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

                                    FORM 10-Q

     (Mark One)

     /X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ECHANGE
         ACT OF 1934
                  For the quarterly period ended June 30, 2008
                                       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.
             (Exact name of registrant as specified 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 registrant  (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 a check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

<TABLE>
--------------------------------------------------------------------------
<S>                         <C>          <C>                           <C>
Large accelerated filer     / /          Accelerated filer             / /
--------------------------------------------------------------------------
Non-accelerated filer       / /          Smaller reporting company     /X/
--------------------------------------------------------------------------
</TABLE>

Indicate by check mark whether the registrant is a shell company (as defined  in
Rule 12b-2 of the Exchange Act). Yes / / No /X/

At August 1, 2008, 16,361,959 shares of the registrant's Common Stock, par value
$0.00001 per share, were outstanding.

                                        1
<PAGE>

                                   NUVIM, INC.

                          Quarterly Report on Form 10-Q

                      Quarterly Period Ended June 30, 2008

                                Table of Contents

<TABLE>
<S>                                                                                                <C>
Part I - Financial Information

Item 1. Financial Statements (Unaudited)
Balance Sheet - June 30, 2008 (Unaudited)                                                           3
Statements of Operations - For the three and six months ended June 30, 2008 and 2007 (Unaudited)    4
Statement of Changes in Stockholders' Deficit for the six months ended June 30, 2008 (Unaudited)    5
Statements of Cash Flows for the six months ended June 30, 2008 and 2007 (Unaudited)                6
Notes to Financial Statements (Unaudited)                                                           7
Item 2. Management's Discussion and Analysis or Plan of Operation                                  12
Item 3. Quantitative and Qualitative Disclosures about Market Risk                                 22
Item 4T. Controls and Procedures                                                                   22

PART II - Other Information
Item 1. Legal Proceedings                                                                          24
Item 1A. Risk Factors                                                                              24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                29
Item 3. Defaults upon Senior Securities                                                            29
Item 4. Submission of Matters to a Vote of Security Holders                                        29
Item 5. Other Information                                                                          30
Item 6. Exhibits                                                                                   30
Signatures                                                                                         31
</TABLE>

                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

                             NUVIM, INC.
                            BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                June 30            December 31,
                                                                              ---------------------------------
                                                                                 2008                    2007
                                                                              -----------            -----------
<S>                               <C>                                         <C>                    <C>
                                  ASSETS                                      (unaudited)

Current Assets:
   Cash and cash equivalents                                                           $0                $14,814
   Accounts receivable, net                                                        15,887                 17,594
   Inventory                                                                      176,394                205,456
   Prepaid expenses and other current assets                                       18,362                 28,620
                                                                              -----------            -----------
      Total Current Assets                                                        210,643                266,484
                                                                              -----------            -----------
Equipment and furniture, net                                                            -                     54
Deposits and other assets                                                           6,206                  6,206
Distribution rights                                                                90,400                 90,400
                                                                              -----------            -----------
      TOTAL ASSETS                                                               $307,249               $363,144
                                                                              ===========            ===========

                        LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Bank line of credit                                                            $49,263                $46,663
   Advance from Officer                                                            25,000                      -
   Current portion of accounts payable                                            247,131               $386,165
   Accrued expenses                                                               141,901                117,094
   Accrued compensation                                                           133,250                373,533
   Rescinded series B offering payable                                             18,920                 18,920
Other notes payable, net of unamortized discount of $3,400 at
   June 30, 2008 and $5,100 at December 31, 2007                                  136,600                114,900
Accrued Interest - other notes payable                                             40,317                 35,518
                                                                              -----------            -----------
      TOTAL CURRENT LIABILITIES                                                   792,382              1,092,793
                                                                              -----------            -----------

Other Liabilities:
  Accounts payable, net of current portion                                        206,430                206,429
  Deferred officers compensation                                                  352,283
  Senior notes payable - related parties, net of unamortized discount of
     $0 at June 30, 2008 and $11,619 at Decemer 31, 2007                          500,000                488,381
  Accrued interest - senior notes payable - related parties                       229,160                209,160
  Stockholder loans - subordinated covertable promissory notes                    150,000                150,000
  Accrued interest stockholder loans                                               39,770                 33,770
                                                                              -----------            -----------
      TOTAL OTHER LIABILITIES                                                   1,477,643              1,087,740
                                                                              -----------            -----------

TOTAL LIABILITIES                                                               2,270,025              2,180,533
                                                                              -----------            -----------
Commitments and Contingencies

Stockholders' Deficit:
   Common Stock, 120,000,000 shares authorized, $.00001 par value,
16,361,959 shares issued and outstanding at June 30, 2008 and 14,740,782
shares issued and outstanding at December 31, 2007                                    163                    147
   Additional paid-in capital                                                  22,030,624             21,655,862
   Accumulated deficit                                                        (23,993,563)           (23,473,398)
                                                                              -----------            -----------

Total Stockholders' Deficit                                                    (1,962,776)            (1,817,389)

                                                                              -----------            -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                      $307,249               $363,144
                                                                              ===========            ===========
</TABLE>

                                        3
<PAGE>

                             NUVIM, INC.
                       STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                              Three Months Ended June 30,          Six Months Ended June 30,
                                                           -------------------------------      -------------------------------
                                                              2008                 2007            2008                 2007
                                                           -----------         -----------      -----------         -----------
                                                           (unaudited)         (unaudited)      (unaudited)         (unaudited)
<S>                                                        <C>                 <C>              <C>                 <C>
Gross sales                                                   156,707             347,170          340,690             675,303
Less: discounts, allowances and promotional payments           49,492             114,924          108,483             202,235
                                                           -----------         -----------      -----------         -----------
Net sales                                                     107,215             232,246          232,207             473,068

Cost of sales                                                  86,925             224,592          191,454             393,537
                                                           -----------         -----------      -----------         -----------

Gross profit                                                   20,290               7,654           40,753              79,531

Selling, general and administrative
  expenses                                                    252,709             677,381          529,164           1,009,791
                                                           -----------         -----------      -----------         -----------
Loss from operations                                         (232,419)           (669,727)        (488,411)           (930,260)

Other Income (Expense):
   Interest expense                                           (20,805)            (20,974)         (51,635)            (41,624)
   Gain on settlement of accounts payable
                                                               19,881              13,521           19,881              13,521
                                                           -----------         -----------      -----------         -----------
        Total other income (expense) - net                       (924)             (7,453)         (31,754)            (28,103)
                                                           -----------         -----------      -----------         -----------

Net loss before income tax benefit                           (233,343)           (677,180)        (520,165)           (958,363)
                                                           -----------         -----------      -----------         -----------
Net loss                                                     (233,343)           (677,180)        (520,165)           (958,363)
                                                           ===========         ===========      ===========         ===========

Basic and diluted loss per share                                 (.01)               (.05)            (.03)               (.07)
                                                           ===========         ===========      ===========         ===========

Weighted average number of common shares
outstanding - basic and diluted                            16,189,130          14,532,782       15,523,633          13,517,338
                                                           ===========         ===========      ===========         ===========
</TABLE>

                                        4
<PAGE>

                             NUVIM, INC.
            STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                FOR THE SIX MONTHS ENDED June 30, 2008
                             (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, 2007                14,740,782      $147       $21,655,862       ($23,473,398)       ($1,817,389)
Stock sold to accredited investors, net        441,177         4            74,996                  -             75,000
Stock issued for services                      524,000         5            89,975                  -             89,980
Stock issued for accounts payable              656,000         7           131,193                  -            131,200
Employee stock based compensation                    -         -            78,598                  -             78,598
Net Loss                                             -         -                 -           (520,165)          (520,165)
                                            ----------    ------       -----------       -------------      -------------
Balance at June 30, 2008 (unaudited)        16,361,959      $163       $22,030,624       ($23,993,563)       ($1,962,776)
                                            ==========    ======       ===========       =============      =============
</TABLE>

                                        5
<PAGE>

                             NUVIM, INC.
                       STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                    Six Months Ended June 30,
                                                               --------------------------------
                                                                   2008                 2007
                                                               -----------          -----------
                                                               (unaudited)          (unaudited)
<S>                                                             <C>                  <C>
Cash Flow From Operating Activities:
  Net loss                                                      ($520,165)           ($958,363)
  Adjustment to reconcile net loss to net cash used in
operating activities:
  Depreciation                                                         54                  452
  Amortization of debt discount on notes payable                   13,319               10,500
  Stock issued for services                                        89,975               49,100
  Employee stock based compensation                                78,598              343,969
  Stock issued for compensation                                         -               46,583
  Gain on settlement of accounts payable                          (19,881)             (13,521)
  Provision for discounts, allowances and promotional
payments                                                          108,483              106,977

Changes in Operating Assets and Liabilities:
  Accounts receivable                                            (106,776)             (63,417)
  Inventory                                                        29,062              (19,092)
  Prepaid expenses and other assets                                10,258               83,661
  Accounts payable                                                 12,053             (201,261)
  Accounts payable and accrued expenses - related party                 -
  Accrued expenses                                                 24,807               26,980
  Accrued compensation                                            112,000              (30,780)
  Accrued interest                                                 30,799               30,800
                                                               -----------          -----------
       Net Cash Used in Operating Activities                     (137,414)            (587,412)
                                                               -----------          -----------

Cash Flow From Financing Activities:
  Related party advance                                            25,000                    -
  Other borrowing                                                  20,000
  Bank borrowings                                                   2,600                    -
  Net proceeds from issuance of common stock                       75,000              683,820
                                                               -----------          -----------
     Net Cash Provided by Financing Activities                    122,600              683,820
                                                               -----------          -----------

(Decrease) Increase in Cash and Cash Equivalents                  (14,814)              96,408
Cash and Cash Equivalents at Beginning of Period                   14,814               55,472
                                                               -----------          -----------
Cash and Cash Equivalents at End of Period                             $-             $151,880
                                                               -----------          -----------
</TABLE>

                                        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
joint  and  muscle health,  and  help the  body  absorb vitamins  and  minerals,
especially calcium. In  addition to the  four major health  benefits, Nu\Vim has
100% of the daily requirements of vitamins C, E, B12, and zinc as well as all  9
key  amino acids,  anti-oxidant vitamins,  with only  45 calories  per 8   ounce
serving.  NuVim has  no high  fructose corn  syrup, fat,   cholesterol, lactose,
caffeine, or artificial flavors or colors. The Company distributes its  products
through supermarkets, Wal-Mart supercenters, military commissaries, and hospital
cafeterias in approximately 12 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 $233,343  and $520,165 for the
three and  six months  ended March  31, 2008  and $677,180  and $958,363 for the
three and six months ended March 31, 2007, respectively. Management also expects
operating  losses to  continue in  2008. 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 borrowings and equity investments. During 2007,
the  Company  raised  net  proceeds  of  $683,000  through  the  sale  of equity
securities. During 2008, the company  has raised approximately $75,000 from  the
sale of its equity securities.

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.

C. BASIS OF PRESENTATION

                                        7
<PAGE>

The unaudited  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 financial
statements as of June 30, 2008  and 2007 reflect all adjustments (consisting  of
normal recurring accruals) which, in  the opinion of management, are  considered
necessary for a fair presentation of its financial position as of June 30,  2008
and as of the result of its operations and its cash flows for the periods  ended
June 30, 2008 and 2007.

The Unaudited Statements of Operations for  the three and six months ended  June
30, 2007 and 2008 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, 2007.

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, 2007  and June  30, 2008,  the Company  had warrants  to  purchase
7,013,800 and 6,999,398 shares of common stock, respectively, and employee stock
options to purchase 3,746,147 and  4,296,147 shares of common stock  outstanding
which are not included in the calculation.

B. Use of Estimates

The  preparation  of  the  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect  the reported  amounts of  assets and   liabilities and
disclosures of contingent  assets and liabilities  at the date  of the financial
statements  and  the  recorded  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.

                                        8
<PAGE>

C. Reclassifications

Certain reclassifications were  made to the  presentation of the  2008 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 $26,549 and $52,049 in  expenses related to stock options  for the
three and six months ended June 30, 2008. Such amount is included in General and
administrative expenses at June 30, 2008.

E. Recent Accounting Pronouncements

FASB 161 - Disclosures about Derivative Instruments and Hedging Activities
--------------------------------------------------------------------------

   In March  2008, the  FASB issued  FASB Statement  No. 161,  which amends  and
   expands the disclosure requirements of FASB Statement No. 133 with the intent
   to provide users of financial  statements with an enhanced understanding  of;
   how  and  why  an  entity uses  derivative  instruments,  how  the derivative
   instruments  and the  related hedged  items are  accounted for  and how   the
   related hedged items affect  an entity's financial position,  performance and
   cash flows. This Statement is  effective for financial statements for  fiscal
   years  and  interim periods  beginning  after November  15,  2008. Management
   believes this Statement  will have no  impact on the  financial statements of
   the Company once adopted.

NOTE 3 - STOCKHOLDERS' DEFICIT

A. Sales for Cash

In March 2008,  the Company issued  294,118 shares of  common stock and  147,059
warrants to purchase shares  of common stock at  $.25 each to an  individual for
$50,000 in cash.

                                        9
<PAGE>

In April  2008, the  Company issued  147,059 shares  of common  stock and 73,529
warrants to purchase shares  of common stock at  $.25 each to an  individual for
$25,000 in cash.

B. Stock Issued for Services

In February and March  2008, the Company issued  410,000 shares of common  stock
and 25,000  warrants to  purchase shares  of common  stock at  $.25 each.  These
shares and warrants were issued for services and were expensed at the then  fair
market value of  the shares issued  or the value  of the services  tendered. The
amount expensed at March 31, 2008 was $82,000.

In May 2008, the Company issued 114,000 shares of common stock for services with
a fair value of $7,980.

C. Stock Issued for Accounts Payable

In April 2008, the Company entered into an agreement to issue 656,000 shares  of
common  stock and  a $20,000  note payable  due on  January 15th,  2009 for  the
satisfaction of a $161,081 trade payable. The Company recorded a gain of $19,881
on  the transaction,  representing the  excess of  the amount  of the   accounts
payable retired over the fair value of the note and stock.

NOTE 4 - 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 $18,000 for the three and  six month periods ended June 30, 2008  and
$9000 and $12,000 for the three and six month periods ended June 30, 2007.

In March 2008, an  officer of the Company  loaned the Company $25,000.  The loan
bears no interest and is due on demand.

In  March  2008  an  officer  of  the  Company  deferred  $352,283  of   accrued
compensation, representing the  officer's unpaid 2006  and 2007 salary  and 2007
bonus. The  deferrals are  to be  paid no  earlier than  January 2011. The Board
approved a deferral agreement pursuant to which in January 2011 the officer  may
either demand payment in cash or accept shares of common stock computed at $0.20
per share, the closing price on the day the Board approved the deferral, in lieu
thereof.

The entertainer  Dick Clark  and Stanley  Moger hold  $500,000 of NuVim's Senior
Debt, due to mature in January 2009. They also held warrants to purchase a total
of 1,015,000 shares of NuVim common stock at prices ranging from $0.35 to $2.00.
In exchange for an extension of the payment of the principal and interest of the
Senior Debt to January 2011 and the cancelation of all of the existing warrants,
NuVim agreed to issue five year  warrants to purchase a total of  755,000 shares
of NuVim common

                                       10
<PAGE>

stock at $0.10. As a result of this extension, the payment of the principal  and
interest of  $150,000 of  Shareholders debt  has also  been extended  to January
2011.

NOTE 5 - SUBSEQUENT EVENTS

In July 2008, an  Officer and Director of the  Company lent the Company $20,000.
In  August  2008, a  Director  lent  the  Company  $20,000.  Both  loans  mature
March 31, 2009 and bear interest at the rate of 8% per annum, payable quarterly.
The Board  of Directors approved both transactions.

                                       11
<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-Q. 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-Q.  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  refrigerated and  shelf stable  ready-to-drink beverages  and powder  mixes.
NuVim utilizes the  prebiotic fiber 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

                                       12
<PAGE>

performance,   enhances  cardiovascular   health,  and   promotes  well   being.
NutraFlora(R),  a  prebiotic  fiber  is  uniquely  capable  of  promoting health
supported by clinical studies 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 of 2007, we ran a production test run of a shelf
stable version of our beverages in the same flavors as the chilled versions.  In
the first  quarter 2008  we commercially  produced these  products and  began to
offer them  for sale.  Sold in  single serve  12 ounce  bottles, distribution is
targeted primarily to, K through  12 school systems, colleges, and  hospital and
business  cafeterias.  Selected convenience  store  groups will  be  a secondary
target. 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,   colleges,  and
business/hospital cafeterias  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.  Because  the limited  number  of beverages
selections offered in these points of distribution the ability for NuVim to gain
consumer awareness and trial is much higher and at less marketing costs then  it
would be in outlets where the number of single serve beverages offered is  much,
much greater. For instance in a large convenience store the number of  beverages
offered could exceed 300 versus a school, college or hospital/business cafeteria
where the total number of beverages in the cooler would be only 10 or 12.

       The  US  has over  5,500  hospitals with  5  million employees  including
700,000 physicians. There are  41 million students in  K through 12 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
representatives.

       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  also develops and  airs news
segments that include NuVim(R)'s health benefits. The television program Eye  On
America hosted by Greg Gumbel featuring NuVim products and their health benefits
has aired nationally and regionally during the May and June.and will have repeat
airings in  the third  quarter. The  NuVim segment  on Eye  On America  includes
interviews from nationally known nutritional experts Ruth Carey and Coni Francis

                                       13
<PAGE>

       Each marketing program adds to building the brand and these  expenditures
are essential  to maintain  the distribution  and 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 over  1,000 Supermarkets in  the Eastern United  States. In late  2003 we
began  a  test  program  with  a single  Wal-Mart  supercenter.  We  are  now in
distribution in approximately 120 Wal-Mart supercenters in Florida.

       In the second quarter of  2008 we began distribution of  our refrigerated
beverage  in  US  Military  Base  Commissaries.  There  are  approximately   170
commissaries in the  United States, each  serving a US  Military Base. In  April
2008,  we  made our  first  shipments to  two  distribution centers  serving  36
commissaries. These  commissaries serve  as the  supermarket for  our active and
retired military  personnel and  their families,  now stock  all three  NuVim(R)
flavors  in  64 ounce  containers.  We have  and  will continue  to  support the
commissary business with on site  sampling and couponing. Initial sales  results
are positive and we are striving to gain distribution in a larger percentage  of
the commissaries by the end of the year.

       We  continue  to  sell  to high  potential  retailers  like  Wal-Mart and
regional supermarket chains and seek other avenues of high volume and profitable
business like the military  troop feeding, army hospitals,  Veteran's hospitals,
military Post Exchanges, schools, colleges and hospital/business groups. In  the
second half of the year we will begin programs to drive sales of both the powder
mixes and the shelf stable single serve 12 ounce through our web-site store.

       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 2008  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
of our  2005 stock  deal and  our on  going relationship  with them.  We have  a
commitment from PTG to air approximately 1,100 of these commercials during 2008.

       In  2008  we  have  had  very  limited  funds  to  support  any marketing
activities especially the essential  product sampling and advertising  programs,
which we believe are  critical to maintain and  increase sales of our  products.
Therefore, we used the small amount of funds available 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.  For  this  reason  sales  have  fallen  in  2008  as  we  adjust  our
distribution system in  the Northeast to  improve per case  profitability and we
have also reduced the  marketing area we are  serving for Wal-Mart. Despite  the
reductions  we  have  a  solid  footprint  in  the  military,  Wal-Mart, several
supermarket chains and now  have been able to  launch the single serve  12 ounce
products. We also expect that we  will enter the lemonade and tea  categories to
move the company from a strictly nutracuetical beverage company to one that also
is in the higher volume thirst quenching

                                       14
<PAGE>

categories of tea and lemonade. These new products will deliver the same  health
benefits of our refrigerated products with the exception of the whey protein.

       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/stores stocking the
       NuVim(R) 64 ounce size.

   o   Increase the business with the current profitable supermarket chain store
       groups.

   o   Expand from the military commissary base of 36 to all 170 commissaries in
       the United States and further expand commissary distribution to the US
       bases worldwide

   o   Begin a 2008 test with the Department of Defense for using NuVim in troop
       feeding, army hospitals, veterans hospitals and the post exchange stores.

   o   Introduce our new shelf stable 12 ounce beverages in three varieties to
       the K through 12 school systems, colleges and universities,
       hospital/business cafeterias, health clubs, and selected convenience
       stores.

   o   Sell the shelf stable 12 ounce from the NuVim web-site store at a
       delivered price of approximately $2.75 per bottle (currently selling at
       www.nuvim.com) o Increase sales of the powder mixes through the Company
       web-site, nutritional supplement retail chains and home shopping
       networks.

   o   Gain accesses to the food service markets with the shelf stable products
       through beer distributors and the independent non-alcoholic distributors.

   o   Open the export market with the 12 ounce shelf stable products.

       We continue to  talk with other  private beverage companies  that provide
synergy  for  a  possible  merger  opportunity.  We  reviewed  several potential
candidates in the first half of 2008.

       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  in
2008 in selected programs like Eye on America, The Health Forum, The Competitive
Edge and Today's Family.  The 30 second commercials  are aired monthly and  will
continue throughout  the year  1,100 times.  Eye on  America will  also run  a 5
minute segment featuring  NuVim(R). The segment  aired on CNN  Headline news and
Region News Networks beginning in the second quarter. Exclusive interviews  with
nutrition experts Ruth  Carey R.D. LD  and Coni Francis  Ph.D. will discuss  the
lifetime benefits of drinking NuVim.

Sales Results

       The table set forth below discloses selected data regarding sales for the
quarter  and the  six months  ended June  30, 2008  and 2007.  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

                                       15
<PAGE>

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

<TABLE>
<CAPTION>
                          Three Months Ended            Six Months Ended
                               June 30,                     June 30,
                      -------------------------    -------------------------
                          2008           2007          2008           2007
                          ----           ----          ----           ----
<S>                   <C>            <C>           <C>            <C>
Gross Cases Sold           8,312         19,037        18,247         36,643
Gross Sales           $  156,707     $  347,170    $  340,690     $  675,303
Net Sales             $  107,215     $  232,246    $  232,207     $  473,068
</TABLE>

Case shipments of our refrigerated product decreased by 10,725 and 18,396 or 57%
and 51%,  respectively, during  the second  quarter and  the first  half of 2008
compared with  the same  periods in  the prior  year. The  reasons for the three
month and six month declines were the elimination of accounts that did not offer
the possibility of future profits, a reduction in the number of Wal- Mart stroes
serviced and less promotional spending. The new military commissary business has
begun to show the  improvement in the trend  of declining sales. We  expect this
improvement  to  continue at  a  much increased  rate  in the  third  and fourth
quarter. The improvement is anticipated due to the sales at the new business  in
the military commissaries and also the  single serve 12 ounce and some  sales of
lemonade and tea products. We have experienced a substantial restructure of  our
business in the  first half of  this year to  prepare the company  for these new
future sales opportunities. A  bright note that in  the same store sales  on the
same varieties basis  in the Wal-Mart  Acradia distribution center  we increased
store sales by 16% and  through the stores through the  Winterhaven distribution
center same store sales per variety increased 10%.

Results of Operations

Results of operations for the three  months ended June 30, 2008 compared  to the
three months ended June 30, 2007

       Gross Sales. For the three months  ended June 30, 2008, gross sales  were
$156,707, a decrease  of $190,463 or  55% over gross  sales of $347,170  for the
three months  ended June  30, 2007.  The decrease  in gross  sales is  primarily
attributable NuVim's decision to close marginal accounts and the decrease in the
number of Wal-Mart stores  serviced offset somewhat in  this quarter by the  new
military commissary business.

       Discounts,  Allowances and  Promotional Payments.  For the  three months
ended  June  30,  2008,  promotional allowances  and  discounts  were  $49,492 a
decrease of  $65,437 or  57% from  the promotional  allowances and  discounts of
$114,924 for the three  months ended June 30,  2007. This decrease is  primarily
attributable to lower  returns of product  after expiration date  and less price
based promotion, as well as lower sales.

       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

                                       16
<PAGE>

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 33.1% for  the three months  ended June 30,  2007 to
31.6% for the three months ended June 30, 2008.

<TABLE>
<CAPTION>
                                                 Three Months Ended         Increase     Percentage
                                                      June 30,             (Decrease)
                                              -----------------------------------------------------
                                                  2008          2007
<S>                                           <C>           <C>           <C>              <C>
Discounts for timely payment                  $      518    $    2,719    $   (2,201)      (80.9%)
Product returned after its expiration date        18,192        29,675       (11,483)      (38.7%)
Promotional price allowances, coupons
and other incentives                              30,782        80,203       (49,421)      (61.6%)
Slotting fees                                          0         2,327        (2,327)        100%)
                                              ----------    ----------    -----------      -------
Total Discounts, Allowances and
Promotional Payments                          $   49,492    $  114,924    $  (65,432)      (56.9%)
                                              ----------    ----------    -----------      -------
</TABLE>

       Net  Sales. Net  sales for  the three  months ended  June 30,  2008  were
$107,215, a decrease  of $125,031, or  54% below net  sales of $232,246  for the
three  months  ended June  30,  2007. The  decrease  in net  sales  is primarily
attributable to the elimination of unprofitable accounts offset by reduced price
discounting.

       Cost of Sales. For  the three months ended  June 30, 2008, cost  of sales
was $86,925, a decrease  of $137,667 or 61%  from the cost of  sales of $224,592
for the  three months  ended June  30, 2007.  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 $20,290  for the three  months ended June
30, 2008, a increase  of $12,636 from the  gross profit of $7,654  for the three
months ended June 30, 2007. Gross profit  as a percentage of gross sales was  4%
for the three  months ended June  30, 2008 compared  to 2% for  the three months
ended June 30, 2007. Both  Gross Profit amount and percentage  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 $252,709 for the three months ended June 30,  2008,
a decrease of $424,672, or 63% from selling, general and administrative expenses
of $677,381  for the  three months  ended June  30, 2007.  This is the result of
continued economies in the executive suite.

       Loss from  Operations. Loss  from operations  was $232,419  for the three
months ended June 30, 2008 compared to $669,727 for the three months ended  June
30, 2007, also a reduction

                                       17
<PAGE>

of 63%. The decreased loss is due to improved Gross Profit, continuing operating
improvements, and reduced administrative expenses.

       Other Expense. Other Expense for the three months ended June 30, 2008 was
$924 consisting  of Interest  expense almost  $20,805 (almost  identical to  the
$20,974 recorded in the second quarter of 2007) almost entirely offset by  gains
on accounts  payable settlements.  The decrease  of $6,529  in Other  Expense is
almost entirely due to an increase of $6,360 in gains on settlement of  accounts
payable for 2008 compared with the three months ended June 30 in 2007.

       Net Loss. Net loss was $233,343 for the three months ended June 30,  2008
compared to  $677,180 for  the three  months ended  June 30,  2007. The $443,837
decrease in net loss is due to improved Gross Profit and the sharp reduction  of
Selling, General, and Administrative Expenses.

Results of operations for the six months ended June 30, 2008 compared to the six
months ended June 30, 2007

       Gross Sales. For  the six months  ended June 30,  2008, gross sales  were
$340,690, a decrease of $328,133, or 49% lower than gross sales of $675,303  for
the  six months  ended June  30, 2007.  The decrease  for the  year to  date is
primarily due to NuVim's decision  of close out marginal accounts  and reduction
of  the  number of  Wal-Marts  served during  the  second quarter  offset  by an
increase in gross sales for  six months primarily attributable the  increases at
Giant, and Giant Eagle. It is anticipated that the new commissary business

       Discounts, Allowances and Promotional Payments. For the six months  ended
June 30, 2008, promotional allowances and discounts were $108,483, a decrease of
$93,752 or 46%,  from the promotional  allowances and discounts  of $202,235 for
the six months ended June 30,  2007. This decrease is primarily attributable  to
decreased promotional activities during the first half of the year arising  from
reduced volume and fewer 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 30% for  the
six months ended June 30,  2007 to 32% for the  six months ended June 30,  2008,
reflecting the lower  volume of sales  and our increased  efforts to market  our
beverages in the markets in which we are concentrating.

                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                  Six months Ended          Increase     Percentage
                                                      June 30,             (Decrease)
                                              -----------------------------------------------------
                                                  2008          2007
<S>                                           <C>           <C>           <C>              <C>
Discounts for timely payment                  $    1,453    $    5,215    $   (3,762)      (72.1%)
Product returned after its expiration date        45,290        59,486       (14,196)      (23.9%)
Promotional price allowances, coupons
and other incentives                              61,740       133,533       (71,793)      (53.8%)
Slotting fees                                          0         4,000        (4,000)        100%
                                              ----------    ----------    -----------      -------
Total Discounts, Allowances and
Promotional Payments                          $  108,483    $  202,235    $  (93,752)      (46.4%)
                                              ----------    ----------    -----------      -------
</TABLE>

       Net  Sales.  Net  sales for  the  six  months ended  June  30,  2008 were
$232,246, a decrease of  $240,861, or 51% lower  than net sales of  $473,068 for
the six months ended June 30, 2007.  The decrease in net sales is a  combination
of  the  elimination  of   marginal  accounts  and  concentration   of  Wal-Mart
distribution centers offset by a decrease in promotional activities.

       Cost of Sales. For the six months ended June 30, 2008, cost of sales  was
$191,454, a decrease of  $202,083, or 51% lower  than cost of sales  of $393,537
for the six months ended June 30,  2007. Cost of sales as a percentage  of gross
sales was 56% for the six months ended June 30, 2008, compared with 58% for  the
six months ended June 30, 2007.

       Gross Profit. Gross profit was $40,753 for the six months ended June  30,
2008, a decrease  of $38,778 from  the $79,531 gross  profit for the  six months
ended June 30, 2007. Gross profit as a percentage of gross sales was 12% for the
six months ended June  30, 2008, the same  as the gross profit  of approximately
12% for the six months ended June 30, 2007.

       Selling,  General  and  Administrative  Expenses.  Selling,  general  and
administrative expenses were $529,164 for the six months ended June 30, 2008,  a
decrease of $480,627, or 48%  from selling, general and administrative  expenses
of $1,009,791  for the  six months  ended June  30, 2007.  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,   and
reductions in insurance premiums and office related expenses.

       Loss  from Operations.  Loss from  operations was  $488,411 for  the six
months ended June 30,  2008 compared to $930,260  for the six months  ended June
30,  2007.  The  $441,849  decrease  in  loss  from  operations  was   primarily
attributable to the reduction in  administrative expenses offset by the  decline
in Gross Profit.

       Other Expense. Other Expense for the  six months ended June 30, 2008  was
$31,754 consisting of Interest expense almost $51,635 (an approximately  $10,000
increase from the $41,624 recorded in the same period in 2007) partially  offset
by gains on  accounts payable settlements  (which increased from  $13,521 in the
first half of 2007 to 19,881 in 2008). The net increase in Other Expenses $3,651
for the first half of 2008 compared with the sane period in 2007.

       Net Loss. Net loss  was $520,165 for the  six months ended June  30, 2008
compared to $958,363 for the six months ended June 30, 2007. The $438,198 or 46%
decrease in net loss was primarily attributable to the factors discussed above.

                                       19
<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 June 30 2008,  NuVim has raised a  net of $75,000 in  new working
capital through the  sale of common  stock and has  obtained services valued  at
approximately $168,573 in  exchange for 524,000  shares of its  common stock. In
addition,  NuVim received  loans aggregating  $65,000 from  related parties.  In
addition, NuVim settled $164,000 of  charges for accounting services by  issuing
656,000 shares of 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
$175,000 was received  from this program  in December of  2007. We have  already
applied for the 2008 program  and anticipate receiving approximately $70,000  by
December of this year. As NuVim continues to cut its losses, the amount received
each year will decrease.

       We will need to raise  additional financing to pay down  our obligations,
fund operating losses  and to support  sales and marketing  programs to increase
sales of  our products.  If we  are not  able to  identify additional sources of
financing, we may not be able to continue operations beyond 2008.

       Net cash used in operating activities  for the six months ended June  30,
2008 was  $137,414 compared  to cash  used in  operating activities  of $587,412
during  the  same  period  in  2007. The  decrease  in  cash  used  by operating
activities during the first six months of $449,998 was primarily attributable to
reduced Net Losses arising primarily from lower administrative expense.

       $122,600 was provided by financing activities during the six months ended
June 30, 2008 compared with $683,820  provided during the six months ended  June
30, 2007. In 2007, we conducted a private placement of our common stock.

Application of Recent and Critical Accounting Policies and Pronouncements

Recent Accounting Pronouncements

FASB 161 - Disclosures about Derivative Instruments and Hedging Activities
--------------------------------------------------------------------------

       In March 2008, the FASB issued  FASB Statement No. 161, which amends  and
expands the disclosure requirements of FASB Statement No. 133 with the intent to
provide users of financial statements with an enhanced understanding of; how and
why an entity  uses derivative instruments,  how the derivative  instruments and
the related  hedged items  are accounted  for and  how the  related hedged items
affect an entity's financial position, performance

                                       20
<PAGE>

and cash flows. This Statement is effective for financial statements for  fiscal
years and interim periods beginning after November 15, 2008. Management believes
this Statement will have  no impact on the  financial statements of the  Company
once adopted.

       Management  does  not  believe  that any  recently  issued,  but  not yet
effective, accounting  standards, if  currently adopted,  would have  a material
effect on the accompanying financial statements.

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,
2007.

       Placement and Promotional Allowances and Credits for Product Returns

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

                                       21
<PAGE>

       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.

       Off-Balance Sheet Transactions

       At June 30, 2008, 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

       NuVim's business does not subject it to these types of risks.

Item 4T. Controls and Procedures.

       (a)     Evaluation of Disclosure Controls and Procedures

       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

                                       22
<PAGE>

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,  NuVim's  chief  executive  and  the  chief  financial  officer have
concluded that, as of June 30, 2008 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.

       (b)     Management's Report on Internal Control over  Financial Reporting

       Our management is responsible  for establishing and maintaining  adequate
internal control over  financial reporting (as  defined in Rule  13a-15(f) under
the Exchange  Act). Our  management assessed  the effectiveness  of our internal
control  over  financial reporting  as  of December  31,  2007. In  making  this
assessment,  our management  used the  criteria set  forth by  the Committee  of
Sponsoring  Organizations  of  the  Treadway  Commission  in  Internal   Control
-Integrated Framework. Our management has  concluded that, as of June  30, 2008,
our  internal  control over  financial  reporting is  effective  based on  these
criteria.  This annual  report does  not include  an attestation  report of  our
registered  public accounting  firm regarding  internal control  over  financial
reporting. Management's report was not subject to attestation by our  registered
public accounting firm pursuant to temporary rules of the SEC that permit us  to
provide only management's report in this annual report.

       (c)     Changes in Internal Control over Financial Reporting

No change effecting NuVim's internal controls occurred during the fourth quarter
has  materially affected,  or is  reasonably likely  to materially  affect,  our
internal control over financial reporting.

                                       23
<PAGE>

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Rick Factors

       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 2008, NuVim  raised a net  total of about  $75,000 from accredited
investors and obtained an additional $168,573 of services in exchange for common
stock.

       We  will  still  continue  to  need  additional  funds  to  continue  our
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 our
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.

                                       24
<PAGE>

       In  their  report  in  connection  with  our  2007  and  2006   financial
statements, both 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, 2006 and  2007, there is  substantial doubt about  our
ability to continue as a going concern. The extension of all $700,000 of debt to
a payable date of January 15,  2011 does alleviate the immediate debt  concerns.
Our  continued  existence  will  depend  in  large  part  upon  our  ability  to
successfully secure additional financing to fund future operations. Our  initial
public offering was not sufficient  to completely alleviate these concerns;  the
proceeds have  been adequate  to fund  operations to  date, but  we will need to
raise additional funding to continue operations.  If we are not able to  achieve
positive cash flow from operations or to secure additional financing as  needed,
we will continue to experience the risk that we will not be able to continue  as
a going concern.

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  $1,449,378 for  the year  ended December  31, 2007 and
$520,165  for the  six months  ended June  30, 2008.  We had  a working  capital
deficit  of  $581,739  at  June  30, 2008  and  have  negative  cash  flows from
operations. As a result of ongoing operating losses, we also had an  accumulated
deficit of  $23,993,563 and  a stockholders'  deficit of  $1,962,776 at the same
date. We expect to incur losses until at least through 2008 and may never become
profitable. We also expect that our expenses will not increase substantially for
the foreseeable  future as  we seek  to expand  our product  line and  sales and
distribution network, implement internal  systems and infrastructure and  comply
with the legal,  accounting and corporate  governance requirements imposed  upon
public companies.

Our  Continued  Progress  Depends Of  Consumer  Acceptance  of the  Reformulated
Beverage

       In the first  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

                                       25
<PAGE>

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 though military commissaries and such supermarket chains as ShopRite,
Pathmark, A&P, Gristedes, Food Emporium, Key Foods, Associated Foods,  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.
It is unlikely that  we will achieve profitability  in 2008, but possibly  could
achieve profitability on a monthly basis toward the end of next year.

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.

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

                                       26
<PAGE>

decline could cause us to cease operations. The addition of our new shelf stable
products  offers  us  a  broader base  of  outlets  to  distribute our  products
decreasing our total dependence on the refrigerated distribution network.

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 We  are in  negotiation with  several companies  to
manufacture the shelf stable products. 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,
we risk having  to pay significantly  greater transportation costs  to transport
our products to  warehouses in other  regions of the  United States. Any  new co
-packing arrangement raises the additional risk of higher marginal costs than we
currently enjoy since we would be  required to negotiate new terms with  any new
co-packer. We may not be able to pass along these higher costs to our customers.
If we are  unable to pass  along the higher  production costs imposed  by new co
-packers to our customers, we either  will suffer lower gross margins and  lower
profitability, once achieved, or we may  be unable to expand our business  as we
have planned, which could disappoint our stockholders.

Our Business Contains Risks Due To The Perishable Nature Of Our Product.

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

Government Regulation May Adversely Affect Our Business.

       Our business is subject to government regulation, principally the  United
States Food and Drug Administration (the "FDA"), which regulates the processing,
formulation, packaging, labeling and advertising  of dietary products, and to  a
lesser extent, state governments,  where state attorneys general  have authority
to enforce their state consumer protection acts. Specifically, we are subject to
the Dietary Supplement and Health Education Act ("DSHEA"). Under DSHEA,  dietary
supplements  are  permitted to  make  "statements of  nutritional  support" with
notice to the FDA, but without FDA pre-approval. The FDA does not

                                       27
<PAGE>

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

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

Our Business May Be Subject To Product Liability Claims Relating To Consumer Use
Of Our Products.

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

       Despite  the  insurance  coverage  that we  plan  on  maintaining,  it is
possible that we may be sued if one or more consumers believe our products  have
caused them harm. While  no such claims have  been made to date,  the results of
any such suit could  result in significant financial  damages to us, as  well as
serious damage to the reputation and public perception of our

                                       28
<PAGE>

company, even if we are ultimately found not to be at fault.

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

Sales for Cash

       In April 2008, NuVim  sold 147,059 shares of  common stock for $0.17  per
shares and issued five year warrants  to purchase 73,530 shares of common  stock
at $0.25 per share to Doug Scott, one of its Directors. 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).  The proceeds  were used for working
capital.

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

Common Stock Issued for Services

       In early April, NuVim issued 656,000 shares of common stock and a $20,000
promissory  note to  settle outstanding  invoices for  accounting services.  The
accounting firm  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).

       In June  2008, NuVim  issued 100,000  Mark Alan  Siegel for his services.
These services were valued at $7,000. Mr. Siegel serves as NuVim's Secretary and
General Counsel. He has agreed not to sell his shares before 2009. In  addition,
he agreed in writing  to Securities Act 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 June, NuVim  issued a total of  14,000 shares of common  stock to
employees of its military broker as  a bonus for their efforts in  getting NuVim
refrigerated beverages into military commissaries. The aggregate value of  these
shares is approximately $1,000. Restrictions on resale have been placed with the
NuVim's  transfer agent  and a  legend has  been printed   on each  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.

                                       29
<PAGE>

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:

<TABLE>
<CAPTION>
Exhibit No.      Description
<S>              <C>
31.1             Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
                 Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2             Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
                 Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1             Certification of the Chief Executive pursuant to 18 U.S.C. Section 1350, as
                 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2             Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
                 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

                                       30
<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: August 19 , 2008       By: /s/ RICHARD P. KUNDRAT
                                    Richard P. Kundrat
                                    Chief Executive Officer
                                    and Chairman of the Board
                                    (Principal Executive Officer)

   Date: August 19 , 2008       By: /s/ RICHARD P. KUNDRAT
                                    Richard P. Kundrat, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       31