30, 2006 to 29% for the nine months ended September
30, 2007.

<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED
                                                                   SEPTEMBER 30,
                                                             -----------------------    INCREASE
                                                                2007         2006      (DECREASE)    PERCENTAGE
                                                             ----------   ----------   ----------    ----------
<S>                                                          <C>          <C>          <C>                <C>
Discounts for timely payment                                 $    6,777   $    9,523   $   (2,746)         28.8%
Product returned after its expiration date                       90,655      104,486      (13,831)         13.2%
Promotional price allowances, coupons and other incentives      169,585      111,719       57,866          51.8%
Slotting fees                                                     4,000          972        3,328         342.4%
                                                             ----------   ----------   ----------    ----------
Total Discounts, Allowances and Promotional Payments         $  271,017   $  226,700   $   44,317          19.5%
                                                             ==========   ==========   ==========    ==========
</TABLE>

         Net Sales.  Net sales for the nine months ended September 30, 2007 were
$653,104, a decrease of $85,152, or 11% lower than net sales of $738,256 for the
nine months ended September 30, 2006. The decrease in net sales is a combination
of  the  elimination  of  marginal  accounts  and  an  increase  in  promotional
activities.

         Cost of Sales.  For the nine months ended  September 30, 2007,  cost of
sales was  $502,076,  a decrease of  $11,234,  or 2% lower than cost of sales of
$513,310  for the nine  months  ended

                                       23
<PAGE>

September 30, 2006. Cost of sales as a percentage of gross sales was 54% for the
nine months  ended  September  30, 2007,  compared  with 53% for the nine months
ended September 30, 2006.

         Gross  Profit.  Gross  profit was  $151,028  for the nine months  ended
September 30, 2007, a decrease of $73,918 from the $224,946 gross profit for the
nine months  ended  September  30, 2006.  Gross profit as a percentage  of gross
sales was 16% for the nine months ended September 30, 2007 compared to the gross
profit of  approximately  23% for the nine months ended  September 30, 2006. The
decrease in gross profit amount and as a percentage of gross sales was primarily
due to the higher price  discountsin  the first half offset by the lower cost of
goods.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses were $1,309,026 for the nine months ended September 30,
2007, a decrease of $300,828,  or 19% from selling,  general and  administrative
expenses of $1,609,854  for the nine months ended  September 30, 2006.  Selling,
general and administrative expenses for the nine months ended September 30, 2007
include non cash compensation expense of $460,321,  compared to $326,000 related
to stock options issued during the same period last year.  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. The decrease in selling, general and administrative expenses is due to
decreases in payroll and related  expenses,  elimination  of royalty,  insurance
premium and office related expenses.

         Loss from Operations.  Loss from operations was $1,157,998 for the nine
months ended September 30, 2007 compared to $1,384,908 for the nine months ended
September 30, 2006. The $226,910  decrease in loss from operations was primarily
attributable to the reduction in  administrative  expenses offset by the decline
in Gross Profit. On a nine month cash basis the net loss was $674,510 which does
not fully reflect changes made in the late second and third quarters.

         Interest  Expense.  Interest  expense  was  $65,998 for the nine months
ended September 30, 2007; a decrease of $26,866,  or 29%, from interest  expense
of $92,864  for the nine  months  ended  September  30,  2006.  The  decrease in
interest expense is primarily attributable to the retirement of indebtedness.

         Net Loss. Net loss was  $1,210,475 for the nine months ended  September
30, 2007  compared to $1,462,169  for the nine months ended  September 30, 2006.
The  $251,964  decrease in net loss was  primarily  attributable  to the factors
discussed above.

                                       24
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      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  September  30 2007,  NuVim has raised a net of $684,000 in new
working  capital  through  the sale of common  stock and has  obtained  services
valued at approximately $34,000 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  and will  receive  approximately
$175,000 in December of 2007.

         We will need to raise  additional  financing to, 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  nine  months  ended
September 30, 2007 was $762,792 compared to cash used in operating activities of
$840,277  during the same period in 2006. The decrease in cash used by operating
activities  during the first nine months of 2007 was primarily  attributable  to
lower loss before non cash compensation costs.

         Cash from financing activities represents net proceeds from the sale of
common stock of $683,820 and  $503,875 for the nine months ended  September  30,
2007 and 2006, respectively.

APPLICATION OF RECENT AND CRITICAL ACCOUNTING POLICIES AND PRONOUNCEMENTS

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,  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 will adopt SFAS No. 158 on December 31, 2006.
The  adoption of SFAS No. 158 is not  expected to have a material  effect on the
Company's  financial

                                       25
<PAGE>

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.  The adoption of FIN 48 is not expected to have a material  effect on
the Company's financial condition or results of operations.

         In February  2007,  the FASB issued FASB  Statement  No. 159, "The Fair
Value  Option for  Financial  Assets and  Financial  Liabilities  - Including an
Amendment  of FASB  Statement  No.  115" (SFAS  159).  This  Statement  provides
companies with an option to measure, at specified election dates, many financial
instruments  and  certain  other  items at fair  value  that  are not  currently
measured at fair value.  A company  that adopts SFAS 159 will report  unrealized
gains and  losses on items for which the fair value  option has been  elected in
earnings at each  subsequent  reporting  date.  This Statement also  establishes
presentation  and  disclosure  requirements  designed to facilitate  comparisons
between entities that choose different measurement  attributes for similar types
of assets  and  liabilities.  This  Statement  is  effective  for  fiscal  years
beginning  after November 15, 2007,  which for us is the first quarter of fiscal
2009.  We do not  believe  that the  adoption  of SFAS 159 will have a  material
impact on our results of operations or financial condition.

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.  For a
detailed  discussion on the application of these and other accounting  policies,
see Note 2 to our annual  financial  statements  for the year ended December 31,
2006.

         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

                                       26
<PAGE>

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.  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
outstanding.

         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.

                                       27
<PAGE>

         OFF-BALANCE SHEET TRANSACTIONS

         At  September  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.

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 nine months of 2007, NuVim raised a net total of about
$684,000 from European  Institutional and United States accredited investors and
obtained an additional $76,300 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  September  30,  2007.  Our

                                       28
<PAGE>

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.

         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  $820,000 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 $252,112 and $1,210,475 for
the three and nine months,  respectively,  ended  September  30, 2007.  We had a
working  capital  deficit of $515,849  at  September  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
$23,234,495  and a  stockholders'  deficit of  1,636,985 at the end of the third
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

                                       29
<PAGE>

and comply with the legal,  accounting  and  corporate  governance  requirements
imposed upon public  companies.  These  ongoing  financial  losses may adversely
affect our stock price.

OUR  CONTINUED  PROGRESS  DEPENDS OF  CONSUMER  ACCEPTANCE  OF THE  REFORMULATED
BEVERAGE

         In the third 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,  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.

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<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

                                       31
<PAGE>

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.  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.

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<PAGE>

         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.

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  September  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 three quarters 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

None during the third quarter

Common Stock Issued for Services

         In July, NuVim agreed with a  communications  expert to provide various
services for a total of 36,000 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

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

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.

                                       34
<PAGE>

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.

                                       35
<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: November 14, 2007      By: /s/ RICHARD P. KUNDRAT
                                   ---------------------------------------------
                                   Richard P. Kundrat
                                   Chief Executive Officer and
                                   Chairman of the Board
                                   (Principal Executive Officer)


  Date: November 14, 2007      By: /s/ RICHARD P. KUNDRAT
                                   ---------------------------------------------
                                   Richard P. Kundrat
                                   Chief Financial Officer
                                   (Principal Financial and  Accounting Officer)

                                       36