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

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

                                   Amendment 1
                                       to

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended March 31, 2007

                                       or

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

                  For the Transition Period from     to

                          COMMISSION FILE NO. 000-50508

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

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

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

                                 (201) 556-1010
                           (Issuers Telephone Number)

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

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

At May 1, 2007,  14,532,782  shares of the registrant's  Common Stock, par value
$0.00001 per share, were outstanding.

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

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

<PAGE>

                                   NUVIM, INC.

                         Quarterly Report on Form 10-QSB

                      Quarterly Period Ended March 31, 2007

                                Table of Contents

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

Item 1. Financial Statements (Unaudited)
Balance Sheet -March 31, 2007 (Unaudited)                                                               4
Statements of Operations - For the three months ended March 31, 2006 and 2007 (Unaudited)               5
Statement of Changes in Stockholders' Deficit for the three months ended March 31, 2007 (Unaudited)     6
Statements of Cash Flows for the three months ended March 31, 2006 and 2007 (Unaudited)                 7
Notes to Financial Statements (Unaudited)                                                               8
Item 2. Management's Discussion and Analysis or Plan of Operation                                      17
Item 3. Controls and Procedures                                                                        30

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                                              32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                    32
Item 3. Defaults upon Senior Securities                                                                34
Item 4. Submission of Matters to a Vote of Security Holders                                            34
Item 5. Other Information                                                                              34
Item 6. Exhibits                                                                                       34
Signatures                                                                                             35
</TABLE>

                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                        3
<PAGE>

                                   NUVIM, INC.
                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                 MARCH 31, 2007
                                                                                ----------------
                                     ASSETS                                       (Unaudited)
<S>                                                                             <C>
Current Assets:
   Cash and cash equivalents                                                    $        352,854
   Accounts receivable, net                                                               55,774
   Inventory                                                                             157,547
   Prepaid expenses and other current assets                                             191,641
                                                                                ----------------
      Total Current Assets                                                               757,816
                                                                                ----------------

Equipment and furniture, net                                                                 372
Deferred offering cost                                                                    57,025
Deposits and other assets                                                                  8,147
Distribution rights                                                                       90,400
                                                                                ----------------
      TOTAL ASSETS                                                              $        913,760
                                                                                ================

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Current portion of accounts payable                                          $        496,519
   Accounts payable and accrued expenses to related parties                               29,000
   Accrued expenses                                                                      146,577
   Accrued compensation                                                                  326,241
   Rescinded series B offering payable                                                    18,920
                                                                                ----------------
      TOTAL CURRENT LIABILITIES                                                        1,017,257

Other Liabilities:
   Accounts payable, net of current portion                                              233,430
   Senior notes payable - related parties, net of unamortized discount of
   $32,267 at March 31, 2007                                                             467,733
   Accrued interest - senior notes payable - related parties                             179,160
   Stockholder loans - subordinated covertable promissory notes                          150,000
   Accrued interest stockholder loans                                                     24,770
   Other notes payable, net of unamortized discount of $7,650 at
   December 31, 2006                                                                     112,350
    Accrued Interest - other notes payable                                                28,317
                                                                                ----------------
      TOTAL OTHER LIABILITIES                                                          1,195,760
                                                                                ----------------

TOTAL LIABILITIES                                                                      2,213,017

Commitments and Contingencies

Stockholders' Deficit:
   Common Stock,  120,000,000 shares authorized,  $.00001 par value,
    13,534,115 shares issued and outstanding at March 31, 2007                               135

   Additional  paid-in  capital                                                       21,005,811
   Accumulated  deficit                                                              (22,305,203)
                                                                                ----------------

Total Stockholders' Deficit                                                           (1,299,257)

                                                                                ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                     $        913,760
                                                                                ================
</TABLE>

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

                                        4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                      2006                2007
                                                                                ----------------    ----------------
<S>                                                                             <C>                 <C>
Gross sales                                                                     $        271,073    $        328,133
Less: discounts, allowances and promotional payments                                      94,852              87,311
                                                                                ----------------    ----------------
Net sales                                                                                176,221             240,822
Cost of sales                                                                            121,231             168,945
                                                                                ----------------    ----------------
Gross profit                                                                              54,990              71,877
Selling, general and administrative expenses                                             512,673             332,410
                                                                                ----------------    ----------------
Loss from operations                                                                    (457,683)           (260,533)
Other Income (Expense):
    Interest expense                                                                     (37,065)            (20,650)
    Interest income                                                                           45                  --
                                                                                ----------------    ----------------
        Total other income (expense) - net                                               (37,020)            (20,650)
                                                                                ----------------    ----------------
Net loss before income tax benefit                                                      (494,703)           (281,183)
Income tax (expense) benefit                                                                   -                   -
                                                                                ----------------    ----------------
Net loss                                                                        $       (494,703)   $       (281,183)
                                                                                ================    ================
Basic and diluted loss per share                                                $          (0.10)   $          (0.02)
                                                                                ================    ================
Weighted average number of common shares outstanding - basic and diluted               5,054,278          12,578,491
</TABLE>

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

                                        5
<PAGE>

                                   NUVIM, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                    FOR THE THREE MONTHS ENDED MARCH 31, 2007
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        COMMON STOCK             ADDITIONAL                          TOTAL
                                                ----------------------------      PAID-IN       ACCUMULATED      SHAREHOLDERS'
                                                   SHARES          AMOUNT         CAPITAL         DEFICIT           DEFICIT
                                                ------------    ------------    ------------   --------------    --------------
<S>                                               <C>           <C>             <C>            <C>               <C>
Balance at December 31, 2006                      11,622,867    $        116    $ 20,489,672   $  (22,024,020)   $   (1,534,232)
Stock sold to accredited investors, net            1,533,333              15         419,185                            419,200
Stock issued for accrued compensation                172,915               2          46,581                             46,583
Stock issued for services                            205,000               2          36,098                             36,100
Employee stock based compensation                                                     14,275                             14,275
Net Loss                                                                                             (281,183)         (281,183)
                                                ------------    ------------    ------------   --------------    --------------
Balance at March 31, 2007                         13,534,115    $        135    $ 21,005,811   $  (22,305,203)   $   (1,299,257)
                                                ============    ============    ============   ==============    ==============
</TABLE>

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

                                        6
<PAGE>

                                   NUVIM, INC.
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2007
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      2006                2007
                                                                                ----------------    ----------------
<S>                                                                             <C>                 <C>
Cash Flow From Operating Activities:
   Net loss                                                                     $       (494,703)   $       (281,183)
   Adjustment to reconcile net loss to net cash used in operating activities:
   Depreciation                                                                              226                 226
   Amortization of debt discount on notes payable                                          7,611               5,250
   Stock issued for services                                                              33,558              36,100
   Employee stock based compensation                                                      31,000              14,275
   Stock issued for compensation                                                                              46,583
   Provision for sales returns                                                            94,852              87,311
Changes in Operating Assets and Liabilities:
   Accounts receivable                                                                   (79,192)            (87,258)
   Inventory                                                                             (12,971)              9,382
   Prepaid expenses and other current assets                                              94,931                (588)
   Accounts payable                                                                       97,008              44,091
   Accounts payable and accrued expenses to related parties                             (129,274)            (28,606)
   Accrued expenses                                                                      (91,870)             26,980
   Accrued compensation                                                                  157,082              (9,783)
   Accrued interest - senior notes payable - related parties                                  --              10,000
   Accrued interest - stockholder loans                                                       --               3,000
   Accrued interest - other note payable                                                  22,825               2,400
                                                                                ----------------    ----------------
       Net Cash Used in Operating Activities                                            (268,917)           (121,820)
                                                                                ----------------    ----------------
Cash Flow From Financing Activities:
   Net proceeds from issuance of common stock                                                 --             419,200
                                                                                ----------------    ----------------
       Net Cash Provided by Financing Activities                                              --             419,200
                                                                                ----------------    ----------------
Decrease in Cash and Cash Equivalents                                                   (268,917)            297,382
Cash and Cash Equivalents at Beginning of Year                                           270,468              55,472
                                                                                ----------------    ----------------
Cash and Cash Equivalents at End of Year                                        $          1,551    $        352,854
                                                                                ================    ================
</TABLE>

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

                                        7
<PAGE>

                                   NUVIM, INC.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BUSINESS AND BASIS OF PRESENTATION

A.   Business

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

B.   Going Concern

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  shown  in the  accompanying  financial
statements, the Company  incurred  net losses of ($281,183) and $494,703 for the
three  months  ended  March 31,  2007 and 2006,  respectively.  Management  also
expects operating losses to continue in 2007. The Company's  continued existence
is  dependent  upon its  ability to secure  adequate  financing  to fund  future
operations  and  commence  profitable  operations.  To  date,  the  Company  has
supported its activities through equity  investments,  the sale of common stock,
and a line of credit  through a bank of $50,000 of which there is currently none
used.  During 2006, the Company addressed these concerns by selling common stock
to raise approximately  $534,000,  settling  approximately $274,000 of principal
and  interest on note and supplier  debt with common  stock,  and issuing  stock
worth approximately  $266,000 to secure services.  In addition,  during 2006 the
Company  negotiated  extended terms on approximately  $987,000 of notes payable,
stockholder  loans,  and accrued  interest until January 2009.  During 2007, the
Company has raised approximately  $688,000, net of fees, through sales of common
stock.

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

                                        8
<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 2007  reflect  all  adjustments
(consisting of normal  recurring  accruals) which, in the opinion of management,
are considered necessary for a fair presentation of its financial position as of
March 31,  2007 and as of the  result  of its  consolidated  operations  and its
consolidated cash flows for the periods ended March 31, 2006 and 2007.

The Unaudited  Consolidated  Statements of Operations for the three months ended
March 31, 2006 and 2007 are not  necessarily  indicative of results for the full
year.

While the Company  believes that the disclosures  presented are adequate to make
the  information not misleading,  these financial  statements  should be read in
conjunction with the financial statements and accompanying notes included in the
Company's  Current  Report on Form 10KSB for the year ended  December  31,  2006
filed on April 14, 2007.

                                        9
<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

A.   Net Loss Per Share

Basic loss per share has been  calculated  using the weighted  average number of
common shares  outstanding in accordance with FASB 128 "Earnings Per Share." All
potentially   dilutive   securities,   including  options,   convertible  notes,
convertible  preferred  stock and  warrants  have been  excluded as common stock
equivalents and diluted loss per share has not been presented as such securities
are  antidilutive  due to the Company's net loss for all periods  presented.  At
March 31, 2007, the Company had warrants to purchase  7,522,514 shares of common
stock and employee  stock options to purchase  2,628,647  shares of common stock
outstanding which are not included in the calculation.

B.   Concentration of Risk

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

Sales  to  three  customers  during  the  three  months  ended  March  31,  2006
approximated 27%, 15% and 10% of sales. Sales to three customers during the year
ended March 31, 2007  approximated  44%, 13% and 10% of sales.  A loss to one of
these customers could have a significant adverse effect on the Company's results
of operations

Accounts  receivable from two customers at March 31, 2006  approximated 27%, and
16% respectively and two customers at March 31, 2007 approximated 49% and 11% of
accounts receivable.

One outside vendor  manufactured all of the Company's finished goods. During the
three months ended March 31, 2006 and 2007, manufacturing costs of approximately
$39,000 and $65,000 were incurred at this vendor.  Approximately $35,000 was due
to this vendor at March 31, 2007.

C.   Reclassifications

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

                                       10
<PAGE>

D.   Stock-Based Compensation

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of  Financial   Accounting   Standards  No.  123R   (revised   2004),
"Share-Based  Payment" which revised  Statement of Financial  Standards No. 123,
"Accounting for Stock-Based  Compensation" This statement supersedes Opinion No.
25,  "Accounting  for Stock Issued to  Employees."  The statement  addresses the
accounting for share-based payment  transactions with employees,  eliminates the
ability to account for share-based compensation transactions using the intrinsic
value  method  pursuant  to APB 25 and  requires  that  the  compensation  costs
relating to such  transactions  be  recognized at fair value in the statement of
operations.  The revised  statement  was  implemented  by the Company  effective
January 1, 2006.  The Company  continued to account for stock  awards  issued to
non-employees under the fair value method as described in EITF 96-18 "Accounting
for Equity  Investments that are issued to Other than Employees for Acquiring or
in Conjunction  with Selling Goods or Services." The Company recorded $14,275 in
expense related to stock options for the three months ended March 31, 2007.

                                       11
<PAGE>

E.   Recent Accounting Pronouncements

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

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

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

NOTE 3 - STOCKHOLDERS' DEFICIT

A.   Capital Stock

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

                                       12
<PAGE>

B.   Sales for Cash

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

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

At the end of the first  quarter of 2007,  NuVim  received  $300,000 from Julius
Baer  Multistock  SICAV US Stock  Fund,  a European  Institutional  Investor  to
purchase  1,000,000  shares of common stock at a price of $.30 per share.  NuVim
paid a commission of $30,000 to Continental  Advisors SA in connection with this
sale.  In  addition,  Continental  Advisors SA received  $9,000 for its expenses
without accounting for it.

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

C.   Debt and Accrued Compensation Conversion

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

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

D.   Stock Issued for Services

On January 29, 2007,  NuVim  agreed with its  Secretary  and General  Counsel to
issue 100,000 shares of common stock as additional compensation for his services
during 2007. The services have a value of  approximately  $16,000.  He agreed in
writing to hold

                                       13
<PAGE>

the shares for at least one year and to the  additional  restrictions  on resale
placed  with the  NuVim's  transfer  agent and the  printing  of a legend on its
certificate.  Because of these factors,  this sale was exempt from  registration
under the  Securities Act as not involving a public  distribution  under section
4(2) and 4(6).

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

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

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

E.   Stock Option Plan

In March 2007, the Board of Directors  approved the 2007 Incentive  Stock Option
Plan for the  benefit  of its  officers,  employees  and  consultants.  The plan
authorizes the grant of 2,000,000  shares of common stock.  The plan will become
effective upon approval of shareholders  at the Company's  annual meeting in May
of 2007.

NOTE 4 - INCOME TAXES

Based on the Company's  operating losses, no provision for income taxes has been
provided for the three months ended March 31, 2006 and 2007.

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

                                                     MARCH 31,
                                             -------------------------
                                                2006          2007
                                             -----------   -----------
Interest paid                                $     1,625   $        --

                                       14
<PAGE>

NOTE 6 - COMMITMENTS

A.   Royalty, License and Supply Agreement - Related Party

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

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

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

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

B.   Lease

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

NOTE 7 - RELATED PARTY TRANSACTIONS

Included  in  selling,  general  and  administrative  expenses  are  salaries to
immediate family members of an executive officer of the Company of approximately
$9,000  and  $12,000  for the  three  months  ended  March  31,  2006 and  2007,
respectively.

                                       15
<PAGE>

NOTE 8 - SUBSEQUENT EVENTS

A.   Sales for Cash

During  April  2007,  NuVim  issued  a total  of  972,667  shares  to  unrelated
accredited  investors for gross proceeds of  approximately  $292,000 or $.30 per
share.  Commissions  and fees of  approximately  $25,000 were paid in connection
with this sale.

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

B.   Stock Issued for Services

During April 2007 NuVim agreed with a  communications  expert to provide various
services for a total of 26,000 shares of common stock. The services have a value
of  approximately  $13,000.

                                       16
<PAGE>

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

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

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

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

   o  business strategies, including any expansion into new products;

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

   o  potential growth opportunities; and

   o  the effects of competition.

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

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

OVERVIEW

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

                                       17
<PAGE>

promotes well being.  NutraFlora(R)  is uniquely  capable of promoting health by
supporting the growth of beneficial  (probiotic)  bacteria which in turn provide
health benefits such as improved calcium and mineral  absorption for better bone
health and a strong immune system.  Studies also show that  NutraFlora(R)  helps
improves  digestive  functions,   contributes  to  a  healthy  cholesterol,  and
metabolism.  In addition  NuVim contains 100% of vitamin C, E, B12, and Zinc and
30% vitamin A of the recommended  dail  requirement.  NuVim products  contain no
fat, cholesterol,  lactose,  caffeine,  artificial flavors or high fructose corn
syrup.

         We focus on developing  the NuVim(R) brand through a mix of advertising
and  promotional  programs  that  build  consumer  awareness,  trial and  repeat
purchases.   The  marketing   consists  of  television   advertising   newspaper
advertising/advertorials, product sampling, coupon distribution, 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  profitable  sales  expansion  potential.
Additional  funds  raised in the first  months of 2007 will help  achieve  these
goals.

         We also  developed a powder  version of our product to be sold  through
direct distribution such as the internet as well as retail outlets. Sales of the
product to date have not been material. We have begun a test program selling the
powder in GNC stores in the Tampa Bay area.

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

         We have produced a 30 second television commercial for the refrigerated
products,  a 60 second  television  commercial  for the powder  product  and a 5
minute  educational  video  for the  product  and  will  air  these  commercials
throughout 2007 through  Platinum  Television  Group  headquartered in Deerfield
Beach Florida.

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

                                       18
<PAGE>

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

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

         We have produced a 30 second television commercial for the refrigerated
products,  a 60 second  television  commercial  for the powder  product  and a 5
minute  powder  infomercial  for the product  and plan to air these  commercials
2,000 times through Platinum Television Group.

         Case shipments of our  refrigerated  product  increased by 2,907 or 20%
during the first  quarter  of 2007  compared  with the same  period in the prior
year.  The reasons for the increase  included  further  expansion to  additional
Wal-Mart  supercenters  compared with the same period last year , an increase at
Wakefern  (Shoprite)  supermarkets  in the New York/New Jersey market during the
first  quarter  2007,  and new start up business at Kroger in Detroit  Michigan.
During the first  quarter  2007 we  continued  to have had limited  cash to fund
product  sampling  and  advertising  programs,  which we believe are critical to
maintain and increase sales of our products.  Therefore, with limited funding we
are unable to support all markets and concentrate in certain markets to attain a
level of consumer  sales to hold  supermarket  retail  distribution  and in some
accounts increase the number of stores carrying NuVim products until we are able
to raise cash for additional  marketing  programs.  In the interim,  advertising
program funded by the issuance of stock will continue to be important.

         In  late  2003  we  began  a  test  program  with  a  single   Wal-Mart
supercenter.  In late 2004 the test was  expanded to one  Wal-Mart  distribution
center,  covering 43 supercenters  and then a further  expansion in late 2005 to
two  additional   distribution   centers  that  covered  most  of  the  Wal-Mart
supercenters in the State of Florida.  During the 2005 expansion,  the number of
NuVim(R)  varieties carried by the supercenters was increased from two to three.
Third  quarter  2005  Wal-Mart  sales  were 8% of the total  2005 sales for that
quarter.  In April 2006,  we increased  our  distribution  to two more  Wal-Mart
distribution  centers  and in the third  quarter  of 2006 one more  distribution
center  was  added.  We now  serve  approximately  300  supercenters  and  seven
distribution  centers in 7 states.  Same store  sales for  Wal-Mart in the first
quarter  of 2007 were up 137%  compared  with the same  quarter  in 2006.  First
quarter 2007 Wal-Mart sales were 51% of total NuVim sales for this quarter.  The
Wal-Mart initiative has matured much faster then the others. We expect the other
five initiatives to increase their sales  contribution  both absolutely and as a
percentage of the total sales.

                                       19
<PAGE>

SALES RESULTS

         The  discussion  below covers  selected  data  regarding  sales for the
quarter  March 31,  2007 and 2006.  The data is not  necessarily  indicative  of
continuing trends.

         Sales of  refrigerated  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). Powder mix sales are expressed in
equivalent  servings equal to the  refrigerated  case. One case of  refrigerated
products  has 40 servings.  One box of powder  mixes has 30 servings.  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..

UNIT CASE VOLUME/CASE SALES

                                                 THREE MONTHS ENDED
                                                     MARCH 31,
                                             -------------------------
                                                2007          2006
                                             -----------   -----------
               Gross Cases Sold                   17,654        14,747
               Gross Sales                   $   328,133   $   271,073
               Net Sales                     $   240,822   $   176,221

         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.

         17,654  cases sold  represents  an increase of 2,907,  or 20%,  for the
three months ended March 31, 2007, when compared to the same quarter in 2006. As
discussed above, we believe that the number of cases sold is due to the increase
in the number of Wal-Mart  supercenters  carrying the product, and the change in
product  formula to lower the  calories,  eliminate the high fructose corn syrup
and increase whey protein to be the number one item on the  ingredient  list. We
also had a 50%  increase  in the  quarter  from  Shoprite,  New  York's  largest
account,  10% increase at Giant PA, new 16 ounce  distribution  at Giant and new
business start up with Kroger stores in Detroit.

                                       20
<PAGE>

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED MARCH 31, 2007 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2006

         Gross Sales.  For the three  months  ended March 31, 2007,  gross sales
were $328,133 an increase of $57,060 or 21% over gross sales of $271,073 for the
three months ended March 31, 2006.   This 21% increase had several  contributing
factors as mentioned  above.  We also  decreased  the  Wal-Mart  store and their
distribution  centers inventory which of course decreased NuVim factory sales to
them in the first  quarter.  This was a one time  adjustment  to better  control
fresh  inventory  and  improve our  product's  performance  within the  Wal-Mart
system.  During this quarter, we continued to have limited funds for advertising
and sampling programs.

         Discounts,  Allowances and Promotional  Payments.  For the three months
ended March 31, 2007,  promotional  allowances  and discounts  were  $87,311,  a
decrease of $7,541 from the promotional  allowances and discounts of $94,852 for
the three months ended March 31, 2006.  This 8.0 % decrease is reflective of our
ability to generate  incremental  sales for the quarter of 21% while  decreasing
promotional spending. 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 further matures and a
higher  percentage  of users of our  product  are repeat  purchasers,  we expect
coupon expense, relative to gross sales, to decline although we will continue to
use these marketing programs when needed.  Product returned after its expiration
date  decreased as a percentage of sales this quarter  versus the same quarter a
year ago by 1%. Total Discounts,  Allowances and Promotional  payments/discounts
as a percentage of gross sales  decreased  from 35.5% for the three months ended
March 31, 2006 to 26.6% for the three months ended March 31, 2007.  This is very
positive because it is costing less to move more product off the shelf.

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                                 MARCH 31,
                                                          ---------------------    INCREASE
                                                            2007          2006    (DECREASE)    PERCENTAGE
                                                          ---------   ---------   ----------    ----------
<S>                                                       <C>         <C>         <C>                 <C>
Discounts for timely payment                              $   2,487   $   5,894   $   (3,407)         (137)%
Product returned after its expiration date                   27,577      34,545       (6,968)          (25)%
Promotional  price  allowances,  coupons  and other          55,574      54,413        1,161             2%
incentives
Slotting fees                                                 1,673         ---        1,673           100%
                                                          ---------   ---------   ----------    ----------
Total Discounts, Allowances and Promotional Payments      $  87,311   $  94,852   $   (7,541)           13%
                                                          =========   =========   ==========    ==========
</TABLE>

         Net Sales.  Net sales for the three  months  ended  March 31, 2007 were
$240,822,  an increase of  $64,601,  or 37% above net sales of $176,221  for the
three  months  ended March 31,  2006.  The  increase  in net sales is  primarily
attributable  to the  increase in case sales and a decrease  in the  promotional
pricing as discussed above.

                                       21
<PAGE>

         Cost of Sales. For the three months ended March 31, 2007, cost of sales
was  $168,945 a decrease of $47,714 for the three  months  ended March 31, 2006.
The decrease is primarily the result of lower ingredient costs in 2007.

         Gross Profit. Gross profit was $71,877 for the three months ended March
31,  2007,  an increase of $16,887  from the $54,990  gross profit for the three
months ended March 31, 2006. Gross profit as a percentage of gross sales was 25%
for the three  months  ended  March 31,  2007  compared to the 20% for the three
months ended March 31, 2006.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative expenses were $332,410 for the three months ended March 31, 2007.
Selling,  general,  and  administrative  expenses  during the three months ended
March 31, 2006 were  $512,673.  Selling,  general,  and  administration  expense
decreased $180,263 or 35%. We are still in an early stage of our development and
did show  improvement  versus  last year same time  period and expect to further
show  improvement  moving  forward.  We continue to work on increasing  sales to
achieve 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 salaries by eliminating a
full time Chief  Financial  Officer,  full time Vice President of Operations and
converting all of the selling personnel to a commission structure.

         Loss from  Operations.  Loss from operations was $260,533 for the three
months  ended March 31, 2007  compared to $457,683  for the three  months  ended
March 31,  2006.  The entire  decrease of $197,150 is due to the increase in net
sales and the decrease in selling and administration.

         Interest  Expense.  Interest  expense was $20,650 for the three  months
ended March 31, 2007;  a decrease of $16,415 or 44%,  from  interest  expense of
$37,065 for the three  months  ended March 31,  2006.  The  decrease in interest
expense  is  primarily  attributable  to the  retirement  of one  loan  that was
converted to equity.

         Net Loss.  Net loss was  $281,183  for the three months ended March 31,
2007  compared to $494,703 for the three months ended March 31, 2006, a decrease
of $213,520 due to the contribution  made by increased sales and the decrease in
administrative and selling costs.

                                       22
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

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

         Through  April 30 2007,  NuVim  has  raised  a net of  $688,000  in new
working  capital  through  the sale of common  stock and has  obtained  services
valued at approximately $49,100 in exchange for its common stock.

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

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

         Net cash used in operating  activities for the three months ended March
31, 2007 was $121,820 compared to cash used in operating  activities of $268,917
during  the  same  period  in  2006.  The  decrease  in cash  used by  operating
activities during the first three months of $147,096 was primarily  attributable
to  lower  administrative   expenses,  less  promotional  spending,  and  higher
contributions  from product sales. The cash consumed during the first quarter of
2006  included a one time  payment of  $202,000  to SMBI,  the  provider  of the
proprietary  whey  protein  concentrate  then  used  in our  products,  in  full
settlement of past due balances due to them.

         Net Cash provided by financing activities during the three months ended
March 31, 2007  $419,200.  Nothing was  provided  during the three  months ended
March 31, 2006.

APPLICATION OF RECENT AND CRITICAL ACCOUNTING POLICIES AND PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

                                       23
<PAGE>

CRITICAL ACCOUNTING ESTIMATES

         The discussion  and analysis of our financial  condition and results of
operations are based upon our financial statements,  which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The  preparation  of these  financial  statements  requires us to make
estimates  and  judgments  that  affect  the  reported   amount  of  assets  and
liabilities,  revenues and expenses, and related disclosure on contingent assets
and  liabilities  at the date of our financial  statements.  Actual  results may
differ from these estimates under different assumptions and conditions.

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

         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

                                       24
<PAGE>

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  between 10 and 30 days of the
invoice  date. We apply  collections  in  accordance  with  customer  remittance
advices  or to  the  oldest  outstanding  invoice  if no  remittance  advice  is
presented with payment. Our overall receivables are approximately 17 days.

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

         DISTRIBUTION RIGHTS

         The  Company   intends  to  perform  its  annual   impairment  test  of
distribution rights acquired with the 2006 acquisition of the remaining interest
in NuVim Powder, LLC. Such impairment testing will be performed pursuant to SFAS
No. 142 using a fair value  approach.  In the event this  testing  results in an
impairment  of the  distribution  rights the Company  could have a right down of
these rights and that right down could be material.

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

FACTORS AFFECTING OPERATING RESULTS

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

                                       25
<PAGE>

WE WILL NEED TO RAISE ADDITIONAL CAPITAL.

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

         During  the  first  four  months of 2007,  NuVim  raised a net total of
$688,000 from European  Institutional and United States accredited investors and
obtained an additional about $49,100 of services in exchange for common stock.

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

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

         In their report in connection with our 2006 financial  statements,  our
auditors  included  an  explanatory  paragraph  stating  that,  because  we have
incurred  net  losses  and have a net  capital  deficiency  for the years  ended
December 31, 2005 and 2006, and as of March 31, 2007 (unaudited).  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

                                       26
<PAGE>

operations  or to secure  additional  financing as needed,  we will  continue to
experience the risk that we will not be able to continue as a going concern.

         We have  not  had  sufficient  capital  to  operate  our  business  for
approximately  three years, and as a result, we have negotiated extended payment
terms on approximately $987,000 of notes payable,  shareholder loans and accrued
interest which are due and payable upon receipt of additional financing.

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

OUR LIMITED OPERATING HISTORY MAKES EVALUATION OF OUR BUSINESS DIFFICULT.

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

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

         Since our inception in 1999, we have incurred net losses in every year,
including  net  losses of  $2,396,902  for the year  ended  December  31,  2005,
$1,778,959  for the year ended  December  31,  2006 and  $281,183  for the three
months ended March 31,  2007.  We had a working  capital  deficit of $259,441 at
March 31,  2007 as  compared  with  $506,292  as of  December  31, 2006 and have
negative cash flows from operations. As a result of ongoing operating losses, we
also had an accumulated  deficit of $22,305,203 and a  stockholders'  deficit of
$1,299,257  at March 31, 2007.  We expect to incur losses until at least through
2007 and may never  become  profitable.  We also expect that our  expenses  will
increase  substantially  for the  foreseeable  future as we seek to  expand  our
product line and sales and distribution network,  implement internal systems and
infrastructure  and comply with the legal,  accounting and corporate  governance
requirements  imposed upon public companies.  These ongoing financial losses may
adversely affect our stock price.

OUR  CONTINUED  PROGRESS  DEPENDS OF  CONSUMER  ACCEPTANCE  OF THE  REFORMULATED
BEVERAGE

         In the first quarter of 2007, NuVim introduced a reformulated  beverage
and began producing it at a new plant.  Although the new  formulation  maintains
the same taste,  reduces  calories  per serving from 70 to 45,  eliminates  High
Fructose Corn Syrup, as an ingredient,  and introduces  NutraFlora(R)  an active
ingredient with more, and more recent, clinical support for

                                       27
<PAGE>

its improvement of mineral  absorption,  particularly  the calcium and magnesium
necessary for bone strength,  reinforcing  the immune system,  our consumers may
not all continue to enjoy the NuVim(R) beverages and new customers  attracted by
the reduced sugar and calories and the improved  health benefits may not replace
all the old customers lost because of the changes.

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

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

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

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

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

OUR BUSINESS MAY SUFFER FROM LACK OF DIVERSIFICATION.

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

                                       28
<PAGE>

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

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

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

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

GOVERNMENT REGULATION MAY ADVERSELY AFFECT OUR BUSINESS.

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

                                       29
<PAGE>

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.

ITEM 3.  CONTROLS AND PROCEDURES.

         Mr.  Kundrat,  NuVim's  Chief  Executive  Officer  and Chief  Financial
Officer,

                                       30
<PAGE>

evaluated  the  effectiveness  of the design  and  operation  of its  disclosure
controls  and  procedures  as defined in Exchange Act Rule  13a-15(e).  The term
"disclosure  controls  and  procedures,"  as  defined  in  Rules  13a-15(e)  and
15d-15(e) under the Securities  Exchange Act of 1934, as amended,  (the Exchange
Act) means  controls  and other  procedures  of a company  that are  designed to
ensure that this information is recorded,  processed,  summarized,  and reported
within the time  periods  specified  in the SEC's  rules and  forms.  Disclosure
controls and procedures include controls and procedures  designed to ensure that
information  required to be  disclosed by a company in the reports that it files
or  submits  under the  Exchange  Act is  accumulated  and  communicated  to the
company's management,  including its principal executive and principal financial
officers,   as  appropriate  to  allow  timely  decisions   regarding   required
disclosure.   Based  upon  their  evaluation  of  its  disclosure  controls  and
procedures,  the Company's chief executive and the chief financial  officer have
concluded that, as of March 31, 2007 and as of the date of filing, the controls,
and procedures were effective at a reasonable  assurance level and will continue
to operate as designed.

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

                                       31
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

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

Sales of Common Stock for Cash

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

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

         At the end of the first quarter,  NuVim  received  $300,000 to purchase
1,000,000  shares of common  stock from  Julius Baer  Multistock  SICAV US Stock
Fund, a European  Institutional  Investor,  at a price of $.30 per share.  NuVim
paid a commission of $30,000 to Continental  Advisors SA in connection with this
sale.  In  addition,  Continental  Advisors SA received  $9,000 for its expenses
without  accounting for it. The purchaser  represented in writing that it was an
accredited  investor and it agreed in writing to  restrictions  on resale placed
with the NuVim's transfer agent and the printing of a legend on its certificate.
Because of these  factors,  this sale was  exempt  from  registration  under the
Securities  Act as not  involving a public  distribution  under section 4(2) and
4(6).

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

         Also in  April,  Montalcino,  S.A.,  a  Luxemburg  based  mutual  fund,
purchased  100,000 shares for $30,000,  a price of $.30 per share.  NuVim paid a
commission of $3,000 to
                                       32
<PAGE>

Continental  Advisors SA in connection with this sale. In addition,  Continental
Advisors  SA  received  $900 for its  expenses  without  accounting  for it. The
purchaser  represented  in writing  that it was an  accredited  investor  and it
agreed in writing to  restrictions  on resale  placed with the NuVim's  transfer
agent and the printing of a legend on its certificate. Because of these factors,
this sale was exempt from registration under the Securities Act as not involving
a public distribution under section 4(2) and 4(6)..

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

Common Stock issued for Debt and Unpaid Compensation Conversions

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

         On March 14, 2007,  NuVim issued  100,000 shares of common stock to Mr.
Kundrat in lieu of the remaining  $32,000  remain  unpaid on his 2006  executive
bonus.  He agreed in writing to  restrictions  on resale placed with the NuVim's
transfer agent and the printing of a legend on its certificate. Because of these
factors  and  his  relationship  to the  company,  this  sale  was  exempt  from
registration  under the  Securities  Act as not involving a public  distribution
under section 4(2) and 4(6).

Common Stock Issued for Services

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

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

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

                                       33
<PAGE>

         March 14, 2007 NuVim issued  15,000 shares of common stock for services
relating to its corporate presentation  materials.  The services have a value of
approximately  $5,700.  He agreed to  restrictions  on  resale  placed  with the
NuVim's transfer agent and the printing of a legend on its certificate.  Because
of these factors,  this sale was exempt from  registration  under the Securities
Act as not involving a public distribution under section 4(2) and 4(6).

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None in the third quarter 2006

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS

(a)   Current Reports on Form 8-K:  Filed on March 12, 2007 reporting item 3.02.

(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.

                                       34
<PAGE>

                                   SIGNATURES

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

                                             NUVIM, INC.


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


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

                                       35