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

                                    FORM 10-Q

     (Mark One)

     /X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         ECHANGE ACT OF 1934
                         For the quarterly period ended March 31, 2008
                                                or
     / / TRANSITION REPORT UNDER SECTION 13 OR 15(d) of the SECURITIES
         EXCHANGE ACT OF 1934
                   For the Transition Period from             to

                          Commission File No. 000-50508
                                             ----------

                                 NUVIM(R), INC.
             (Exact name of registrant as specified in its charter)

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

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

                                 (201) 556-1010
                           (Issuers Telephone Number)

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

Indicate by a check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

   -----------------------------------------------------------------------------
    Large accelerated filer      / /         Accelerated filer             / /
   -----------------------------------------------------------------------------
    Non-accelerated filer        / /         Smaller reporting company     /X/
   -----------------------------------------------------------------------------

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, 2008,  16,247,959 shares of the  registrant's Common Stock, par  value
$0.00001 per share, were outstanding.
<PAGE>

                                   NUVIM, INC.

                          Quarterly Report on Form 10-Q

                      Quarterly Period Ended March 31, 2008

                                Table of Contents

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

Item 1. Financial Statements (Unaudited)
Balance Sheet - March 31, 2008 (Unaudited) and December 31, 2007 (Audited)                 3
Statements of Operations - For the three ended March 31, 2008 and 2007 (Unaudited)         4
Statement of Changes in Stockholders' Deficit for the three months ended March 31, 2008
(Unaudited)                                                                                5
Statements of Cash Flows for the three months ended March 31, 2008 and 2007 (Unaudited)    6
Notes to Financial Statements (Unaudited)                                                  7
Item 2. Management's Discussion and Analysis or Plan of Operation                         11
Item 3. Quantitative and Qualitative Disclosures about Market Risk                        20
Item 4T. Controls and Procedures                                                          20

PART II - Other Information
Item 1. Legal Proceedings                                                                 22
Item 1A. Risk Factors                                                                     22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                       27
Item 3. Defaults upon Senior Securities                                                   28
Item 4. Submission of Matters to a Vote of Security Holders                               28
Item 5. Other Information                                                                 28
Item 6. Exhibits                                                                          28
Signatures                                                                                30
</TABLE>

                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

                                   NUVIM, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                               March 31,        December 31,
                                                                             -------------------------------
                                                                                 2008               2007
                                                                             ------------       ------------
                                                                              (unaudited)
<S>                                                                           <C>                <C>
                          ASSETS
Current Assets:
   Cash and cash equivalents                                                       $8,643            $14,814
   Accounts receivable, net                                                        17,895             17,594
   Inventory                                                                      225,727            205,456
   Prepaid expenses and other current assets                                       45,802             28,620
                                                                             ------------       ------------
      Total Current Assets                                                        298,067            266,484
                                                                             ------------       ------------
Equipment and furniture, net                                                          -                   54
Deposits and other assets                                                           6,206              6,206
Distribution rights                                                                90,400             90,400
                                                                             ------------       ------------
      TOTAL ASSETS                                                               $394,673           $363,144
                                                                             ============       ============

           LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Bank line of credit                                                            $49,263            $46,663
   Advance from Officer                                                            25,000                -
   Current portion of accounts payable                                            451,815           $386,165
   Accrued expenses                                                               103,273            117,094
   Accrued compensation                                                            77,250            373,533
   Rescinded series B offering payable                                             18,920             18,920
   Senior notes payable - related parties, net of unamortized discount of
      $3,495 at March 31, 2008 and $11,619 at Decemer 31, 2007                    496,505            488,381
   Accrued interest - senior notes payable - related parties                      219,160            209,160
   Stockholder loans - subordinated covertable promissory notes                   150,000            150,000
   Accrued interest stockholder loans                                              36,770             33,770
   Other notes payable, net of unamortized discount of $4,250 at
      March 31, 2008 and $5,100 at December 31, 2007                              115,750            114,900
   Accrued Interest - other notes payable                                          37,917             35,518
                                                                             ------------       ------------
      TOTAL CURRENT LIABILITIES                                                 1,781,623          1,974,104

Long-term Debt
   Accrued compensation                                                           352,283                -
   Accounts payable, net of current portion                                       206,429            206,429
                                                                             ------------       ------------
      TOTAL LONG-TERM DEBT                                                        558,712            206,429
                                                                             ------------       ------------

TOTAL LIABILITIES                                                               2,340,335          2,180,533

Commitments and Contingencies

Stockholders' Deficit:
   Common Stock, 120,000,000 shares authorized, $.00001 par value,
      15,444,900 shares issued and outstanding at March 31, 2008 and
      14,740,782 shares issued and outstanding at December 31, 2007                   154                147
   Additional paid-in capital                                                  21,814,404         21,655,862
   Accumulated deficit                                                        (23,760,220)       (23,473,398)
                                                                             ------------       ------------

Total Stockholders' Deficit                                                    (1,945,662)        (1,817,389)
                                                                             ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                      $394,673           $363,144
                                                                             ============       ============
</TABLE>

                                        3
<PAGE>

                                   NUVIM, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                               Three Months Ended March 31,
                                                               ----------------------------
                                                                  2008              2007
                                                               -----------      -----------
                                                               (unaudited)
<S>                                                            <C>              <C>
Gross sales                                                      $183,983         $328,133
Less: discounts, allowances and promotional payments               58,991           87,311
                                                               ----------       ----------
Net sales                                                         124,992          240,822

Cost of sales                                                     104,529          168,945
                                                               ----------       ----------
Gross profit                                                       20,463           71,877

Selling, general and administrative expenses                      276,455          332,410
                                                               ----------       ----------
Loss from operations                                             (255,992)        (260,533)

Other Income (Expense):
  Interest expense                                                (30,830)         (20,650)
                                                               ----------       ----------
     Total other income (expense) - net                           (30,830)         (20,650)
                                                               ----------       ----------
Net loss before income tax benefit                               (286,822)        (281,183)
                                                               ----------       ----------
Net loss                                                        ($286,822)       ($281,183)
                                                               ==========       ==========

Basic and diluted loss per share                                   ($0.02)          ($0.02)
                                                               ==========       ==========
Weighted average number of common shares
   outstanding - basic and diluted                             14,858,135       12,578,491
                                                               ==========       ==========
</TABLE>

                                        4
<PAGE>

                                   NUVIM, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                    FOR THE THREE MONTHS ENDED MARCH 31, 2008
                                   (unaudited)

<TABLE>
<CAPTION>
                                            Common Stock                   Additional                             Total
                                            -------------------------        Paid-In         Accumulated       Shareholders'
                                               Shares         Amount         Capital          Deficit            Deficit
                                            -----------       -------      -----------      -------------      ------------
<S>                                          <C>               <C>         <C>              <C>                <C>
Balance at December 31, 2007                 14,740,782          $147      $21,655,862      ($23,473,398)      ($1,817,389)

Stock sold to accredited investors, net         294,118             3           49,997            -                 50,000
Stock issued for services                       410,000             4           81,996            -                 82,000
Employee stock based compensation                -                 -            26,549            -                 26,549
Net Loss                                         -                 -            -               (286,822)         (286,822)
                                            -----------       -------      -----------      -------------      ------------
Balance at March 31, 2008                    15,444,900          $154      $21,814,404      ($23,760,220)      ($1,945,662)
                                            ===========       =======      ===========      =============      ============
</TABLE>

                                        5
<PAGE>

                                   NUVIM, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                               Three Months Ended March 31,
                                                               ----------------------------
                                                                  2008             2007
                                                               -----------      ----------
                                                               (unaudited)
<S>                                                            <C>              <C>
Cash Flow From Operating Activities:
   Net loss                                                    ($286,822)       ($281,183)
   Adjustment to reconcile net loss to net cash used in
operating activities:
   Depreciation                                                       54              226
   Amortization of debt discount on notes payable                  8,974            5,250
   Stock issued for services                                      82,000           36,100
   Employee stock based compensation                              26,549           14,275
   Stock issued for compensation                                     -             46,583
   Provision for sales returns                                    58,991           87,311

Changes in Operating Assets and Liabilities:
   Accounts receivable                                           (59,292)         (87,258)
   Inventory                                                     (20,271)           9,382
   Prepaid expenses and other assets                             (17,182)            (588)
   Accounts payable                                               65,650           44,091
   Accounts payable and accrued expenses - related party             -            (28,606)
   Accrued expenses                                              (13,821)          26,980
   Accrued compensation                                           56,000           (9,783)
   Accrued interest                                               15,399           15,400
                                                               ---------        ---------
      Net Cash Used in Operating Activities                      (83,771)        (121,820)
                                                               ---------        ---------

Cash Flow From Financing Activities:
   Related party advance                                          25,000              -
   Bank borrowings                                                 2,600              -
   Net proceeds from issuance of common stock                     50,000          419,200
                                                               ---------        ---------
      Net Cash Provided by Financing Activities                   77,600          419,200
                                                               ---------        ---------

(Decrease) Increase in Cash and Cash Equivalents                  (6,171)         297,380
Cash and Cash Equivalents at Beginning of Year                    14,814           55,472
                                                               ---------        ---------
Cash and Cash Equivalents at End of Period                        $8,643         $352,852
                                                               =========        =========
</TABLE>

                                        6
<PAGE>

                                   NUVIM, INC.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BUSINESS AND BASIS OF PRESENTATION

A. BUSINESS

NuVim,  Inc. (the  "Company") markets  and distributes  ready to  drink  dietary
supplement beverages and powder mixes, which enhance the immune system,  promote
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 $286,822  and $281,183 for the
three  months  ended March  31,  2008 and  2007,  respectively. Management  also
expects operating losses to continue in 2008. The Company's continued  existence
is  dependent upon  its ability  to secure  adequate financing  to fund   future
operations  and  commence  profitable  operations.  To  date,  the  Company  has
supported its activities through borrowings and equity investments. During 2007,
the  Company  raised  net  proceeds  of  $683,000  through  the  sale  of equity
securities.  During 2008, the company has raised approximately $75,000 from  the
sale of its equity securities.

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

C. BASIS OF PRESENTATION

The unaudited  financial statements  included herein  have been  prepared by the
Company pursuant  to the  rules and  regulations of  the Securities and Exchange
Commission.  Accordingly,  they  do  not  include  all  of  the  information and
footnotes required  by accounting  principles generally  accepted in  the United
States  for  complete  financial  statements.  The  unaudited  interim financial
statements as of March 31, 2008 and 2007 reflect all adjustments (consisting  of
normal recurring accruals) which, in the

                                        7
<PAGE>

opinion of management, are considered  necessary for a fair presentation  of its
financial position as of March 31, 2008  and as of the result of its  operations
and its cash flows for the periods ended March 31, 2008 and 2007.

The Unaudited Statements of Operations for the three months ended March 31, 2007
and 2008 are not necessarily indicative of results for the full year.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

A. Net Loss Per Share

Basic loss per share  has been calculated using  the weighted average number  of
common shares outstanding in accordance with FASB 128 "Earnings Per Share."  All
potentially   dilutive   securities,  including   options,   convertible  notes,
convertible preferred  stock and  warrants have  been excluded  as common  stock
equivalents and diluted loss per share has not been presented as such securities
are antidilutive due  to the Company's  net loss for  all periods presented.  At
December 31,  2007 and  March 31,  2008, the  Company had  warrants to  purchase
7,013,800 and 7,185,859 shares of common stock, respectively, and employee stock
options to purchase 3,746,147 shares  of common stock outstanding which  are not
included in the calculation.

B. USE OF ESTIMATES

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

C. Reclassifications

Certain reclassifications were  made to the  presentation of the  2008 financial
statements  in  order  to  conform  to  the  2007  financial  statements.   Such
reclassifications had no effect on the prior year's results of operations.

                                        8
<PAGE>

D. Stock-Based Compensation

The  Company  adopted  SFAS  No. 123R, "Share  Based  Payments."  SFAS  No. 123R
requires  companies  to expense  the value of employee stock options and similar
awards and applies to all outstanding and vested stock-based awards.

In computing  the impact, the fair value of each option is estimated on the date
of grant  based on the  Black-Scholes  options-pricing  model  utilizing certain
assumptions  for a risk  free interest  rate; volatility; and expected remaining
lives  of the  awards. The  assumptions  used  in calculating  the fair value of
share-based  payment  awards represent  management's  best  estimates, but these
estimates  involve  inherent  uncertainties  and the  application  of management
judgment.  As  a result, if  factors  change  and  the  Company  uses  different
assumptions,  the Company's stock-based compensation expense could be materially
different  in the future.  In  addition, the Company is required to estimate the
expected forfeiture rate and only recognize expense for those shares expected to
vest. In  estimating  the  Company's  forfeiture  rate, the Company analyzed its
historical  forfeiture  rate, the  remaining  lives of unvested options, and the
amount  of vested  options as  a percentage of total options outstanding. If the
Company's  actual  forfeiture rate is materially different from its estimate, or
if the Company  reevaluates  the forfeiture  rate in the future, the stock-based
compensation expense could be significantly different from what we have recorded
in the current period. The impact of applying SFAS No. 123R approximated $26,549
in compensation  expense for the three months ended March 31, 2008.  Such amount
is  included  in  general  and  administrative  expenses  on  the  statement  of
operations.

E. Recent Accounting Pronouncements

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

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

NOTE 3 - STOCKHOLDERS' DEFICIT

B. Sales for Cash

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

C. Stock Issued for Services

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

                                        9
<PAGE>

NOTE 6 - 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,  2008  and 2007,
respectively.

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

In  March  2008  an  officer  of  the  Company  deferred  $352,283  of   accrued
compensation to be paid no earlier than January 2010.

NOTE 7 - SUBSEQUENT EVENTS

A. STOCK ISSUED IN PAYMENT OF ACCOUNTS PAYABLE

In April 2008, the Company entered into an agreement to issue 656,000 shares  of
common  stock and  a $20,000  note payable  due on  January 15th,  2009 for  the
satisfaction of a $184,000 trade payable.

In April  2008, the  Company issued  147,059 shares  of common  stock and  7,029
warrants to purchase shares  of common stock at  $.25 each to an  individual for
$25,000 in cash.

                                       10
<PAGE>

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

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

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

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

  o business strategies, including any expansion into new products;

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

  o potential growth opportunities; and

  o the effects of competition.

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

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

Overview

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

                                       11
<PAGE>

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

       During the third quarter of 2007,  we began production of a shelf  stable
version of our beverages in the same flavors as the chilled versions. Offered in
single serve 12 ounce bottles, distribution is targeted primarily to, K  through
12 school  systems, colleges,  and hospital  and business  cafeteriass. Selected
convienence store groups will be a secondary target. NuVim(R)'s breakthrough  is
the  result  of  three  years  work to  develop  a  shelf  stable  product which
duplicates the great taste of the refrigerated products and brings the  consumer
the same wonderful health benefits.

       As  the   products  are   introduced  to   the  schools,   colleges,  and
business/hospital cafeterias  it is  expected that  they will  be met  with high
acceptance as a  contribution to curbing  obesity and diabetes,  conditions that
have  reached  epidemic proportions.  Because  the limited  number  of beverages
selections offered in these points of distribution the ability for NuVim to gain
consumer awareness and trial is much higher and at less marketing costs then  it
would be in outlets where the number of single serve beverages offered is  much,
much greater. For instance in a large convenience store the number of  beverages
offered could exceed 300 versus a school, college or hospital/business cafeteria
where the total number of beverages in the cooler would be only 10 or 12.

       The  US  has over  5,500  hospitals with  5  million employees  including
700,000 physicians.  There are 41 million  students in K through 12 and  over 35
million  students  in high  schools  and colleges.  These  institutions are  the
initial targets on which NuVim(R)  will focus its network of  commissioned sales
representatives.

       We focus on  developing the NuVim(R)  brand through a  mix of advertising
and  promotional  programs  that  build  consumer  awareness,  trial  and repeat
purchases.   The  marketing   consists  of   television  advertising   newspaper
advertising/advertorials,  product  sampling,  coupon  distribution, promotional
price discounts, and a newly  formed consumer NuVim(R) e-mail health  newsletter
that  is  distributed  to  consumers  throughout  the  US  every  three   weeks.
NutraFlora(R) through their public relations firm is also developing and  airing
news segments that  include NuVim(R)'s health  benefits. The television  program
Eye On America hosted by Greg  Gumbel featuring NuVim products and their  health
benefits is scheduled to air nationally and regionally during May and June.  The
NuVim  segment  on Eye  On  America includes  interviews  from nationally  known
nutritional experts Ruth Carey and Coni Francis.

       Each marketing program adds to building the brand and these  expenditures
are essential

                                       12
<PAGE>

to maintain the distribution and build  the NuVim(R) brand. We continue to  test
various ways to find the most cost efficient means to use our marketing funds to
increase consumer awareness, trial and  repeat purchases. We believe that  these
advertising and promotional activities are  critical to the long term  growth of
our business and expect to continue these programs in the future.

       We have distributed  our refrigerated beverages  since the year  2000 and
are in approximately  1,500 Supermarkets in  the Eastern United  States. In late
2003 we began a test program with  a single Wal-Mart supercenter. We are now  in
distribution  in approximately  120 Wal-Mart  supercenters in  Florida. We  have
recently lost  a portion  of the  Wal-Mart business  due to  lack of  funding to
support the marketing programs.

       In the second quarter of  2008 we began distribution of  our refrigerated
beverage  in  US  Military  Base  Commissaries.  There  are  approximately   170
commissaries in the  United States, each  serving a US  Military Base. In  April
2008,  we  made our  first  shipments to  two  distribution centers  serving  51
commissaries. These stores,  which serve as  the supermarket for  our active and
retired military  personnel and  their families,  now stock  all three  NuVim(R)
flavors in 64 ounce  containers. We will back  up this opportunity with  on site
sampling and couponing.

       We  continue  to  sell  to high  potential  retailers  like  Wal-Mart and
regional supermarket chains and seek other avenues of high volume and profitable
business   like   the   military   troop   feeding,   schools,   colleges    and
hospital/business groups.

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

       We have launched  an equity funded  print news media  campaign to educate
consumers about  the benefits  of NuVim(R)  and create  market awareness for our
product. The media program which began in January 2006 and will continue through
the second  quarter of  2008 or  until the  contracted amount  of the  newspaper
features has been completed.

       We have produced a 30  second television commercial for the  refrigerated
products, a  60 second  television commercial  for the  powder product  and a  5
minute  educational  video  for  the  product  and  will  air  these commercials
throughout 2007  through Platinum  Television Group  headquartered in  Deerfield
Beach Florida.  The commercials  run every  week in  selected markets on tightly
targeted television programs. Platinum Television airs these commercials as part
of our  2005 stock  deal and  our on  going relationship  with them.  We have  a
commitment from PTG to air approximately 1,100 of these commercials during 2008.

       In 2008 we have had no funds to support product sampling and  advertising
programs, which we believe  are critical to maintain  and increase sales of  our
products. Therefore, we will need funds  to focus 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

                                       13
<PAGE>

for additional marketing programs.

       Our focus is to push forward in eight areas:

   o   Increase the sales per store in existing Wal-Mart supercenters.
   o   Increase the number of Wal-Mart distribution centers stocking the
       NuVim(R) 64 ounce size.
   o   Increase the business with the current profitable supermarket chain store
       groups.
   o   Successfully test in 51 authorized military commissaries with the goal of
       getting distribution of the 64 ounce product in all 170 commissaries in
       the United States and those in Europe and the Pacific Rim.
   o   Work with the Department of Defense for using NuVim in troop feeding and
       veterans hospitals.
   o   Introduce our new shelf stable 12 ounce beverages in three varieties to
       the K through 12 school systems, colleges and universities, hospital/
       business cafeterias, health clubs, and selected convenience stores.
   o   Sell the shelf stable 12 ounce from the NuVim web-site store at a
       delivered price of approximately $2.75 per bottle (currently selling at
       www.nuvim.com)
   o   Increase sales of the powder mixes through the Company web-site,
       nutritional supplement retail chains and home shopping networks.
   o   Gain accesses to the food service markets with the shelf stable products
       through beer distributors and the independent non-alcoholic distributors.
   o   Open the export market to Asia and Mexico with the 12 ounce shelf stable
       products.

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

       We have produced a 30  second television commercial for the  refrigerated
products, a  60 second  television commercial  for the  powder product  and a  5
minute powder infomercial for the product  and plan to air these commercials  in
2008 in selected programs like Eye on America, The Health Forum, The Competitive
Edge and Today's Family.  The 30 second commercials  are aired monthly and  will
continue throughout  the year  1,100 times.  Eye on  America will  also run  a 5
minute segment featuring NuVim(R). The segment will air on CNN Headline news and
Region News Networks beginning in the second quarter. Exclusive interviews  with
nutrition experts Ruth  Carey R.D. LD  and Coni Francis  Ph.D. will discuss  the
lifetime benefits of drinking NuVim.

Sales Results

       The discussion below covers selected data regarding sales for the quarter
March 31, 2008 and  2007. 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.

                                       14
<PAGE>

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,
                                                        ------------------------
                                                           2008           2007
                                                           ----           ----
       Gross Cases Sold                                     9,975         17,654
       Gross Sales                                      $ 183,938      $ 328,133
       Net Sales                                        $ 124,992      $ 240,822

       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.

       9,975 cases sold represents  a decrease of 7,679,  or 44%, for the  three
months ended  March 31,  2008, when  compared to  the same  quarter in 2007. The
decrease  in the  number of  cases sold  is due  to the  decrease in   marketing
activities and  the reorganization  of distribution  in the  New York/New Jersey
market. During the same period last  year, we invested substantially more on  in
store marketing, especially in the Wal-Mart stores where we sampled most of  the
stores. However,  two Wal-Mart  distribution centers,  Arcadia and  Winterhaven,
where we first entered the business with Wal-Mart, maintained their sales levels
compared with last  year's first quarter  even though no  sampling was conducted
this quarter.

       During the first quarter we  also changed how we distribute  our products
in the New York/New Jersey market. The change will allow NuVim(R) to generate  a
profit contribution from  each case instead  of continually incurring  losses in
these  markets.  The  change  caused   a  disruption  in  New  York/New   Jersey
distribution  in the  first quarter  of 2008  which contributed  to the  overall
decrease in sales.  We expect profit  improvement in this  market in the  second
quarter.

       Sales at Giant Eagle, the largest account and oldest in the  Pennsylvania
market,  were  also  even  with last  year's  despite  no  substantial marketing
activity  this  year.  The  performance at  Giant  Eagle  and  the two  Wal-Mart
distribution  centers  mentioned above,  which  maintained year  to  year sales,
indicates that when marketing dollars are spent to build a base of consumers, we
are able to maintain  or enjoy increased sales  despite limited or no  marketing
dollars invested for at least a year after the base is built. But the base  must
be  built in  each new  area of  distribution. Once  again NuVim(R)  has  lacked
sufficient funding to build the base in all of newly opened markets at once.  As
a result, we struggle to maintain sales level in some of the markets.

                                       15
<PAGE>

Results of Operations

Results of operations for the three months ended March 31, 2008 compared to  the
three months ended March 31, 2007

      Gross Sales. For the three months  ended March 31, 2008, gross sales  were
$183,983 a  decrease of  $144,150 or  44% over  gross sales  of $328,133 for the
three months ended  March 31, 2007.  This 44% decrease  had several contributing
factors as described above in Unit Case Volume/Case Sales. 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, 2008, promotional allowances and discounts were $58,991, a decrease of
$28,320 from the promotional allowances  and discounts of $87,311 for  the three
months ended March 31, 2007.  This  44% decrease is a result of  funding delays.
Our inability to maintain sufficient support in the markets we opened last  year
contributed to  the reduced  sales in  the first  quarter. 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 was  14.7%  of sales  this
quarter versus 8% in the same quarter a year ago. This is due to decreased sales
during    the   period.    Total   Discounts,    Allowances   and    Promotional
payments/discounts as a percentage of  gross sales increased from 26.6%  for the
three months ended March  31, 2007 to 32%  for the three months  ended March 31,
2008. This is due to our attempts to maintain sales during the reorganization.

<TABLE>
<CAPTION>
                                               Three Months Ended       Increase
                                                    March 31,          (Decrease)   Percentage
                                              ------------------------------------------------
                                                2008         2007
                                              --------     --------
<S>                                           <C>          <C>         <C>           <C>
Discounts for timely payment                  $    935     $  2,487    $  (1,552)     (62.4)%
Product returned after its expiration date      27,098       27,577         (479)      (0.7)%
Promotional price allowances, coupons
and other incentives                            30,957       55,574      (24,617)     (44.3)%
Slotting fees                                    -0-          1,673       (1,673)    (100.0)%
                                              --------     --------    ----------    --------
Total Discounts, Allowances and
Promotional Payments                          $ 58,991     $ 87,311    $ (38,430)     (44.0)%
                                              ========     ========    ==========    ========
</TABLE>

       Net  Sales.  Net  sales  for  the three months  ended March 31, 2008 were
124,992, a  decrease  of $115,830, or  48%  below  net sales of $240,822 for the
three  months  ended  March 31, 2007.  The  decrease  in net  sales is primarily
attributable to the decrease in the promotion as discussed above.

                                       16
<PAGE>

       Cost of Sales. For the three  months ended March 31, 2008, cost  of sales
was $104,529 a decrease of $64,416 from the $168,945 Cost of Sales for the three
months ended March 31, 2007. The decrease is primarily the result of lower sales
in 2008.

       Gross Profit. Gross profit was  $20,463 for the three months  ended March
31, 2008,  a decrease  of $51,414  from the  $71,877 gross  profit for the three
months ended March 31,  2007.  Gross profit as  a percentage of gross  sales was
11% for the three months ended March 31, 2008 compared to the 22% for the  three
months ended March 31, 2007. The decrease in gross profit percentage is a result
of maintaining  promotional efforts  during declining  sales and  the short term
effect on unit costs of distribution changes and low volume.

        Selling,  General  and  Administrative  Expenses.  Selling,  general and
administrative expenses were $276,455 for the three months ended March 31, 2008.
Selling,  general, and  administrative expenses  during the  three months  ended
March  31,  2007  were  $332,410 a  decrease  of  $55,955  or 17%.  Management's
continuing efforts to reduce  administrative overhead paid additional  dividends
in this quarter. The decrease in selling, general and administrative expenses is
primarily due to eliminating a full time Chief Financial Officer, full time Vice
President  of  Operations and  converting  all of  the  selling personnel  to  a
commission structure after the first quarter  of last year. 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.

       Loss from  Operations. Loss  from operations  was $255,992  for the three
months ended  March 31,  2008 compared  to $260,553  for the  three months ended
March 31, 2007. The  decrease of $4,561, or  2%, is due to  decreases in selling
and administration sufficient to partially  offset the sales declines. Also,  as
discussed below in Liquidity and Capital Resources, cash consumed.

      Interest Expense. Interest expense was $30,830 for the three months  ended
March 31, 2008; an increase of $10,180 or 49%, from interest expense of  $20,650
for the three months ended March  31, 2007. The increase in interest  expense is
primarily attributable the debt discount on the notes payable and increased  use
of NuVim's bank line of credit.

      Net Loss. Net loss was $286,822 for the three months ended March 31,  2008
compared to $281,183 for the three  months ended March 31, 2007, an  increase of
$5,639 because the  decrease in administrative  and selling costs  was offset by
the decrease in gross profit.

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 2008, NuVim has  raised a net of $75,000 in  new working
capital through  the sale  of common  stock and  has  obtained  services  valued
at approximately $82,000 in exchange for 410,000 shares of its common stock.

                                       17
<PAGE>

       We have participated in the New Jersey Economic development Authority Tax
Transfer program for the  past 5 years and  will again this year.  Approximately
$175,000 was received  from this program  in December of  2007. We have  already
applied for the  2008 program. In  addition we are  reviewing a Federal  program
which may reimburse us for our research and development expenses.

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

       Net cash used  in operating activities  for the three  months ended March
31, 2008 was $83,771 compared to  cash used in operating activities of  $121,820
during  the  same  period  in  2007. The  decrease  in  cash  used  by operating
activities during the first three  months of $38,771 was primarily  attributable
to lower administrative expense.

       $77,600  was provided  by financing  activities during  the three  months
ended March  31, 2008  compared with  $419,201 provided  during the three months
ended March 31, 2007.  In 2007, we conducted  a private placement of  our common
stock.

Application of Recent and Critical Accounting Policies and Pronouncements

Recent Accounting Pronouncements

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

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

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

Critical Accounting Estimates

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

                                       18
<PAGE>

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 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

                                       19
<PAGE>

believe   will ultimately   be collected.   In addition   to specific   customer
identification  of potential  bad debts,  bad debt  charges are recorded   based
on  our  recent  past history   and an  overall assessment  of  past  due  trade
accounts receivable outstanding.  We also  estimate the  amount of  credits  for
product  placement,  promotion  and  expired  product that  are expected  to  be
issued for product sold based on  an evaluation of historical trends and  record
an allowance when the sale is recorded.

       Inflation

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

       Off-Balance Sheet Transactions

       At March 31, 2008, we did not have any relationships with  unconsolidated
entities  or  financial partnerships,  such  as entities  often  referred to  as
structured  finance  or  special   purpose  entities,  which  would   have  been
established for the  purpose of facilitating  off-balance sheet arrangements  or
other contractually narrow or limited purposes.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4T. Controls and Procedures.

       (a)   Evaluation of Disclosure Controls and Procedures

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

                                       20
<PAGE>

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

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

       (c)   Changes in Internal Control over Financial Reporting

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

                                       21
<PAGE>

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

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

We Will Need to Raise Additional Capital.

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

       During 2007,  NuVim raised  a net  total of  about $684,000 from European
Institutional and United States accredited investors and obtained an  additional
$109,600 of services in exchange for common stock.

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

Our Auditors Have  Substantial Doubt About  Our Ability To  Continue As A  Going
Concern.

                                       22
<PAGE>

       In  their  report  in  connection  with  our  2007  and  2006   financial
statements, both our  auditors included an  explanatory paragraph stating  that,
because we have incurred  net losses and have  a net capital deficiency  for the
years ended December  31, 2006 and  2007, there is  substantial doubt about  our
ability to continue as a going concern.  The extension of all debt to a  payable
date  of  January 15,  2009  does alleviate  the  immediate debt  concerns.  Our
continued existence will depend in  large part upon our ability  to successfully
secure  additional  financing  to fund  future  operations.  Our initial  public
offering was not sufficient to completely alleviate these concerns; the proceeds
have  been adequate  to fund  operations to  date, but  we will  need to   raise
additional  funding  to continue  operations.  If we  are  not able  to  achieve
positive cash flow from operations or to secure additional financing as  needed,
we will continue to experience the risk that we will not be able to continue  as
a going concern.

Our Limited Operating History Makes Evaluation Of Our Business Difficult.

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

We Have A History Of Losses And We  Expect To Continue To Operate At A Loss  For
The Foreseeable Future.

       Since our inception in 1999, we  have incurred net losses in every  year,
including net  losses of  $1,778,959 for  the year  ended December  31, 2006 and
$1,449,378  for the  year ended  December 31,  2007. We  had a  working  capital
deficit of  $675,891 at  December 31,  2007 and  have negative  cash flows  from
operations. As a result of ongoing operating losses, we also had an  accumulated
deficit of  $23,473,398 and  a stockholders'  deficit of  $1,817,389 at the same
date.  We  expect to  incur losses  until at  least through  2007 and  may never
become  profitable.  We  also  expect  that  our  expenses  will  not   increase
substantially for the foreseeable future as  we seek to expand our product  line
and   sales   and   distribution  network,   implement   internal   systems  and
infrastructure and comply  with the legal,  accounting and corporate  governance
requirements imposed upon public companies.

Our  Continued  Progress  Depends Of  Consumer  Acceptance  of the  Reformulated
Beverage

       In the first  quarter of 2007,  NuVim introduced a  reformulated beverage
and began producing it  at a new plant.  Although the new formulation  maintains
the same taste, reduces.

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<PAGE>

calories per serving from 70 to  45, eliminates High Fructose Corn Syrup,  as an
ingredient, and  introduces NutraFlora(R)  an active  ingredient with  more, and
more  recent,  clinical  support  for  its  improvement  of  mineral absorption,
particularly the calcium and magnesium necessary for bone strength,  reinforcing
the immune  system, our  consumers may  not all  continue to  enjoy the NuVim(R)
beverages and new customers attracted by the reduced sugar and calories and  the
improved health benefits may not replace  all the old customers lost because  of
the changes.

Our Business Depends On The Acceptance Of Our Products In Both Existing And  New
Marketing Areas.

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

       We can give no assurance that  we will expand into new geographic  areas.
It is unlikely that  we will achieve profitability  in 2008, but possibly  could
achieve profitability on a monthly basis toward the end of next year.

Consumers Who Try Our Products May Not Experience The Health Benefits We  Claim,
Which May Cause Them To Discontinue Using Our Products.

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

Our Business May Suffer From Lack Of Diversification.

       Our business is centered  on nutritional beverages. The  risks associated
with focusing on  a limited product  line are substantial.  If consumers do  not
accept our products or  if there is a  general decline in market  demand for, or
any significant decrease  in, the consumption  of nutritional beverages,  we are
not financially or operationally capable of introducing alternative

                                       24
<PAGE>

products within  a short  time frame.  As a  result, such  lack of acceptance or
market demand decline could  cause us to cease  operations. The addition of  our
new shelf stable products offers us a broader base of outlets to distribute  our
products  decreasing  our  total  dependence  on  the  refrigerated distribution
network.

Expansion Of Our Business Is Dependent On Our Ability To Expand Production.

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

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

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

Government Regulation May Adversely Affect Our Business.

       Our business is subject to government regulation, principally the  United
States Food and Drug Administration (the "FDA"), which regulates the processing,
formulation, packaging, labeling and advertising  of dietary products, and to  a
lesser extent, state governments,  where state attorneys general  have authority
to enforce their state consumer protection acts. Specifically, we are subject to
the Dietary Supplement and Health Education Act ("DSHEA"). Under DSHEA,  dietary
supplements are permitted to make "statements of

                                       25
<PAGE>

nutritional support" with notice to  the FDA, but without FDA  pre-approval. The
FDA does not allow  claims that a dietary  product may mitigate, treat,  cure or
prevent disease. There can be no assurance that at some future time the FDA will
not determine that the statement of nutritional support we make on our packaging
is a prohibited claim rather  than an acceptable nutritional support  statement.
Such a determination by the FDA would require deletion of the treatment, cure or
prevention of disease claim, or, if it  is to be used at all, submission  by our
company and  the approval  by the  FDA of  a new  drug application,  which would
entail costly  and  time-consuming  clinical  studies, or  revision to  a health
claim, which would require demonstration of substantiated scientific evidence to
support  such claim  and would  also consume  considerable  management  time and
financial resources.

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

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

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

       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

                                       26
<PAGE>

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

Sales of Common Stock for Cash

       In March 2008, NuVim  sold 294,118 shares of  common stock for $0.17  per
shares and issued five year warrants to purchase 147,059 shares of common  stock
at $0.25 per  share to an  individual. He agreed  in writing to  restrictions on
resale placed with the  NuVim's transfer agent and  the printing of a  legend on
its  certificate.  Because  of  these   factors,  this  sale  was  exempt   from
registration under  the Securities  Act as  not involving  a public distribution
under section 4(2) and 4(6). The proceeds were used for working capital.

       In April 2008, NuVim  sold 147,059 shares of  common stock for $0.17  per
shares and issued five year warrants  to purchase 73,530 shares of common  stock
at $0.25 per share to Doug Scott, one of its Directors. He agreed in writing  to
restrictions on resale placed with  the NuVim's transfer agent and  the printing
of a legend on its certificate.  Because of these factors, this sale  was exempt
from  registration  under  the  Securities   Act  as  not  involving  a   public
distribution under  section 4(2)  and 4(6).  The proceeds  were used for working
capital.

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

Common Stock Issued for Services

       In February 2008,  NuVim issued 100,000  shares to three  individuals for
investor  relations  services  valued  at $20,000.  Each  agreed  in  writing to
restrictions on resale placed with  the NuVim's transfer agent and  the printing
of a legend on its certificate.  Because of these factors, this sale  was exempt
from  registration  under  the  Securities   Act  as  not  involving  a   public
distribution under section 4(2) and 4(6).

       During  the  same month,  NuVim  issued 70,000  shares  to its  nutrition
consultant valued at  $14,000. She 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 2008, NuVim issued  40,000 shares to an individual  for investor
relations services  valued at  $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).

       Also in March 2008, NuVim  issued 100,000 and 50,000 shares  respectively
to Jamal Kibria  and Mark Alan  Siegel for their  services. These services  were
valued at $30,000. Mr.  Kibria works on product production and Mr. Siegel serves
as NuVim's Secretary and General

                                       27
<PAGE>

Counsel. Both have  agreed not to  sell their shares  before 2009. In  addition,
each agreed in writing to Securities Act restrictions on resale placed with  the
NuVim's transfer agent and the printing of a legend on its certificate.  Because
of these factors,  this sale was  exempt from registration  under the Securities
Act as not involving a public distribution under section 4(2) and 4(6).

       In the same month, NuVim issued 50,000 shares of common stock and a  five
year warrant to purchase 25,000 shares of common stock at $0.25 per share to  an
individual for services in connection with the structure of a private placement.
These services were valued at $10,000.  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).

       In early April, NuVim issued 656,000 shares of common stock and a $20,000
promissory  note to  settle outstanding  invoices for  accounting services.  The
accounting firm  agreed in  writing to  restrictions on  resale placed  with the
NuVim's transfer agent and the printing of a legend on its certificate.  Because
of these factors,  this sale was  exempt from registration  under the Securities
Act as not involving a public distribution under section 4(2) and 4(6).

Item 3. Defaults upon Senior Securities

None

Item 4. - Submission of Matters to Vote of Security Holders

None in the first quarter 2008

Item 5. Other Information

None

Item 6. Exhibits

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

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

Exhibit No.   Description

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

                                       28
<PAGE>

32.2          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
              Certification of the Chief Financial Officer pursuant to 18 U.S.C.
              Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
              Oxley Act of 2002.

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<PAGE>

                                   SIGNATURES

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

  NUVIM, INC.

  Date: May 15, 2008       By: /s/ RICHARD P. KUNDRAT
                               Richard P. Kundrat
                               Chief Executive Officer and Chairman of the Board
                               (Principal Executive Officer)

  Date: May 15, 2008       By: /s/ RICHARD P. KUNDRAT
                               Richard P. Kundrat
                               Chief Financial Officer
                               (Principal Financial and Accounting Officer)

                                       30