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

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

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended March 31, 2006

                                       or

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) of the SECURITIES
        EXCHANGE ACT OF 1934

            For the Transition Period from             to

                          Commission File No. 000-50508

                                 NUVIM(R), INC.
                 (Name of Small Business Issuer in Its Charter)

               DELAWARE                                13-4083851
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                Identification No.)

       12 North State Route 17
             Paramus, NJ                                 07652
(Address of principal executive offices)               (Zip Code)

                                 (201) 556-1010
                           (Issuers Telephone Number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

At May 9, 2006,  5,572,845  shares of the  registrant's  Common Stock, par value
$0.00001 per share, were outstanding.

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

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

<PAGE>

                                   NUVIM, INC.

                         QUARTERLY REPORT ON FORM 10-QSB

                      QUARTERLY PERIOD ENDED MARCH 31, 2006

                                TABLE OF CONTENTS

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

Item 1. Financial Statements (Unaudited)
Balance Sheet - December 31,  2005 and March 31, 2006 (Unaudited)                                                3
Statements of Operations - For the three months ended March 31, 2006 and 2005 (Unaudited)                        4
Statement of Changes in Stockholders' Deficit for the three months ended March 31, 2006 and 2005 (Unaudited)     5
Statements of Cash Flows for the three months ended March 31, 2006 and 2005 (Unaudited)                          6
Notes to Financial Statements (Unaudited)                                                                        7
Item 2. Management's Discussion and Analysis or Plan of Operation                                               14
Item 3. Controls and Procedures                                                                                 28

PART II - OTHER INFORMATION
Item 1. Legal Proceedings                                                                                       29
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                                                                                       29
Item 6. Exhibits and Reports on Form 8-K                                                                        29
Signatures                                                                                                      30
</TABLE>

                                        2
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                   NUVIM, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              MARCH 31, 2006    DECEMBER 31, 2005
                                                                              --------------    -----------------
                                                                               (Unaudited)
<S>                                                                           <C>               <C>
                                  ASSETS
Current Assets:
  Cash and cash equivalents                                                   $        1,551    $         270,468
  Accounts receivable, net                                                            19,739               35,399
  Inventory                                                                          185,685              172,714
  Prepaid expenses and other current assets                                          233,984              328,915
                                                                              --------------    -----------------
    Total Current Assets                                                             440,959              807,496
Equipment and furniture, net                                                           1,276                1,502
Deposits and other assets                                                              8,547                8,547
                                                                              --------------    -----------------
    TOTAL ASSETS                                                              $      450,782    $         817,545
                                                                              ==============    =================

                    LIABILITIES AND STOCKHOLDERS'DEFICIT
Current Liabilities:
  Senior secured notes payable - related parties                              $      500,000    $         500,000
  Accrued interest - senior notes payable - related party                            134,160              119,160
  Secured convertible promissory notes, net of unamortized discount                   60,582               52,971
  Stockholder loans - subordinated convertible promissory notes                      225,000              225,000
  Accrued interest stockholder loans                                                  33,191               28,691
  Accounts payable                                                                   978,353              881,345
  Accounts payable and accrued expenses to related parties                           102,054              231,328
  Accrued expenses                                                                   178,098              269,968
  Accrued compensation                                                               577,182              420,100
  Rescinded series B offering payable                                                 18,920               18,920
  Other note payable, includes accrued interest of $2,542 and $14,467                150,792              147,467
                                                                              --------------    -----------------
    Total Current Liabilities                                                      2,958,332            2,894,950
                                                                              --------------    -----------------
Commitments and Contingencies
Stockholders' Deficit:
  Preferred Stock - 65,000,000 shares authorized: -0- issued and
   Outstanding
  Common Stock, 120,000,000 shares authorized, $.00001 par value,
   issued and outstanding, 5,093,745 at March 31, 2006                                    52                   51
  Additional paid-in capital                                                      18,232,162           18,167,605
  Accumulated deficit                                                            (20,739,764)         (20,245,061)
                                                                              --------------    -----------------
    Total Stockholders' Deficit                                                   (2,507,550)          (2,077,405)
                                                                              --------------    -----------------
  TOTAL LIABILITIES AND STOCKHOLDERS'DEFICIT                                  $      450,782    $         817,545
                                                                              ==============    =================
</TABLE>

The Notes to Financial Statements are an integral part of these statements.

                                        3
<PAGE>

                                   NUVIM, INC.
                            STATEMENTS OF OPERATIONS
                       FOR THE THREE MONTHS ENDED MARCH 31
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    2005              2006
                                                               --------------    --------------
<S>                                                            <C>               <C>
Gross Sales                                                    $      375,719    $      271,073
Less: Discounts, Allowances and Promotional Payments                  166,843            94,852
                                                               --------------    --------------
Net Sales                                                             208,876           176,221
Cost of Sales                                                         207,835           121,231
                                                               --------------    --------------
Gross Profit                                                            1,041            54,990
Selling, General and Administrative Expenses                          536,691           512,673
                                                               --------------    --------------
Loss from Operations                                                 (535,650)         (457,683)
Other Income (Expense):
  Interest Expense                                                   (178,802)          (37,065)
  Interest Income                                                          --                45
  Gain on Forgiveness of Accounts Payable                                  --                --
                                                               --------------    --------------
    Total Other Income (Expense) - Net                               (178,802)          (37,020)
                                                               --------------    --------------
Net Loss Before Income Tax Benefit                                   (714,452)         (494,703)
Income Tax Benefit                                                         --                --
                                                               --------------    --------------
Net Loss                                                       $     (714,452)   $     (494,703)
                                                               ==============    ==============
Basic and Diluted Loss Per Share                               $        (1.73)   $         (.10)
                                                               ==============    ==============
Weighted Average Number of Common Shares Outstanding -
 Basic and Diluted                                                    414,073         5,054,278
                                                               ==============    ==============
</TABLE>

The Notes to Financial Statements are an integral part of these statements.

                                        4
<PAGE>

                                   NUVIM, INC.
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                 COMMON STOCK             ADDITIONAL                         TOTAL
                                           ---------------------------      PAID-IN      ACCUMULATED     STOCKHOLDERS'
                                              SHARES         AMOUNT         CAPITAL        DEFICIT          DEFICIT
                                           ------------   ------------   ------------   -------------    -------------
<S>                                           <C>         <C>            <C>            <C>              <C>
Balance at December 31, 2005                  5,034,995   $         51   $ 18,167,605   $ (20,245,061)   $  (2,077,405)
Shares issued for services                       58,750              1         33,557              --           33,558
Employee Share Based Compensation                    --             --         31,000              --           31,000
Net loss for the three months ended
 March 31, 2006                                      --             --             --        (494,703)        (494,703)
                                           ------------   ------------   ------------   -------------    -------------
Balance at March 31, 2006                     5,093,745   $         52   $ 18,232,162   $ (20,739,764)   $  (2,507,550)
                                           ============   ============   ============   =============    =============
</TABLE>

The Notes to Financial Statements are an integral part of this statements.

                                        5
<PAGE>

                                   NUVIM, INC.
                            STATEMENTS OF CASH FLOWS
                FOR THE THREE MONTHS ENDED MARCH 31 2005 and 2006
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              2005              2006
                                                                         --------------    --------------
<S>                                                                      <C>               <C>
Cash Flow From Operating Activities:
  Net Loss                                                               $     (714,452)   $     (494,703)
  Adjustment to reconcile net loss to net cash used in operating
   activities:
  Depreciation                                                                    4,688               226
  Amortization of debt discount on notes payable                                     --             7,611
  Stock issued for services                                                          --            33,558
  Employee share based compensation                                                  --            31,000
  Provision for sales returns and allowances                                    166,843            94,852

  Changes in Operating Assets and Liabilities:
  Accounts receivable                                                          (208,124)          (79,192)
  Inventory                                                                     (23,936)          (12,971)
  Prepaid expenses and other current assets                                      40,385            94,931
  Accounts payable                                                              216,312            97,008
  Accrued compensation                                                          156,085           157,082
  Accrued expenses                                                              137,282           (91,870)
  Accrued interest                                                              164,047            22,825
  Accounts payable to related parties                                           (33,700)         (129,274)
                                                                         --------------    --------------
    Net Cash Used in Operating Activities                                       (94,570)         (268,917)

Cash Flow From Investing Activities:
  Purchase of equipment and furniture                                              (442)              (--)
                                                                         --------------    --------------
    Net Cash Used in Investing Activities                                          (442)              (--)

Cash Flow From Financing Activities:
  Proceeds of Related Party Advances                                             31,000                --
  Deferred Offering Costs                                                      (213,637)               --
                                                                         --------------    --------------
    Net Cash Used In Financing Activities                                      (182,637)               --
                                                                         --------------    --------------

Decrease in Cash and Cash Equivalents                                          (277,649)         (268,917)
Cash and Cash Equivalents at Beginning of Period                                277,649           270,468
                                                                         --------------    --------------
Cash and Cash Equivalents at End of Period                               $           --    $        1,551
                                                                         ==============    ==============
</TABLE>

The Notes to Financial Statements are an integral part of these statements.

                                        6
<PAGE>

                                   NUVIM, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

NOTE 1 - BUSINESS AND BASIS OF PRESENTATION

A.      BUSINESS

NuVim, Inc. (The "Company") markets and distributes dietary supplement beverages
which enhance the immune system,  promote sturdy joints,  muscle flexibility and
muscle recovery.  The Company  distributes its products through  supermarkets in
approximately 13 states, predominantly on the East Coast. The Company's beverage
products  contain  certain  micronutrients  which  Stolle Milk  Biologies,  Inc.
("SMBI")  has  patented.  Spencer  Trask  Specialty  Group,  LLC  ("ST")  is the
controlling  stockholder of SMBI, SMBI and ST collectively  are  micronutrients,
which can be terminated by SMBI under certain conditions.

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 $494,703  and $714,452 for the
three months ended March 31, 2006 and 2005 respectively. Management also expects
operating  losses to continue in 2006 and 2007. The Company has negative working
capital  of  $2,517,373  and a Total  Stockholders  Deficit of  $2,507,550.  The
Company's  continued  existence is dependent upon its ability to secure adequate
financing to fund future operations and commence profitable operations. To date,
the Company has supported its activities through equity investments, the sale of
preferred common stock, notes payable and cash advances from related parties and
stockholders.  It is the Company's intention to raise additional capital through
additional  borrowings and sales of its equity  securities.  No assurance can be
given  that  these  funding  strategies  will be  successful  in  providing  the
necessary funding to finance 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
adjustment  relating to the recoverability and classification of recorded assets
or amounts and  classification of liabilities that might be necessary related to
this uncertainty.

                                        7
<PAGE>

C.      BASIS OF PRESENTATION

The  unaudited  consolidated  financial  statements  included  herein  have been
prepared by the Company  pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete  financial  statements.  The unaudited interim  consolidated
financial  statements  as of March 31,  2006 and 2005  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
March 31,  2006 and as of the  result  of its  consolidated  operations  and its
consolidated cash flows for the periods ended March 31, 2006 and 2005.

The Unaudited  Consolidated  Statements of Operations for the three months ended
March 31, 2006 and 2005 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, 2005.

NOTE 2 -CRITICAL ACCOUNTING POLICIES

A.      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 supercedes Opinion No.
25, "Accounting for Stock Issued to Employees." The revised 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  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  implementation of FAS No. 123R has the following effect on the statement of
operations for the three month period ending March 31, 2006:

        Net loss before stock option expense ...............     $   (464,000)
        Less Stock Option Expense ..........................          (31,000)
                                                                 ------------
        Net Loss as Reported ...............................     $   (495,000)
                                                                 ============

                                        8
<PAGE>

For the 2005 fiscal year, the Company accounted for its employee incentive stock
option plans using the intrinsic value method in accordance with the recognition
and  measurement  principles  of  Accounting  Principals  Board  Opinion No. 25,
"Accounting  for  Stock  Issued  to  Employees."  Had  the  Company   determined
compensation  expenses  based on the fair  value at the  grant  dates  for those
awards  consistent with the method of SFAS 123, the Company's net loss per share
would have increased to the following pro forma amounts:

<TABLE>
<CAPTION>
                                                                          THREE MONTHS
                                                                              ENDED
                                                                         MARCH 31, 2005
                                                                         --------------
<S>                                                                      <C>
Net income (loss) - as reported ..................................       $     (714,000)
Add: total stock based employee  compensation  expense  determined
     under fair value based methods ..............................               (5,000)
                                                                         --------------
Net income (loss) - pro forma ....................................       $     (719,000)
                                                                         ==============
Net income (loss) attributable to common stockholders per share:
     Basic and diluted net loss per share as reported ............       $        (1.73)
                                                                         ==============
     Pro forma and diluted basic loss per share ..................       $        (1.74)
                                                                         ==============
</TABLE>

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following assumptions:

                                                MARCH 31, 2005
                                                --------------
Risk free annual interest rate ............          4.30%
Expected volatility .......................           90%
Expected life .............................         7 years
Assumed dividends .........................          None

Effective  January 1, 2006,  the  Company  adopted FAS No.  123R  utilizing  the
modified  prospective  method.  FAS No. 123R requires the  recognition  of stock
based compensation expense in the financial statements.

Under the modified  prospective  method, the provisions of FAS No. 123R apply to
all awards  granted or modified  after the date of adoption.  In  addition,  the
unrecognized  expense  of  awards  not  yet  vested  at the  date  of  adoption,
determined under the original provisions of FAS 123, "Accounting for Stock Based
Compensation", shall be recognized in net earnings in the periods after the date
of adoption. Stock based compensation consists primarily of stock options. Stock
Options are granted to  employees  at exercise  prices  equal to the fair market
value on the dates of grant.  Stock options  generally vest over three years and
have a term of seven years. Compensation expense for stock options is recognized
over the period for each separate vesting portion of the stock option award.

The fair value for options  issued prior to January,  2006 was  estimated at the
date of grant using a Black-Scholes option-pricing model. The risk free rate was
derived from the U.S.  Treasury  yield curve in effect at the time of the grant.
The  volatility  factor was  determined  based on a comparison to companies with
similar  characteristics.  The Black-Scholes  option-pricing model was developed
for use in  estimating  the fair  value of traded  options  that have no vesting

                                       9
<PAGE>

restrictions  and are fully  transferable.  In addition,  option-pricing  models
require the input of highly subjective  assumptions including the expected stock
price   volatility.   Because  the   Company's   employee   stock  options  have
characteristics significantly different from those of traded options and because
changes in the subjective input assumptions can materially affect the fair value
estimate, in management's opinion the existing models do not necessarily provide
a reliable single measure of the fair value of employee stock options

A summary of the status of the  Company's  options  for the three  months  ended
March 31, 2006 is as follows:

<TABLE>
<CAPTION>
                                                                  WEIGHTED
                                                                   AVERAGE                      AGGREGATE
                                                                  EXERCISE       REMAINING      INTRINSIC
                                                   SHARES           PRICE          LIFE           VALUE
                                                ------------    ------------   ------------   ------------
<S>                                                <C>          <C>                 <C>       <C>
Balance at beginning of period ............        1,643,316    $       1.01      9.9 years   $       0.00
Granted ...................................               --              --             --             --
Cancelled or Expired ......................              (--)             --             --             --
Exercised .................................               --              --             --             --
                                                ------------    ------------   ------------   ------------
Outstanding at the end of the period ......        1,643,316    $       1.01      9.6 years   $       0.00
</TABLE>

A summary of the status of the Company's  nonvested shares as of March 31, 2006,
and changes during the three months ended March 31, 2006 is presented below:

<TABLE>
<CAPTION>
                                                                                 WEIGHTED-
                                                                  WEIGHTED-       AVERAGE
                                                                   AVERAGE       REMAINING
                                                                 FAIR VALUE     CONTRACTUAL
                                                  NUMBER OF       AT GRANT         TERM
                                                   SHARES           DATE        (In years)
                                                ------------    ------------   ------------
<S>                                                  <C>        <C>                     <C>
Non-vested shares at December 31, 2005 ....          492,156    $       1.00            9.5
Options granted ...........................               --              --             --
Options vested ............................              (--)             --             --
Options forfeited or expired ..............              (--)             --             --
                                                ------------    ------------   ------------
Non-vested shares at March 31, 2006                  492,156    $       1.00            9.5
                                                ============    ============   ============
</TABLE>

As  of  March  31,  2006,  there  was  approximately  $340,000  of  unrecognized
compensation  cost related to non-vested stock option awards,  which is expected
to be recognized over a remaining weighted-average vesting period of 2.75 years.

B.      RECLASSIFICATIONS

Certain reclassifications were made to the 2005 financial statements in order to
conform to the 2006 financial statements.

C.      LOSS PER SHARE

Loss per share is presented in accordance  with the  provisions of SFAS No. 128,
Earnings  Per Share and SEC  Staff  Accounting  Bulletin  No.  98.  Basic EPS is
calculated by dividing the

                                       10
<PAGE>

income or loss available to common stockholders by the weighted number of common
shares  outstanding for the period.  Diluted EPS reflects the potential dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or converted into common stock.  These common stock  equivalents  have
been  omitted  from   earnings  per  share   because  they  are   anti-dilutive,
accordingly,  basic and  diluted  EPS were the same for the three  months  ended
March 31, 2006 and 2005. Common stock equivalents  outstanding at March 31, 2006
consisted  of  1,643,316  incentive  stock  options  and  warrants  to  purchase
7,473,937 shares of common stock.

D.      RECENT ACCOUNTING PRONOUNCEMENTS

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Correction ("SFAS 154"), which replaces Accounting Principles Board Opinions No.
20 "Accounting Changes" and SFAS No 3, "Reporting Accounting Changes in Interim
Financial Statements - An Amendment of APB Opinion No. 28." SFAS 154 provides
guidance on accounting for and reporting of accounting changes and error
corrections. It establishes retrospective application, or the latest practicable
date, as the required method for reporting a change in accounting principle and
the reporting of a correction of an error. SFAS 154 is effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005 and is required to be adopted by the Company in the first quarter of
fiscal 2006. The adoption of SFAS 154 did not have an impact on the Company's
consolidated financial statements.

The FASB issued FASB Interpretation No. 47 ("FIN 47"), "Accounting for
Conditional Asset Retirement Obligations" in March 2005. FIN 47 clarifies that
an entity must record a liability for a conditional asset retirement obligation
if the fair value of the obligation can be reasonably estimated. This
Interpretation also clarifies the circumstances under which an entity would have
sufficient information to reasonably estimate the fair value of an asset
retirement obligation. This Interpretation is effective no later than the end of
fiscal years ending after December 15, 2005. This guidance did not have a
material affect on the Company's financial statements.

NOTE 3 - EMPLOYEE STOCK OPTIONS

In January 2005, the Board of Directors approved the 2005 Incentive Stock Option
Plan for the benefit of its officers,  employees and consultants. The Board also
approved the 2005 Directors'  Stock Option Plan for the Company's board members.
These plans  became  effective  concurrently  with the closing of the  Company's
initial public  offering.  The Plans expire ten years from the date of adoption.
The Company is  authorized  to grant  options for up to 1,500,000  common shares
under the employee plan, and 200,000 under the directors plan.  Under each Plan,
the option price of an ISO may not be less than the fair market value of a share
of  common  stock  on the date of  grant.  An ISO may not be  granted  to a "ten
percent  stockholder"  (as such term is defined in Section  422 of the  Internal
Revenue  Code)  unless the  exercise  price is at least 110% of the fair  market
value of the common  stock and the term of the option may not exceed  five years
from the date of grant.  Nonqualified  stock  options  under  both  plans may be
granted at exercise prices equal to or greater than 85% of the fair market value
on the date of grant.  The maximum term of each stock option  granted to persons
other than ten percent stockholders is ten years from the date of the grant. The
Company may also grant options to purchase up to 35,373  shares of common stock
under three plans adopted in 2000, 2001 and 2003, which have similar terms.

                                       11
<PAGE>

A summary of the activity in the Plans is as follows:

                                                                 WEIGHTED
                                                                  AVERAGE
                                                 NUMBER OF       EXERCISE
                                                   SHARES         PRICE
                                                ------------   ------------
Outstanding December 31, 2005                      1,643,316   $       1.01
Cancelled                                                 --             --
Issued                                                    --             --
                                                ------------
Outstanding March 31, 2006                         1,643,316   $       1.01
                                                ============

The options  generally expire 10 years from the date of grant.  However,  in the
event a  participant's  employment is  terminated  for any reason other than the
result of death,  disability or  retirement,  as defined,  the options expire 90
days after termination.

If a  participant's  employment is  terminated  as a result of death,  permanent
disability  or  retirement,  the  options  expire  one  year  from  the  date of
termination.

The weighted average remaining  contractual life of options  outstanding was 9.9
and 9.6 years as of December 31, 2005 and March 31, 2006.

Pro-forma  information  regarding  net loss is  required by SFAS No. 123 and has
been  determined as if the Company had accounted for its employee  stock options
under the fair value method of SFAS No. 123. Since there is not trading  history
for the  Company's  stock,  the fair value of the Company's  issued  options and
warrants  were  estimated  at the date of grant using the fair value method with
the following assumptions:

        Assumptions:
        Risk-free rate                                                  4.30%
        Dividend yield                                                  0
        Volatility factor of the expected market                        90%
        Price of the Company's common stock                             1.00
        Average life                                                    7 Years

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options,  which have no vesting  restrictions and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective assumptions,  including the expected stock price volatility.  Because
the  Company's  employee  stock  options  have   characteristics   significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.

                                       12
<PAGE>

NOTE 4 - SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                           -------------------------------
                                                           March 31, 2006   March 31, 2005
                                                           --------------   --------------
           <S>                                                    <C>              <C>
           Interest Paid                                           -0-              -0-
</TABLE>

NOTE 5 - SUBSEQUENT EVENTS

        On April 10,  2006,  Paulson  Investment  Company,  Inc. and the Company
entered into a Placement Agent Agreement pursuant to which Paulsen would attempt
to place up to 2,500,000  shares  (subject to  additional  allocations  with the
consent  of  Paulsen  and  the  Company)  of the  Company's  common  stock  with
accredited  investors.  Paulson is the  company  that served as  underwriter  of
NuVim's  recently  completed  initial public  offering of securities.  Under the
agreement a commission of seven percent would be paid to the selling  broker and
Paulsen would receive an unaccountable expense allowance of three percent of the
total amount placed under the  agreement.  The agreement  also provides that the
Company  will use its best  efforts to register  the shares to be sold under the
Securities  Act of 1933,  as  amended  within 120  business  days of the sale of
2,500,000 shares.

        As of May 15, 2006, at total of 1,935,000 shares have been placed for
a total of $387,000.

        On April 7, 2006 the  Company  agreed  with  Messrs.  Clark and Moger to
acquire  their  respective  12.5%  interests in NuVim  Powder  LLC.,  the powder
subsidiary,  for  225,000  shares of Company  common  stock  each.  The  Company
executed the agreement on April 18. 2006.  The Company shares were exchanged for
the interests in the powder subsidiary on April 20, 2006.

        In April 2006 the Company  and two  current  and one retired  executives
reached  agreement on the number of shares to be granted in lieu of a cash bonus
for 2005 and the additional  restrictions to be imposed on their ability to sell
the shares. A total of 661,500 shares were granted,  341,500 to Mr. Kundrat, the
CEO, 200,000 to John L. Sullivan,  the  Vice-President  of Sales, and 120,000 to
Paul J. Young,  who was until April 1, 2006 the Vice President of Operations and
is now a member of the Advisory Board.

        On April 30, 2006 the Company issued 183,955 shares of common stock to a
former  executive in payment of an  incentive  stock grant for 2005 and past due
salary.

                                       13
<PAGE>

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

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

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

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

    o business strategies, including any expansion into new products;

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

    o potential growth opportunities; and

    o the effects of competition.

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

        Forward-looking   statements  involve  many  risks,   uncertainties  and
assumptions.  Actual results may differ  materially  from those expressed in the
forward-looking  statements for a number of reasons,  including  those appearing
under the caption "Factors  Affecting  Operating  Results" and elsewhere in this
Quarterly Report on Form 10-QSB. The cautionary statements contained or referred
to in this report should be considered in connection with any subsequent written
or oral forward-looking statements that may be issued by us or persons acting on
our behalf.  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) dietary supplements in ready
to drink  beverage  form and in powder for mixing  with water or adding to other
beverages.  Both  forms  of  our  beverages  have  two  exclusive  and  patented
micronutrients,  MunePro(R)  and  Accuflex(R).  MunePro(R)  enhances  the immune
system and AccuFlex(R) helps build muscle flexibility,  sturdy

                                       14
<PAGE>

joints and muscle recovery.  These micronutrients have been clinically proven to
enhance the immune system,  muscle flexibility and athletic performance after 19
studies, 8,000 case histories and an expenditure of $50 million.

        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 newspaper advertising/advertorials, product
sampling, coupon distribution,  and promotional price discounts. These marketing
expenditures  are  essential  to build the NuVim(R)  brand.  We continue to test
various ways to find the most cost efficient  means to use these marketing funds
to increase  consumer  awareness,  trial and repeat  purchases.  We believe that
these  advertising and promotional  activities are critical to the growth of our
business and expect to continue these programs in the future.

        We have distributed our  refrigerated  beverages since the year 2000 and
are in approximately  2,100  Supermarkets in the Eastern United States.  In 2002
company revenues were $3.5 million.  However, we eliminated most advertising and
marketing  support  for our  product in the second half of 2002 due to a lack of
funding.  We  recapitalized  our company in June 2005 through the  conversion of
approximately  $7.7  million of debt into  common  stock and an  initial  public
offering of our common stock.  Since that time we have  concentrated our limited
financial resources on developing and supporting distribution opportunities that
we  believe  will  provide  the  greatest  sales  expansion  potential.  We also
developed a powder version of our product to be sold through direct distribution
such as the internet and infomercials,  as well as retail outlets.  Sales of the
product  to date have not been  material.  We expect  NuVim  Powder LLC to begin
marketing the NuVim(R) powder products through an internet  affiliate  marketing
program in May 2006.

        We have launched an equity  funded print news media  campaign to educate
consumers  about the benefits of NuVim(R) and create  market  awareness  for our
product.  In November,  2005 we issued 250,000 shares of common stock, a warrant
to purchase  250,000  shares of common  stock at $1.50 and a warrant to purchase
250,000  shares of common  stock at $2.00 as payment  for a contract  to provide
$3,000,000 worth of nationally syndicated print features at standard rates, at a
discounted  amount.  The media  program  which  began in  January  2006 and will
continue for  approximately  twelve months or until the contracted amount of the
newspaper features has been completed.

        Case shipments of our  refrigerated  product  declined by 5,932 or 28.7%
during the first  quarter of 2006 as  compared  to the same  period in the prior
year.  The  reasons for the  decline  included a reduction  in the number of the
Publix warehouses stocking NuVim, and declines in the markets that have not been
supported with  advertising or consumer  promotion.  During 2006 we continued to
have had limited funding to support product  sampling and advertising  programs,
which we believe are critical to maintain and  increase  sales of our  products.
Therefore,  we have focused our spending on product sampling 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.

                                       15
<PAGE>

        In late 2003 we began a test program with a single Wal-Mart supercenter.
In late 2004 the test was expanded to 43 supercenters and then further expansion
to 120 supercenters in late 2005 that covered most of the Wal-Mart  supercenters
in the State of  Florida.  During  the 2005  expansion  the  number of  NuVim(R)
varieties  carried by the  supercenters  was increased from two to three.  First
quarter 2005 Wal-Mart  sales were 8% of the total 2005 first quarter  sales.  In
April 2006,  we  increased  our  distribution  to the entire  southeast  region,
encompassing 312 supercenters in 6 states.

        The table set forth below  discloses  selected data regarding  sales for
the  quarters  ended  March  31,  2006 and  2005.  The  data is not  necessarily
indicative of continuing trends.

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

UNIT CASE VOLUME/CASE SALES

                                             THREE MONTHS ENDED
                                                  MARCH 31,
                                           -----------------------
                                              2006         2005
                                           ----------   ----------
                    Gross Cases Sold           14,747       20,679
                    Gross Sales            $  271,073   $  375,719
                    Net Sales              $  176,221   $  208,876

        Gross sales are the amount invoiced to customers, while net sales deduct
from gross sales any payment or discount terms, promotional allowances, slotting
fees,  warehouse  damage and returned  goods in  accordance  with the  Financial
Accounting   Standards  Board  Emerging  Issues  Task  Force  Issue  No.  01-09,
Accounting for Consideration  Given by a Vendor to a Customer.  In some accounts
we pay slotting fees when our products are initially introduced to a new account
and run price feature  promotions to encourage  trials of our product.  As brand
loyalty grows in a market, we anticipate that we will be able to run fewer price
promotions and will not incur the one time additional  slotting fees to gain new
distribution.  Cases sold decreased  5,932, or 28.7%, for the three months ended
March 31, 2006,  when compared to the same quarter in 2005. As discussed  above,
we  believe  that  the  number  of  cases  sold  is  directly  impacted  by  the
effectiveness of advertising,  sampling and marketing  activities we are able to
fund in support of our refrigerated  product.  We have not had funding available
to fund  advertising  and  marketing  programs on a sustained  basis  across the
majority of the stores our products are  distributed in since mid 2002. This has
caused sales to decline in those markets.  Since we recapitalized our Company in
June of 2005 we have  concentrated  our  marketing  programs on selected  growth
opportunities  for our  refrigerated  product and the  introduction of our NuVim
Powder  product  line.  We  believe  these   initiatives   will  provide  better
opportunity  for long term growth and increase sales in our existing  markets by
creating market awareness for our product.

                                       16
<PAGE>

RESULTS OF OPERATIONS

Results of operations  for the three months ended March 31, 2006 compared to the
three months ended March 31, 2005

        Gross Sales. For the three months ended March 31, 2006, gross sales were
$271,073, a decrease of $104,646,  or 28% lower than gross sales of $375,719 for
the three months ended March 31, 2005.  The decrease in gross sales is primarily
attributable  to a decrease  in case  volume in stores in New York,  New Jersey,
Pennsylvania,   Virginia  and  Maryland,  and  decreased  sales  to  the  Publix
supermarket chain, partially offset by increased sales at Wal-Mart Supercenters.
We have not had funds to support advertising and sampling of our products in our
existing stores since mid 2002,  including the Publix Supermarket chain which we
added in August of 2004,  resulting  in  declining  sales.  In June of 2005,  we
restructured  our balance sheet  through the issuance of common stock,  but were
only  able to raise a  limited  amount of funds  for  advertising  and  sampling
programs. We have focused these limited resources on selected opportunities with
future expansion potential, and the introduction of a powder product, until such
time as we are able to fund  programs  across  all of our  markets.  The  powder
products  offer  a much  higher  gross  profit  to help  bring  the  company  to
profitability.

        Discounts,  Allowances and  Promotional  Payments.  For the three months
ended March 31, 2006,  promotional  allowances  and discounts  were  $94,852,  a
decrease of $71,991 or 43%,  from the  promotional  allowances  and discounts of
$166,843 for the three months ended March 31, 2005.  This  decrease is primarily
attributable  to lower sales volume and lower coupon  expense  resulting  from a
sampling  and coupon  program at the Publix  chain in the first  quarter of 2005
that was not  repeated  in 2006.  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.
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 44% for the three months
ended March 31, 2005 to 35% for the three months ended March 31, 2006.

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                              MARCH 31,
                                                       -----------------------    INCREASE
                                                          2006         2005      (DECREASE)    PERCENTAGE
                                                       ----------   ----------   ----------    ----------
<S>                                                    <C>          <C>          <C>                 <C>
Discounts for timely payment                           $    5,894   $    4,685   $    1,209            26%
Product returned after its expiration date                 34,545       31,001        3,544            11%
Promotional  price  allowances,  coupons  and other
 incentives                                                54,413      115,157      (60,744)          (53)%
Slotting fees                                                  --       16,000      (16,000)         (100)%
                                                       ----------   ----------   ----------    ----------
Total Discounts, Allowances and Promotional
Payments                                               $   94,852   $  166,843   $  (71,991)          (43)%
                                                       ==========   ==========   ==========    ==========
</TABLE>

                                       17
<PAGE>

        Net Sales.  Net sales for the three  months  ended  March 31,  2006 were
$176,221, a decrease of $32,655, or 16% lower than net sales of $208,876 for the
three  months  ended March 31,  2005.  The  decrease  in net sales is  primarily
attributable  to the  decreased  case  sales and a decrease  in the  promotional
pricing discussed above.

        Cost of Sales.  For the three months ended March 31, 2006, cost of sales
was $121,231, a decrease of $86,604, or 42% lower than cost of sales of $207,835
for the three  months ended March 31,  2005.  Cost of sales as a  percentage  of
gross sales decreased to 45% for the three months ended March 31, 2006, compared
to 55% for the three months ended March 31, 2005.  The decrease in cost of sales
was primarily the result of lower case volume.

        Gross Profit.  Gross profit was $54,990 for the three months ended March
31,  2006,  an increase of $53,949  from the $1,041  gross  profit for the three
months ended March 31, 2005. Gross profit as a percentage of gross sales was 19%
for the  three  months  ended  March  31,  2006  compared  to  gross  profit  of
approximately  one quarter of one percent for the three  months  ended March 31,
2005.  The increase in gross profit as a percentage of gross sales was primarily
due to the to lower cost of goods. Gross profit for the first quarter of 2006 as
a percentage of net sales was 30% as compared with  approximately  one-half of a
percent in the same period in 2005.

        Selling,  General  and  Administrative  Expenses.  Selling,  general and
administrative expenses were $512,673 for the three months ended March 31, 2006,
a decrease of $24,018, or 4% from selling,  general and administrative  expenses
of $536,691  for the three months  ended March 31,  2005.  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
primarily due to decreases  product sampling  expenses.  During the three months
ended  March  31,  2005 we  promoted  our  product  through  in store  sampling,
including  a  program  at the  Publix  Supermarket  chain.  We had no  extensive
sampling  activities in the first  quarter of 2006 due to a lack of funding.  We
expect to out source the financial  services  beginning in the second quarter of
2006 to decrease administrative costs. We feel that out sourcing this service at
this time can decrease cost without decreasing  effectiveness.  We have also out
sourced the operations  work which will further  decrease  administrative  costs
going forward.

        Loss from  Operations.  Loss from  operations was $457,683 for the three
months  ended March 31, 2006  compared to $535,650  for the three  months  ended
March 31,  2005.  The $77,967  decrease in loss from  operations  was  primarily
attributable  to the  increased  gross profit and decreased  operating  expenses
described above.

        Interest  Expense.  Interest  expense was  $37,065 for the three  months
ended March 31, 2006, a decrease of $141,737,  or 79%, from interest  expense of
$178,802 for the three  months  ended March 31,  2005.  The decrease in interest
expense is primarily attributable to the retirement of indebtedness. On June 24,
2005,  in  connection  with the  closing  of our  initial  public  offering,  we
extinguished  approximately $7.7 million of indebtedness through the issuance of
common stock.

                                       18
<PAGE>

        Net Loss.  Net loss was  $494,703  for the three  months ended March 31,
2006  compared to  $714,452  for the three  months  ended  March 31,  2005.  The
$219,749  decrease  in net  loss  was  primarily  attributable  to the  improved
operating results and the lower interest expense discussed above.

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. Additionally secured convertible promissory notes with a face amount
of $67,600  are due June 23,  2006 and senior  secured  promissory  notes with a
principal  amount  of  $500,000  are due on  November  30,  2006.  We also  have
outstanding  notes payable with a principal  balance of approximately  $375,000,
and approximately $350,000 of accounts payable for which the holders have agreed
to  defer  payment  until  a  subsequent  financing.  We are  currently  seeking
additional  financing  through the sale of equity  securities,  and  negotiating
modified payment terms with our creditors, but there can be no assurance we will
be successful in this endeavor.

        In April  2006 we  signed  a  placement  agent  agreement  with  Paulsen
Investment Company.  Inc. pursuant to which they undertook to privately place up
to  2,500,000  restricted  shares of our common  stock (with a possible 50% over
allocation)  at a price of twenty cents per share to raise  $500,000.  As of the
date hereof, $387,000 has been received.

        In March 2006 the board and compensation  committee  authorized a total
of 661,500 shares of common stock in lieu of the executive cash bonuses for 2005
and agreed  with these  executives  to defer the  payment of their 2005  accrued
salaries until 2007 and  established  the parameters for settling these accruals
in common  stock.  Also in March 2006,  50,000 shares of common stock to the new
corporate  secretary  for a portion of his 2006 fees.  Finally,  in March  2006,
NuVim issued 8,750  shares of common  stock to  SmallCapVoice.com,  for investor
relations services.

        Also in April  2006,  our former CFO agreed to accept a total of 183,955
shares of common stock for a portion of the salary  remaining  due to him on the
date of his resignation and in lieu of this 2005 bonus.

        We  will  need  to  raise  additional  financing  to pay  our  past  due
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 June
2006.

                                       19
<PAGE>

        Net cash used in operating  activities  for the three months ended March
31, 2006 was $268,917  compared to cash used in operating  activities of $94,570
during  the  same  period  in  2005.  The  increase  in cash  used by  operating
activities  of $174,347 was primarily  attributable  to a payment of $202,000 to
SMBI, the exclusive provider of the proprietary whey protein concentrate used in
our products, in full settlement of past due balances due to them.

        No cash was  provided by  financing  activities  during the three months
ended March 31, 2006,  compared to $31,000  provided by related  party  advances
offset by an expenditure of 213,637 for deferred offering costs during the three
months ended March 31, 2005.

APPLICATION OF RECENT AND CRITICAL ACCOUNTING POLICIES AND PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Correction ("SFAS 154"), which replaces Accounting Principles Board Opinions No.
20 "Accounting Changes" and SFAS No 3, "Reporting  Accounting Changes in Interim
Financial  Statements  - An  Amendment of APB Opinion No. 28." SFAS 154 provides
guidance  on  accounting  for and  reporting  of  accounting  changes  and error
corrections. It establishes retrospective application, or the latest practicable
date, as the required method for reporting a change in accounting  principle and
the reporting of a correction of an error.  SFAS 154 is effective for accounting
changes and  corrections of errors made in fiscal years beginning after December
15, 2005 and is  required  to be adopted by the Company in the first  quarter of
fiscal 2006.  The  adoption of SFAS 154 did not have an impact on the  Company's
consolidated results of operations and financial condition.

The  FASB  issued  FASB  Interpretation  No.  47  ("FIN  47"),  "Accounting  for
Conditional Asst Retirement Obligations" in March 2005. FIN 47 clarifies that an
entity must record a liability for a conditional asset retirement  obligation if
the  fair  value  of  the   obligation   can  be  reasonably   estimated.   This
Interpretation also clarifies the circumstances under which an entity would have
sufficient  information  to  reasonably  estimate  the  fair  value  of an asset
retirement obligation. This Interpretation is effective no later than the end of
fiscal  years  ending after  December  15,  2005.  This  guidance did not have a
material affect on the Company's 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,
2005.

                                       20
<PAGE>

        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.

        ACCOUNTS RECEIVABLE

        We evaluate the collectablity 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 within 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.  We provide an incentive  to customers  for paying in less than 30 days
which results in our overall receivables to be approximately 17 days.

        We estimate an allowance for doubtful  accounts and revenue  adjustments
based on historical trends and other criteria. We have had only one account that
could not be collected.  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.

                                       21
<PAGE>

        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 March 31, 2006, we did not have any relationships with unconsolidated
entities  or  financial  partnerships,  such as  entities  often  referred to as
structured   finance  or  special  purpose  entities,   which  would  have  been
established for the purpose of facilitating  off-balance  sheet  arrangements or
other contractually narrow or limited purposes.

FACTORS AFFECTING OPERATING RESULTS

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

WE WILL NEED TO RAISE ADDITIONAL CAPITAL.

        We are currently operating at a loss and expect our expenses to continue
to  increase as we expand our product  line as well as our  geographic  presence
throughout  the United  States.  To date, we have relied  primarily on financing
transactions  to fund  operations.  We could  face  unforeseen  costs such as an
increase in transportation costs resulting from the recent significant increases
in the cost of fuel; or our revenues could fall short of our projections because
retail outlets discontinue ordering our products or for reasons unrelated to our
products,  such as a revenue  decline  due to  changes  in  consumer  habits and
preferences  or we may achieve lower margins than planned on our products due to
cost increases or competitive pricing pressure. We will need another infusion of
capital to continue to fund our operations in 2006. Paulsen Investment  Company.
Inc.  has  undertaken  to raise  $500,000  and is now  privately  placing  up to
2,500,000  restricted  shares of our  common  stock  (with a  possible  50% over
allocation)  at a price of  twenty  cents  per  share.  As of the  date  hereof,
$387,000 has been received.

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

                                       22
<PAGE>

our shareholders may experience  additional dilution.  Any such developments can
adversely  affect  your  investment  in our  company,  harm  our  financial  and
operating results, and cause our share price to decline.

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

        In their report in connection  with our 2005 financial  statements,  our
auditors  included  an  explanatory  paragraph  stating  that,  because  we have
incurred  net  losses  and have a net  capital  deficiency  for the years  ended
December  31, 2004 and 2005,  and, as of March 31,  2006,  we were in default on
approximately $1 million of notes payable due upon our next financing,  there is
substantial  doubt  about  our  ability  to  continue  as a going  concern.  Our
continued  existence will depend in large part upon our ability to  successfully
secure  additional  financing  to fund future  operations.  Our  initial  public
offering was not sufficient to completely alleviate these concerns; the proceeds
have  been  adequate  to fund  operations  to  date,  but we will  need to raise
additional  funding  to  continue  operations.  If we are not  able  to  achieve
positive cash flow from operations or to secure additional  financing as needed,
we will continue to experience  the risk that we will not be able to continue as
a going concern.

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

        We have  approximately  $1.5 million of indebtedness that is payable out
of proceeds of additional financing that we secure.

        We  have  not  had  sufficient  capital  to  operate  our  business  for
approximately  three years, and as a result, we have negotiated extended payment
terms on  approximately  $1,028,000 of notes  payable,  and $450,000 of accounts
payable which are due and payable upon receipt of additional financing.

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

OUR LIMITED OPERATING HISTORY MAKES EVALUATION OF OUR BUSINESS DIFFICULT.

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

                                       23
<PAGE>

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

        Since our  inception in 1999, we have incurred net losses in every year,
including  net  losses of  $2,239,440  for the year  ended  December  31,  2003,
$2,131,581  for the year ended  December 31, 2004,  2,234,865 for the year ended
December 31, 2005 and $494,703 for the three months ended March 31, 2006. We had
a working capital deficit of $2,517,373 at March 31, 2006 and have negative cash
flows from operations.  As a result of ongoing  operating losses, we also had an
accumulated deficit of $20,739,764 and a stockholders'  deficit of $2,507,550 at
the same date.  We expect to incur  losses  until at least  through 2006 and may
never  become  profitable.  We also  expect  that  our  expenses  will  increase
substantially  for the foreseeable  future as we seek to expand our product line
and  sales  and   distribution   network,   implement   internal   systems   and
infrastructure  and comply with the legal,  accounting and corporate  governance
requirements  imposed upon public companies.  These ongoing financial losses may
adversely affect our stock price.

OUR SUCCESS SUBSTANTIALLY DEPENDS ON MAINTAINING OUR RELATIONSHIPS WITH SMBI.

        SMBI is the  holder of certain  patents  and  trademarks  that cover the
micronutrients  that we use in our  products  and is our only  supplier of those
micronutrients.  We have a license  agreement and a supply  agreement with SMBI,
both of which are critical to our  business  and expire in 2014.  Under the SMBI
license agreement, we have the right to use SMBI's intellectual property for the
production  and   distribution   of  carbonated  and   noncarbonated   beverages
incorporating  the  micronutrients  that  provide  the  health  benefits  of our
products.  SMBI also supplies the key ingredient in our products under the terms
of the supply agreement. These agreements contain cross-termination  provisions,
and  therefore,  we risk  losing  both our  rights  to the  licensed  use of the
micronutrients and other SMBI intellectual  property needed for our business, as
well as our sole  source  of  supply,  if  either  agreement  is  terminated  in
accordance with its terms. Furthermore,  any exclusive rights we enjoy under the
license and supply  agreements may be jeopardized if we fail to satisfy  certain
minimum  purchase  requirements.  In addition,  SMBI and its affiliate,  Spencer
Trask  Specialty  Group,  LLC ("Spencer  Trask"),  are founders and  significant
stockholders  of our company and, as such,  SMBI has provided us with  favorable
terms under the supply contract.  However,  due to our relationship with Spencer
Trask, there is a potential for conflicts of interest between SMBI and us. If we
are unable to obtain the whey protein  concentrate from SMBI for any reason, our
manufacturing and distribution  processes could be severely  disrupted,  and our
operations  could be adversely  affected.  We are aware of only one other source
that might be able to provide an immune enhancement whey protein but it does not
contain LactoActin and LactoMune,  which are proprietary to SMBI, and we are not
certain  of its  effectiveness.  Moreover,  it is our  understanding  that  this
ingredient  would not  provide the muscle  flexibility  health  benefit  that we
achieve by using the SMBI whey protein concentrate.  In addition, even if we are
able to find  acceptable  alternative  sources  of supply,  the new terms  would
likely be less favorable than those that we receive from SMBI.  Accordingly,  it
is critical that we continue to meet all of our material  obligations under both
the license agreement and the supply agreement.  In the past, we have not always
been  able to do so

                                       24
<PAGE>

because of a lack of  financial  resources.  We paid SMBI  $250,000  of past due
payables  out  of the  net  proceeds  of  our  initial  public  offering  and an
additional payment of $200,000 in January 2006 which secured the NuVim trademark
for us. We do not owe SMBI any past due payments and are currently on net 30 day
payment terms for the SBMI whey protein.

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 in the northeastern United States and, recently, portions of
the south, but our beverage products have not yet been widely distributed. 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.

As we expand our product line to include  additional flavors of the refrigerated
beverage,  as well as the shelf-stable  sports drink and the powder mix, we will
face the  additional  uncertainty of whether these new products will gain market
acceptance in any market.  We can give no assurance that we will expand into new
geographic areas or successfully expand our product line. It is unlikely that we
will achieve  profitability  and otherwise have a successful  business unless we
are able to gain market  acceptance  of our existing and future  products over a
wide geographic area.

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

        There have been approximately 20 independent  clinical studies that have
demonstrated  the  health  benefits  of  the  micronutrient  components  of  our
products.  However, there has been only one, small-scale study of the effects of
NuVim beverages directly.  That study required the subjects to consume 12 ounces
of NuVim daily for six weeks.  While the study did validate the positive  health
claims we believe our products  provide,  it did not consider  whether a smaller
quantity of the beverage or a shorter  period of continued  usage might  provide
similar  benefits.  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 six weeks  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

                                       25
<PAGE>

products  within a short time frame.  As a result,  such lack of  acceptance  or
market demand decline could cause us to cease operations.

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

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

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

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

GOVERNMENT REGULATION MAY ADVERSELY AFFECT OUR BUSINESS.

        Our business is subject to government regulation, principally the United
States Food and Drug Administration (the "FDA"), which regulates the processing,
formulation,  packaging,  labeling and advertising of dietary products, and to a
lesser extent,  state governments,  where state attorneys general have authority
to enforce their state consumer protection acts. Specifically, we are subject to
the Dietary Supplement and Health Education Act ("DSHEA").  Under DSHEA, dietary
supplements  are  permitted to make  "statements  of  nutritional  support" with
notice to the FDA, but without FDA  pre-approval.  The FDA does not allow claims
that a dietary product may mitigate,  treat, cure or prevent disease.  There can
be no  assurance  that at some future time the FDA will not  determine  that the
statement of nutritional  support we make

                                       26
<PAGE>

on our  packaging is a prohibited  claim rather than an  acceptable  nutritional
support statement. Such a determination by the FDA would require deletion of the
treatment,  cure or prevention of disease claim, or, if it is to be used at all,
submission by our company and the approval by the FDA of a new drug application,
which would entail costly and time-consuming  clinical studies, or revision to a
health claim,  which would require  demonstration  of  substantiated  scientific
evidence to support  such claim and would also consume  considerable  management
time and financial resources.

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

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

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

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

                                       27
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES.

        The Company's  Chief  Executive  Officer and accounting firm of Hendel &
Hendel have  reviewed the  disclosure  controls and  procedures  relating to the
Company at March 31, 2006 and concluded that such controls and  procedures  were
effective to provide  reasonable  assurance that all material  information about
the financial and operational  activities of the Company was made known to them.
There were no changes in the Company's internal control over financial reporting
during the three months ended March 31, 2006 that  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

                                       28
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

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

None in the first quarter not already reported in the Current Report on Form 8-K
filed on April 21, 2006.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None in the first quarter 2006

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

(a)     A Current Report on Form 8-K was filled on April 21.2006  covering Items
        3, 5, and 8.

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

EXHIBIT NO.     DESCRIPTION
-----------     ----------------------------------------------------------------
31.1            Certification  of Chief Executive  Officer Pursuant to 18 U.S.C.
                Section  1350,  as  Adopted  Pursuant  to  Section  302  of  the
                Sarbanes-Oxley Act of 2002.
31.2            Certification  of Chief Financial  Officer Pursuant to 18 U.S.C.
                Section  1350,  as  Adopted  Pursuant  to  Section  302  of  the
                Sarbanes-Oxley Act of 2002.
32.1            Certification  of the  Chief  Executive  pursuant  to 18  U.S.C.
                Section  1350,  as  adopted  pursuant  to  Section  906  of  the
                Sarbanes-Oxley Act of 2002.
32.2            Certification  of the Chief  Financial  Officer  pursuant  to 18
                U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

                                       29
<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: May 15 , 2006            By: /s/ RICHARD P. KUNDRAT
                                                   -----------------------------
                                                   Richard P. Kundrat
                                                   Chief Executive Officer and
                                                   Chairman of the Board
                                                   (Principal Executive Officer)


                Date: May 15 , 2006            By: /s/ RICHARD P. KUNDRAT
                                                   -----------------------------
                                                   Richard P. Kundrat
                                                   Chief Financial Officer
                                                   (Principal Financial and
                                                   Accounting Officer)

                                       30