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

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

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ECHANGE
     ACT OF 1934
                  For the quarterly period ended June 30, 2006

                                       or

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) of the SECURITIES EXCHANGE
     ACT OF 1934
              For the Transition Period from _________to _________

                          Commission File No. 000-50508

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

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

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

                                 (201) 556-1010
                           (Issuers Telephone Number)

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

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

At August 10, 2006,  10,602,088  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 JUNE 30, 2006

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
Balance Sheet - June 30, 2006 (Unaudited)                                     3
Statements of Operations - For the three and
  six months ended June 30, 2006 and 2005 (Unaudited)                         4
Statement of Changes in Stockholders' Deficit for the
 six months ended June 30, 2006 (Unaudited)                                   5
Statements of Cash Flows for the six months ended June 30, 2006
 and 2005 (Unaudited)                                                         6
Notes to Financial Statements (Unaudited)                                     7
Item 2. Management's Discussion and Analysis or Plan of Operation            17
Item 3. Controls and Procedures                                              32

PART II - OTHER INFORMATION
Item 1. Legal Proceedings                                                    33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds          33
Item 3. Defaults upon Senior Securities                                      35
Item 4. Submission of Matters to a Vote of Security Holders                  35
Item 5. Other Information                                                    35
Item 6. Exhibits and Reports on Form 8-K                                     35
Signatures                                                                   36

                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

                                   NUVIM, INC.
                                  BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         JUNE 30, 2006
                                                                         -------------
<S>                                                                      <C>
                                     ASSETS
Current Assets:
Cash and cash equivalents                                                $      30,100
Accounts receivable, net                                                        69,482
Inventory                                                                      219,794
Prepaid expenses and other current assets                                      413,033
                                                                         -------------
Total Current Assets                                                           732,409

Equipment and furniture, net                                                     1,050
Deposits and other assets                                                        8,547
Distribution Rights                                                             90,000
                                                                         -------------
TOTAL ASSETS                                                             $     832,006
                                                                         =============

                      LIABILITIES AND STOCKHOLDERS DEFICIT

Current Liabilities:

Accounts payable                                                         $     865,009
Accounts payable and accrued expenses to related parties                        54,050
Accrued expenses                                                               130,874
Accrued compensation                                                           253,214
Stockholder loans - subordinated convertible loans                             200,000
Accrued interest stockholder loans                                              25,020
Senior notes payable - related parties                                         500,000
Accrued interest - senior notes payable - related parties                      149,160
Other note payable                                                             148,117
Rescinded Series B offering payable                                             18,920
                                                                         -------------
TOTAL LIABILITIES                                                            2,344,364

Comments and Contingencies
Stockholders' Deficit
Preferred Stock - 65,000,000 shares authorized:
Preferred Stock Series A, convertible, non cumulative, participating,
 par value $.00001 per share:
 4,875,850 shares designated, 0 issued and outstanding
Preferred Stock Series C, convertible, non cumulative, participating,
 par value $.00001 per share:
 50,000,0000 shares designated, 0 issued and outstanding
Common Stock, 120,000,000 shares authorized, $.00001 par value,
 10,602,008 shares issued and outstanding                                          107
Additional paid-in capital                                                  19,629,165
Accumulated deficit                                                        (21,141,630)
                                                                         -------------
Total Stockholders' Deficit                                                 (1,512,358)
                                                                         -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              $     832,006
                                                                         =============
</TABLE>

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

                                        3
<PAGE>

                                     NUVIM, INC.
                               STATEMENTS OF OPERATIONS
                                     (Unaudited)

<TABLE>
<CAPTION>
                                                                 FOR THE THREE MONTHS               FOR THE SIX MONTHS
                                                                       ENDED JUNE 30,                 ENDED JUNE 30,
                                                           --------------------------------    -------------------------------
                                                                2005              2006             2005               2006
                                                           -------------    ---------------    --------------    -------------
<S>                                                        <C>              <C>                <C>               <C>
Gross Sales                                                $     273,789    $       327,079    $      649,508    $     598,152
Less: Discounts, Allowances and Promotional Payments             124,835             21,707           291,678          116,559
                                                           -------------    ---------------    --------------    -------------
Net Sales                                                        148,954            305,372           357,830          481,593
Cost of Sales                                                    169,675            187,969           377,510          309,200
                                                           -------------    ---------------    --------------    -------------
Gross Profit (Loss)                                              (20,721)           117,403           (19,680)         172,393
Selling, General and Administrative Expenses                     517,364            491,399         1,054,055        1,004,072
                                                           -------------    ---------------    --------------    -------------
Loss from Operations                                            (538,085)          (373,996)       (1,073,735)        (831,679)
Other Income (Expense):
    Interest Expense                                            (210,077)           (36,473)         (388,879)         (73,538)
    Interest Income                                                  153                  -               153               45
Gain on Forgiveness of Accounts Payable                          148,525              8,803           148,525            8,803
                                                           -------------    ---------------    --------------    -------------
        Total Other Income (Expense) - Net                       (61,399)           (27,670)         (240,201)         (64,690)
                                                           -------------    ---------------    --------------    -------------
Net Loss Before Income Tax Benefit                              (599,484)          (401,666)       (1,313,936)        (896,369)
Income Tax Expense                                                (1,125)              (200)           (1,125)            (200)
                                                           -------------    ---------------    --------------    -------------
Net Loss                                                   $    (600,609)   $      (401,866)   $   (1,315,061)   $    (896,569)
                                                           =============    ===============    ==============    =============
Basic and Diluted Loss Per Share                           $       (0.33)   $         (0.04)   $       (1.18)    $       (0.13)
                                                           =============    ===============    ==============    =============
Weighted Average Number of Common Shares
 Outstanding - Basic and Diluted                               1,819,491          9,209,259         1,116,777        7,131,769
                                                           =============    ===============    ==============    =============
</TABLE>

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

                                        4
<PAGE>

                                   NUVIM, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 (UNAUDITED)

<TABLE>
<CAPTION>
                                                       Preferred Stock          Preferred Stock
                                                           Series A                  Series C                  Common Stock
                                                    -----------------------   -----------------------   --------------------------
                                                     Shares        Amount       Shares       Amount         Shares        Amount
                                                    ----------   ----------   ----------   ----------   -------------   ----------
<S>                                                          <C> <C>                   <C> <C>             <C>          <C>
Balance at Dec 31 2005                                       -   $        -            -   $        -       5,034,995   $       51

Stock Issued for Services                                    -            -            -            -          50,000            1
Stock Issued for Services                                    -            -            -            -           7,850            -
Employee Stock Based Compensation                            -            -            -            -               -
Stock Issued for Accounts Payable                            -            -            -            -         331,453            3
Stock Issued for Accrued Compensation                        -            -            -            -         854,455            9
Stock Issued for Loan Payable & Accrued Interest             -            -            -            -         107,631            1
Stock Issued for Services                                    -            -            -            -         385,704            4
Stock Sold to Accredited Investors, Net                      -            -            -            -       2,970,000           30
Stock Issued for Senior Notes                                -            -            -            -         335,000            3
Stock Issued for Services                                    -            -            -            -          75,000            1
Stock Issued for Purchase of Nuvim Powder, LLC                                                                450,000            4
Net Loss                                                     -            -            -            -               -            -
                                                    ----------   ----------   ----------   ----------   -------------   ----------
Balance at June 30, 2006                                     -   $        -            -   $        -      10,602,088   $      107
                                                    ==========   ==========   ==========   ==========   =============   ==========

<CAPTION>
                                                            Additional                          Total
                                                              Paid-In        Accumulated     Shareholders'
                                                              Capital          Deficit          Deficit
                                                           -------------    -------------    -------------
<S>                                                        <C>              <C>              <C>
Balance at Dec 31 2005                                     $  18,167,605    $ (20,245,061)   $  (2,077,405)

Stock Issued for Services                                         28,999                -           29,000
Stock Issued for Services                                          4,558                -            4,558
Employee Stock Based Compensation                                 65,000                -           65,000
Stock Issued for Accounts Payable                                110,581                -          110,584
Stock Issued for Accrued Compensation                            355,532                -          355,541
Stock Issued for Loan Payable & Accrued Interest                  37,630                -           37,631
Stock Issued for Services                                        139,173                -          139,177
Stock Sold to Accredited Investors, Net                          533,845                -          533,875
Stock Issued for Senior Notes                                     66,997                -           67,000
Stock Issued for Services                                         29,249                -           29,250
Stock Issued for Purchase of Nuvim Powder, LLC                    89,996                -           90,000
Net Loss                                                               -         (896,569)        (896,569)
                                                           -------------    -------------    -------------
Balance at June 30, 2006                                   $  19,629,165    $ (21,141,630)   $  (1,512,358)
                                                           =============    =============    =============
</TABLE>

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

                                        5
<PAGE>

                                   NUVIM, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2006
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        2005           2006
                                                                    ------------   ------------
<S>                                                                 <C>            <C>
Cash Flow From Operating Activities:
  Net Loss                                                          $ (1,315,061)  $   (896,569)
  Adjustment to reconcile net loss to net cash used in
  Depreciation                                                             9,376            452
  Beneficial conversions of notes payable                                 49,755              -
  Amortization of debt discount on notes payable                               -         14,029
  Stock issued for services                                                    -        201,985
  Employee stock based compensation                                            -         65,000
  Provision for sales returns                                            291,678        116,559
  Gain on forgiveness of accounts payable                               (148,525)        (8,803)

Changes in Operating Assets and Liabilities:
  Accounts receivable                                                   (284,994)      (150,642)
  Inventory                                                              (33,599)       (47,080)
  Prepaid expenses and other current assets                               14,067        (84,118)
  Accounts payable including related parties                            (124,288)       (45,450)
  Accrued compensation                                                   177,166        188,655
  Accrued expenses                                                       (28,082)      (167,871)
  Accrued interest                                                       333,632         45,610
                                                                    ------------   ------------
     Net Cash Used in Operating Activities                            (1,058,875)      (768,243)
                                                                    ------------   ------------

Cash Flow From Investing Activities:
  Purchase of equipment and furniture                                       (442)             -
                                                                    ------------   ------------
     Net Cash Used in Investing Activities                                  (442)             -
                                                                    ------------   ------------
Cash Flow From Financing Activities:
  Net proceeds from issuance of common stock                           1,577,466        533,875
  Reimbursement of, and reduction in deferred offering cost              441,243
  Payment of note payable                                                 (5,000)        (6,000)
  Proceeds of related party advances                                     (13,000)             -
  Proceeds from underwriter advance-related party                        200,000              -
  Repayment of underwriter advance-related party                        (200,000)             -
                                                                    ------------   ------------
     Net Cash Provided by Financing Activities                         2,000,709        527,875

Net change in Cash and Cash Equivalents                                  941,392       (240,368)
Cash and Cash Equivalents at Beginning of Period                         277,649        270,468
                                                                    ------------   ------------
Cash and Cash Equivalents at End of Period                          $  1,219,041   $     30,100
                                                                    ============   ============
</TABLE>

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

                                        6
<PAGE>

                                   NUVIM, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

NOTE 1 - BUSINESS AND BASIS OF PRESENTATION

A.       BUSINESS

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

B.       GOING CONCERN

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  shown  in the  accompanying  financial
statements,  the Company  incurred  net losses of $401,866  and $600,609 for the
three months ended June 30, 2006 and 2005 and  $896,569 and  $1,315,061  for the
six months ended June 30, 2005 and 2005,  respectively.  Management also expects
operating  losses to continue in 2006 and 2007. The Company has negative working
capital  of  $1,611,955  and a Total  Stockholders  Deficit of  $1,512,358.  The
Company's  continued  existence is dependent upon its ability to secure adequate
financing to fund future operations and commence profitable operations. To date,
the Company has supported its activities through equity investments, the sale of
preferred common stock, notes payable and cash advances from related parties and
stockholders.  It is the Company's intention to raise additional capital through
additional  borrowings and sales of its equity  securities.  No assurance can be
given  that  these  funding  strategies  will be  successful  in  providing  the
necessary funding to finance operations of the Company. Additionally,  there can
be no assurance,  even if successful in obtaining financing, the Company will be
able to  generate  sufficient  cash  flows  to  fund  future  operations.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going  concern.  The  accompanying  financial  statements  do  not  include  any
adjustment  relating to the recoverability and classification of recorded assets
or amounts and  classification of liabilities that might be necessary related to
this uncertainty.

                                        7
<PAGE>

C.       BASIS OF PRESENTATION

The  unaudited  consolidated  financial  statements  included  herein  have been
prepared by the Company  pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete  financial  statements.  The unaudited interim  consolidated
financial  statements  as of June  30,  2006 and 2005  reflect  all  adjustments
(consisting of normal  recurring  accruals) which, in the opinion of management,
are considered necessary for a fair presentation of its financial position as of
June 30,  2006  and as of the  result  of its  consolidated  operations  and its
consolidated cash flows for the periods ended June 30, 2006 and 2005.

The Unaudited  Consolidated  Statements  of Operations  for the six months ended
June 30, 2006 and 2005 are not  necessarily  indicative  of results for the full
year.

While the Company  believes that the disclosures  presented are adequate to make
the  information not misleading,  these financial  statements  should be read in
conjunction with the financial statements and accompanying notes included in the
Company's Current Report on Form 10KSB for the year ended December 31, 2005.

NOTE 2 - CRITICAL ACCOUNTING POLICIES

A.       STOCK BASED COMPENSATION

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

The  implementation of FAS No. 123R has the following effect on the statement of
operations for the six month period ending June 30, 2006:

Net loss before stock option expense       $   (831,569)
Less Stock Option Expense                       (65,000)
Net Loss as Reported                       $   (896,569)
                                           ============

                                        8
<PAGE>

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

<TABLE>
<CAPTION>
                                                                      SIX MONTHS ENDED
                                                                        JUNE 30, 2005
                                                                      ----------------
<S>                                                                   <C>
Net income (loss) - as reported                                       $     (1,315,000)
Add: total stock based employee  compensation  expense
 determined under fair value based methods                                    (477,494)
                                                                      ================
Net income (loss) - pro forma                                         $     (1,792,555)
                                                                      ================
Net income (loss) attributable to common stockholders per share:
  Basic and diluted net loss per share as reported                    $          (1.18)
                                                                      ================
  Pro forma and diluted basic loss per share                          $          (1.61)
                                                                      ================
</TABLE>

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

                                     JUNE 30, 2005
                                     --------------
Risk free annual interest rate            4.30%
Expected volatility                        90%
Expected life                           7 years
Assumed dividends                         None

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

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

The fair value for options issued prior to January 2006 was estimated at the
date of grant using a Black-Scholes option-pricing model. The risk free rate was
derived from the U.S. Treasury yield curve in effect at the time of the grant.
The volatility factor was determined based on a comparison to companies with
similar characteristics.

                                        9
<PAGE>

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

A summary of the status of the  Company's  options for the six months ended June
30, 2006 is as follows:

<TABLE>
<CAPTION>
                                                          WEIGHTED
                                                           AVERAGE                     AGGREGATE
                                                          EXERCISE      REMAINING      INTRINSIC
                                            SHARES          PRICE          LIFE          VALUE
                                         ------------   ------------   ------------   ------------
<S>                                         <C>         <C>               <C>         <C>
Balance at beginning of period              1,643,316   $       1.01      9.9 years   $       0.00
Granted                                       200,000            ---             --             --
Cancelled or Expired                         (277,169)           ---             --             --
Exercised                                         ---            ---             --             --
Outstanding at the end of the period        1,566,147   $       0.89      9.3 years   $       0.00
</TABLE>

A summary of the status of the Company's nonvested shares as of June 30, 2006,
and changes during the three months ended June 30, 2006 is presented below:

<TABLE>
<CAPTION>
                                                                               WEIGHTED
                                                                               AVERAGE
                                                                WEIGHTED      REMAINING
                                                              AVERAGE FAIR    CONTRACTUAL
                                                 NUMBER OF      VALUE AT         TERM
                                                  SHARES       GRANT DATE     (IN YEARS)
                                               ------------   ------------   ------------
<S>                                                <C>        <C>                     <C>
Non-vested shares at December 31, 2005              492,456   $       1.00            9.5
Options granted                                     200,000            ---            ---
Options vested                                     (367,506)           ---            ---
Options forfeited or expired                        (93,287)           ---            ---
Non-vested shares at June 30, 2006                  231,663   $       1.00            9.1
</TABLE>

As  of  June  30,  2006,  there  was  approximately   $320,000  of  unrecognized
compensation  cost related to non-vested stock option awards,  which is expected
to be recognized over a remaining weighted-average vesting period of 2.50 years.

B.       RECLASSIFICATIONS

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

                                       10
<PAGE>

C.       LOSS PER SHARE

Loss per share is presented in accordance  with the  provisions of SFAS No. 128,
Earnings  Per Share and SEC  Staff  Accounting  Bulletin  No.  98.  Basic EPS is
calculated by dividing the income or loss  available to common  stockholders  by
the weighted  number of common shares  outstanding  for the period.  Diluted EPS
reflects  the  potential  dilution  that  could  occur  if  securities  or other
contracts to issue common stock were  exercised or converted  into common stock.
These common stock equivalents have been omitted from earnings per share because
they are anti-dilutive, accordingly, basic and diluted EPS were the same for the
six months ended June 30, 2006 and 2005. Common stock equivalents outstanding at
June 30, 2006  consisted of 1,566,147  incentive  stock  options and warrants to
purchase 7,456,337 shares of common stock.

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

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

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

                                       11
<PAGE>

NOTE 3 - EMPLOYEE STOCK OPTIONS

In May 2006, the shareholders  approved the 2006 Employee Stock Option Plan. for
the benefit of its outside directors,  officers,  employees and consultants. The
plan became effective upon shareholder approval. The Plan expires ten years from
the date of  adoption.  The  Company is  authorized  to grant  options for up to
2,000,000  common shares under the Plan.  Under the Plan, the option price of an
ISO may not be less than the fair market value of a share of common stock on the
date of grant. An ISO may not be granted to a "ten percent stockholder" (as such
term is defined in Section 422 of the Internal Revenue Code) unless the exercise
price is at least 110% of the fair market value of the common stock and the term
of the  option may not  exceed  five years from the date of grant.  Nonqualified
stock  options  under both plans may be granted at exercise  prices  equal to or
greater  than 100% of the fair  market  value on the date of grant.  The maximum
term of each stock option granted to persons other than ten percent stockholders
is ten years from the date of the grant.

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

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

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

The weighted average remaining  contractual life of options  outstanding was 9.9
and 9.3 years as of December 31, 2005 and June 30, 2006.

Pro-forma  information  regarding  net loss is  required by SFAS No. 123 and has
been  determined as if the Company had accounted for its employee  stock options
under the fair value method of SFAS No. 123. Since there is not trading  history
for the  Company's stock,

                                       12
<PAGE>

the fair value of the Company's  issued  options and warrants were  estimated at
the date of grant using the fair value method with the following assumptions:

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

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

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

<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                        -------------------------------
                                                        June 30, 2005    June 30, 2006
                                                        --------------   --------------
<S>                                                     <C>              <C>
Non Cash Investing and Financing Activities
Stock issued for accounts payable                                   --   $      110,584
Stock issued for accrued compensation                               --          335,541
Stock issued for senior notes payable                               --           67,000
Stock issued for management loan and accrued interest               --           37,631
Stock issued for interest in NuVim Powder, LLC                      --           90,000
Assignment of senior secured notes payable and
   accrued interest to a related party                  $    2,679,498               --
Automatic conversion of notes payable                          245,000               --
Senior secured note - related party                          6,141,527               --
Accrued salaries                                               593,750               --
Senior secured notes payable - related parties                 500,000               --
Subordinated notes payable and accrued interest                266,639               --
Related party advance                                           69,000               --
Accounts payable                                               109,000               --
</TABLE>

NOTE 5 - STOCKHOLDERS DEFICIT

Sales for Cash

     On April 10, 2006, Paulsen Investment Company, Inc. the company that served
as  underwriter  of  NuVim's  recently  completed  initial  public  offering  of
securities, and

                                       13
<PAGE>

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

     On April 18,  2006,  Paulson  Investment  Company,  Inc.,  the company that
served as underwriter of NuVim's recently  completed  initial public offering of
securities,  purchased  500,000  shares of NuVim's  common  stock for  $100,000.
Paulson  represented itself to be an accredited  investor who was purchasing the
common stock for its own investment and not for resale.  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).

     On  May  18,  2006,  NuVim  accepted  twenty-two  additional  subscriptions
resulting from private placements arranged by Paulson Investment  Company,  Inc.
The  investors  purchased  2,470,000  shares  of  common  stock  for a total  of
$494,000. In addition, Paulson purchased an additional 37,500 shares in exchange
for the  cancellation  of $7,500  of past due  fees.  The  brokers  placed  each
investment  received a 7%  commission  and Paulson  received a 3%  unaccountable
expense  allowance.  Each  investor  represented  himself  to be  an  accredited
investor who was  purchasing the common stock for his own investment and not for
resale. They 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 of the cash was used for working capital.

Acquisition of the remainder of NuVim Powder LLC

     NuVim  originally  planned to distribute  the powder version of its product
through a subsidiary fifty-one percent of which was to be owned by NuVim and the
balance owned by Santa Fe Productions  Inc., the venture's  production  company,
the entertainer Dick Clark, and NuVim director Stanley Moger.

     During  the first  quarter  of 2006,  management  negotiated  to become the
excusive distributor of its powder operations.

     Accordingly,  during the first quarter of 2006, NuVim acquired all of Santa
Fe Productions'  24% interest in the powder  subsidiary for a seven year warrant
to purchase  50,000  shares of common  stock for a dollar a share.  The value of
this warrant was not significant to the Company's financial statements.

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

                                       14
<PAGE>

shares were  exchanged for the  interests in the powder  subsidiary on April 20,
2006. Clark and Moger are accredited investors who accepted the shares for their
own  investment and agreed to  restrictions  on resale placed with the Company's
transfer  agent and the printing of a legend on their  certificates.  Because of
these  factors,  management  has  determined  that this  issuance is exempt from
registration  under the  Securities  Act as not involving a public  distribution
under section 4(2) and 4(6). The purchase price for this transaction was $90,000
representing the fair value of the Nuvim stock issued. Nuvim Powder, LLC. had no
assets and  liabilities.  Accordingly,  the purchase  price was  allocated to an
intangible  asset called  distribution  rights,  since this transaction gave the
Company  excusive  distribution  rights  of Nuvim  powder  products.  Management
intends to evaluate the fair value of this  intangible  asset within one year of
the date of  acquisition.  There can be no  assurance  that the Company  will be
successful in its efforts to achieve  profitability for its powder  distribution
operations in the future.

Common Stock Issued for Services

     On May 9, 2006 NuVim issued 75,000 additional shares of its Common Stock to
NuVim's  Secretary  as payment for  additional  services  for the period  ending
December 31, 2006.  Mark  Siegel's  relationship  to NuVim  qualifies  him as an
accredited investor. He accepted the shares for his own investment and agreed to
restrictions on resale placed with NuVim's  transfer agent and the printing of a
legend on his certificate.  Because of these factors,  management has determined
that this issuance is exempt from  registration  under the Securities Act as not
involving a public  distribution  under section 4(2) and 4(6).  The services for
which the shares were issued are valued, pursuant to agreement between NuVim and
Mr. Siegel at approximately $29,000.

     During May and June,  NuVim  agreed with several  organizations  to provide
various  services for 385,904 shares of common stock.  The services have a value
of approximately  $139,000.  Each service provider  represented  itself to be an
accredited  investor who was  purchasing the common stock for his own investment
and not for resale. They 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,  management  has determined  that 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 Executive Compensation

     On April 20, 2006 NuVim and two current and one retired  executives reached
agreement on the number of shares to be granted in lieu of a cash bonus for 2005
and the  additional  restrictions  to be  imposed  on their  ability to sell the
shares. A total of 661,500 shares were granted, 341,500 to Mr. Kundrat, the CEO,
200,000 to John L. Sullivan, the Vice-President of Sales, and 120,000 to Paul J.
Young,  until April 1, 2006 the Vice President of Operations and now a member of
the Advisory Board. All are accredited investors who have agreed in writing that
they are  accepting  the shares for  investment  purposes  and will not sell the
shares  until  after  May 1,  2007.  Legends  indicating  that  the  shares  are
unregistered  have been placed on the certificates and stop transfer orders with
respect to these certificates have been placed with NuVim's transfer agent. As a
result, management has determined that this issuance is exempt from registration
under the  Securities Act as not involving a public  distribution  under section
4(2) and 4(6).

     On April 21, 2006 Michael Vesey agreed,  in connection with his resignation
reported below in Item 5.02(b), to accept 98,955 shares of NuVim common stock in
payment of accrued salary of $19,791. In addition,  he accepted 85,000 shares of
common

                                       15
<PAGE>

stock in lieu of his executive  cash bonus for 2005.  Mr. Vesey also agreed that
he will not sell his  shares  before  May 1, 2007.  Mr.  Vesey is an  accredited
investor who is accepting the shares for investment purposes. Legends indicating
that the shares are  unregistered  have been placed on the certificates and stop
transfer orders with respect to these certificates have been placed with NuVim's
transfer  agent.  As a result,  management has determined  that this issuance is
exempt from  registration  under the  Securities  Act as not  involving a public
distribution under section 4(2) and 4(6).

Common Stock issued on Conversion of Secured Convertible Promissory Notes

     In June 2006,  the  holders of the  Secured  Convertible  Promissory  Notes
agreed to the  conversion of their Notes into an aggregate of 335,000  shares of
common stock.  In addition,  the holders  surrendered the warrants that had been
issued in connection with the Notes for  cancellation.  Each of the Note holders
was an accredited investor.  Legends indicating that the shares are unregistered
have been placed on the  certificates  and stop transfer  orders with respect to
these  certificates  have been placed with NuVim's transfer agent. As the shares
of common stock were issued in exchange for NuVim securities without the payment
of any additional  consideration,  management has determined  that the issue was
exempt under Section 3(a)9 of the Securities Act.

     Also in June 2006,  another note holder exchanged  $37,631 of principal and
accrued interest for 107,631 shares of common stock. The note holder represented
himself to be an accredited investor who was purchasing the common stock for his
own  investment  and not for  resale.  He agreed in writing to  restrictions  on
resale  placed with the NuVim's  transfer  agent and the printing of a legend on
his certificate.  Because of these factors,  management has determined that 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 trade debt

     Also in June 2006,  several  creditors  agreed to accept  331,453 shares of
common  stock  at a  price  of  $0.35  per  share  to  settle  an  aggregate  of
approximately  $111,000  of  current  or past  due  trade  debt.  Each  investor
represented  himself to be an accredited  investor who was purchasing the common
stock for his own  investment  and not for  resale.  They  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,  management  has
determined that this sale was exempt from registration  under the Securities Act
as not involving a public distribution under section 4(2) and 4(6).

NOTE 6 - SUBSEQUENT EVENTS

     On July 21,  2006,  the  compensation  committee  of the board of directors
granted 1,650,000 options to purchase shares of common stock at a price of $0.31
per share. This is in addition to automatic grants of a total of 290,000 options
granted to the outside directors in May and July of this year.

                                       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 behalf.  We undertake no obligation to release publicly any revisions to any
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or to reflect the occurrence of unanticipated events.

OVERVIEW

         We produce, market and distribute NuVim(R) dietary supplements in ready
to drink  beverage  form and in powder for mixing  with water or adding to other
beverages.  Both  forms  of  our  beverages  have  two  exclusive  and  patented
micronutrients,  MunePro(R)  and  Accuflex(R).  MunePro(R)  enhances  the immune
system and AccuFlex(R) helps build muscle flexibility,  sturdy joints and muscle
recovery. These micronutrients have been clinically proven to enhance the immune
system, muscle flexibility and athletic performance after 19 studies, 8,000 case
histories and an expenditure of $50 million.

         We focus on developing  the NuVim(R) brand through a mix of advertising
and  promotional  programs  that  build  consumer  awareness,  trial and  repeat
purchases.

                                       17
<PAGE>

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

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

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

         Case shipments of our  refrigerated  product  increased by 2,829 or 19%
during the second  quarter of 2006 as  compared  to the same period in the prior
year.  The reasons for the increase  included  further  expansion to  additional
Wal-Mart supercenters in mid May and an increase at Pathmark supermarkets in the
New  York/New  Jersey  market and new  business  at Giant  Eagle in the  western
Pennsylvania  market..  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, with limited funding
we are unable to support  all  markets and  concentrated  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 funding for additional marketing programs.

         In  late  2003  we  began  a  test  program  with  a  single   Wal-Mart
supercenter.  In late 2004 the test was  expanded  to 43  supercenters  and then
further  expansion  to 120  supercenters  in late 2005 that  covered most of the
Wal-Mart  supercenters  in the State of Florida.  During the 2005  expansion the
number of NuVim(R)  varieties carried by the supercenters was increased from two
to three. Second quarter 2005 Wal-Mart sales were 8% of the total 2005 sales for
that  quarter.  In April  2006,  we  increased  our  distribution  to the entire
southeast region, encompassing 312 supercenters in 6 states. Second quarter 2006
Wal-Mart  sales were 40% of total  NuVim  sales for this  quarter.  The one time
initial  fill  order to stock the  shelves  and the 3 new  distribution  centers
contributed  to the higher  volume of sales for Wal-Mart as a percentage  of the
total.

         The table set forth below  discloses  selected data regarding sales for
the  quarter  and the half year  ended June 30,  2006 and 2005.  The data is not
necessarily indicative of continuing trends.

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

                                       18
<PAGE>

UNIT CASE VOLUME/CASE SALES

                            THREE MONTHS ENDED            SIX MONTHS ENDED
                                JUNE 30,                      JUNE 30,
                       ---------------------------   ---------------------------
                           2006           2005           2006           2005
                       ------------   ------------   ------------   ------------
Gross Cases Sold             17,785         15,028         32,532         35,659
Gross Sales            $    327,079   $    273,789        598,152        649,508
Net Sales              $    305,372   $    148,954        481,593        357,830

         Gross  sales are the  amount  invoiced  to  customers,  while net sales
deduct from gross sales any payment or discount terms,  promotional  allowances,
slotting  fees,  warehouse  damage and  returned  goods in  accordance  with the
Financial Accounting Standards Board Emerging Issues Task Force Issue No. 01-09,
Accounting for Consideration  Given by a Vendor to a Customer.  In some accounts
we pay slotting fees when our products are initially introduced to a new account
and run price feature  promotions to encourage  trials of our product.  As brand
loyalty grows in a market, we anticipate that we will be able to run fewer price
promotions and will not incur the one time additional  slotting fees to gain new
distribution.  Cases sold 17,785  increased  2,757, or 18%, for the three months
ended June 30, 2006,  when  compared to the same  quarter in 2005.  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  with the  expansion to 6
distribution  centers  from three in mid-May  and  increases  in other  selected
supermarket  chains.  Obviously  the  Wal-Mart  expansion  did not have the full
impact on the Quarter sales due the expansion  that occurred mid way through the
quarter.  Again,  we have not had funding  available to support  advertising and
marketing  programs on a sustained  basis  across the majority of the stores our
products are  distributed in since mid 2002. This has caused sales to decline in
some markets but the decline in those supermarket  accounts was not as severe as
it has been in past quarters. Since we recapitalized our Company in June of 2005
we have concentrated our marketing programs on selected growth opportunities for
our refrigerated  product and the introduction of our NuVim Powder product line.
We believe  these  initiatives  will provide  better  opportunity  for long term
growth and increase sales in our existing  markets by creating market  awareness
for our product.

RESULTS OF OPERATIONS

Results of  operations  for the three months ended June 30, 2006 compared to the
three months ended June 30, 2005

         Gross Sales. For the three months ended June 30, 2006, gross sales were
$327,079,  an increase  of $53,290 or 19% than gross  sales of $273,789  for the
three  months  ended June 30,  2005.  The  increase in gross sales is  primarily
attributable to the increase in Wal-Mart sales and selected other  accounts.  We
have not had funds to support  advertising  and  sampling of our products in our
existing stores since mid 2002,  including the Publix Supermarket chain which we
added in August of 2004,  resulting  in  declining  sales.  In June of 2005,  we
restructured  our balance sheet  through the issuance of common stock,  but were
only  able to raise a  limited  amount of funds  for  advertising  and  sampling
programs. We have focused these limited resources on selected opportunities with
future expansion potential, and the introduction of a powder product, until such
time as we are able to fund  programs  across  all of our  markets.  The  powder
products  offer  a much  higher  gross  profit  to help  bring  the  company  to
profitability.

         Discounts,  Allowances and Promotional  Payments.  For the three months
ended June 30, 2006,  promotional  allowances  and  discounts  were  $21,707,  a
decrease of $103,128 from the  promotional  allowances and discounts of $124,835
for  the  three  months  ended  June  30,  2005.   This  decrease  is

                                       19
<PAGE>

primarily attributable to lower promotional monies spent against price discounts
and lower coupon expense.. We record the price reductions,  which are reimbursed
by us to the retailers,  in accordance with Financial Accounting Standards Board
Emerging Issues Task Force, No. 01-09,  Accounting for Consideration  Given by a
Vendor to a Customer.  We expect to continue to use price  promotions and coupon
distribution  selectively as a means to promote  consumer  sampling and trial of
our product into the  foreseeable  future.  As the product  matures and a higher
percentage  of users of our  product  are repeat  purchasers,  we expect  coupon
expense,  relative to gross sales,  to decline  although we will continue to use
these marketing programs when needed. Product returned after its expiration date
increased  primarily  due to the  lower  sales  volume  discussed  above.  Total
Discounts,  Allowances and  Promotional  payments as a percentage of gross sales
decreased  from 46% for the three months ended June 30, 2005 to 7% for the three
months ended June 30, 2006.

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED
                                                        JUNE 30,
                                             ---------------------------     INCREASE
                                                   2006         2005        (DECREASE)     PERCENTAGE
                                             ------------   ------------   ------------   ------------
<S>                                          <C>            <C>            <C>                     <C>
Discounts for timely payment                 $      3,629   $      4,303   $       (674)           (16)%
Product returned after its expiration date          6,029         54,091        (48,062)           (89)%
Promotional  price  allowances,  coupons
 and other incentives                              11,197         58,577        (47,380)           (81)%
Slotting fees                                         852          7,864         (7,012)           (89)%
                                             ------------   ------------   ------------   ------------
Total Discounts, Allowances and
 Promotional Payments                        $     21,707   $    124,835   $   (103,128)           (83)%
                                             ============   ============   ============   ============
</TABLE>

         Net Sales.  Net sales for the three  months  ended  June 30,  2006 were
$305,372,  a increase of  $156,418,  or 105% above net sales of $148,954 for the
three  months  ended  June 30,  2005.  The  decrease  in net sales is  primarily
attributable  to the  increase in case sales and a decrease  in the  promotional
pricing discussed above.

         Cost of Sales.  For the three months ended June 30, 2006, cost of sales
was  $187,969,  an  increase  of  $18,294,  or 11% higher  than cost of sales of
$169,675 for the three months ended June 30, 2005. Cost of sales as a percentage
of gross sales  increased due to the case sales  increase.  Actually the cost of
sales did not  increase at the same  percent of case sales  increase  indicating
that the efforts in reducing  ingredient  costs is  beginning to be reflected in
the total cost of goods.

         Gross Profit. Gross profit was $117,403 for the three months ended June
30, 2006,  an increase of $138,124  from the negative  gross profit of ($20,721)
gross  profit  for the three  months  ended  June 30,  2005.  Gross  profit as a
percentage  of gross  sales was 36% for the three  months  ended  June 30,  2006
compared to the negative for the three months ended June 30, 2005.  The increase
in gross profit as a percentage  of gross sales was primarily due to decrease in
promotion price reductions to the consumer and the lower cost of goods.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses were $491,399 for the three months ended June 30, 2006,
a decrease of $25,965, or 5% from selling,  general and administrative  expenses
of $517,364 for the three months ended June 30, 2005. Although selling,  general
and  administrative  expenses exceeded net sales in both periods as we are still
in an early stage of our  development we did show  improvement  versus last year
same time  period.  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  (although the full
effect of this change will not be reflected until the third quarter, and product
sampling  expenses.  During the three months ended June 30, 2005 we promoted our
product through in store sampling, including a program at the Publix Supermarket
chain. We had no extensive sampling activities in the second quarter of 2006.

                                       20
<PAGE>

         Loss from  Operations.  Loss from operations was $373,996 for the three
months ended June 30, 2006  compared to $538,085 for the three months ended June
30,  2005.  The  $164,089 or 30%  reduction  was due to the increase in sale and
gross profit and the reduction of selling, administration costs.

         Interest  Expense.  Interest  expense was $36,473 for the three  months
ended June 30, 2006; a decrease of $173,304,  or 83%, from  interest  expense of
$210,077  for the three  months  ended June 30,  2005.  The decrease in interest
expense is primarily attributable to the retirement of indebtedness. On June 24,
2005,  in  connection  with the  closing  of our  initial  public  offering,  we
extinguished  approximately $7.7 million of indebtedness through the issuance of
common stock.

         Net Loss.  Net loss was  $401,866  for the three  months ended June 30,
2006 compared to $600,609 for the three months ended June 30, 2005. The $198,743
decrease  in net loss  was  primarily  attributable  to the  improved  operating
results and the lower interest expense discussed above.

Results of operations for the six months ended June 30, 2006 compared to the six
months ended June 30, 2005

         Gross Sales.  For the six months ended June 30, 2006,  gross sales were
$598,152,  a decrease of $51,356,  or 9% lower than gross sales of $649,508  for
the six months ended June 30,  2005.  The decrease in gross sales for six months
is primarily  attributable to a poor first quarter where there were decreases in
case  volume in  stores in New York,  New  Jersey,  Pennsylvania,  Virginia  and
Maryland,  and  decreased  sales  to the  Publix  supermarket  chain.  This  was
partially offset by increased sales at Wal-Mart  Supercenters  especially in the
second quarter and some increases in other  accounts in the second  quarter.  We
have not had funds to support  advertising  and  sampling of our products in our
existing  stores since mid 2002 and limited  funds for accounts  like the Publix
Supermarket  chain  which we added in August  of 2004,  resulting  in  declining
sales. In June of 2005, we  restructured  our balance sheet through the issuance
of common  stock,  but were  only  able to raise a  limited  amount of funds for
advertising  and  sampling  programs.  By focusing  our  initiatives  with these
limited resources on selected opportunities with future expansion potential,  we
have managed to have the best six months performance in over three years

         Discounts,  Allowances  and  Promotional  Payments.  For the six months
ended June 30, 2006,  promotional  allowances  and discounts  were  $116,559,  a
decrease of $175,119 or 60%, from the  promotional  allowances  and discounts of
$291,678  for the six months  ended June 30,  2005.  This  decrease is primarily
attributable  to lower  coupon  expense  resulting  from a  sampling  and coupon
program at the Publix  chain in the first half of 2005 that was not  repeated in
2006 and lower costs related to consumer price reductions..  We record the price
reductions,  which are  reimbursed by us to the  retailers,  in accordance  with
Financial  Accounting  Standards  Board Emerging  Issues Task Force,  No. 01-09,
Accounting  for  Consideration  Given by a Vendor  to a  Customer.  We expect to
continue to use price promotions and coupon distribution  selectively as a means
to promote  consumer  sampling  and trial of our  product  into the  foreseeable
future.  As the product matures and a higher  percentage of users of our product
are repeat  purchasers,  we expect coupon  expense,  relative to gross sales, to
decline.  Product returned after its expiration date increased  primarily due to
the  lower  sales  volume  discussed  above.  Total  Discounts,  Allowances  and
Promotional  payments as a percentage of gross sales  decreased from 45% for the
six months ended June 30, 2005 to 19% for the six months ended June 30, 2006.

                                       21
<PAGE>

<TABLE>
<CAPTION>
                                                    SIX MONTHS ENDED
                                                       JUNE 30,
                                                -----------------------    INCREASE
                                                   2006         2005      (DECREASE)    PERCENTAGE
                                                ----------   ----------   ----------    ----------
<S>                                             <C>          <C>          <C>                <C>
Discounts for timely payment                    $    9,523   $    8,988   $      535             6%
Product returned after its expiration date          65,110       85,092      (19,982)           23%
Promotional  price  allowances,  coupons
 and other incentives                               41,073      173,735     (132,662)          (76)%
Slotting fees                                          853       23,863      (23,010)          (96)%
                                                ----------   ----------   ----------    ----------
Total Discounts, Allowances and Promotional
 Payments                                       $  116,559   $  291,678   $ (175,119)          (60)%
                                                ==========   ==========   ==========    ==========
</TABLE>

         Net  Sales.  Net  sales for the six  months  ended  June 30,  2006 were
$481,593,  an increase of $123,763, or 35% higher than net sales of $357,830 for
the six months  ended June 30,  2005.  The  increase  in net sales is  primarily
attributable  to the increase in case sales and lower  consumer  price  discount
promotion spending as discussed above.

         Cost of Sales.  For the six months ended June 30,  2006,  cost of sales
was $309,200, a decrease of $68,310, or 18% lower than cost of sales of $377,510
for the six months ended June 30, 2005.  Cost of sales as a percentage  of gross
sales  decreased to 52% for the six months ended June 30, 2006,  compared to 58%
for the six  months  ended June 30,  2005.  The  decrease  in cost of sales as a
percentage  of gross  sales was  primarily  the result of lower  price  discount
allowances and to a lesser degree manufacturing improvements.

         Gross  Profit.  Gross profit was $172,393 for the six months ended June
30, 2006, an increase of $192,073 from the negative  ($19,680)  gross profit for
the six months ended June 30, 2005.  Gross profit as a percentage of gross sales
was 29% for the six months ended June 30, 2006  compared to the  negative  gross
profit of  approximately 3% for the six months ended June 30, 2005. The increase
in gross profit as a percentage  of gross sales was  primarily  due to the lower
price discounts and the lower cost of goods.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses were $1,004,072 for the six months ended June 30, 2006,
a decrease of $49,983, or 5% from selling,  general and administrative  expenses
of  $1,054,055  for the six months  ended June 30,  2005.  Selling,  general and
administrative expenses exceeded net sales in both periods as we are still in an
early stage of our development and have not achieved sales volumes sufficient to
generate  net  sales  in  excess  of our  selling,  general  and  administrative
expenses. The decrease in selling, general and administrative expenses is due to
decreases in product  sampling  expenses and the decrease in salaries due to the
administrative  changes of  eliminating  a full time CFO and Vice  President  of
Operations..  During the six months  ended June 30, 2005 we promoted our product
through in store sampling,  including a program at the Publix Supermarket chain.
We had no extensive sampling activities in the first half of 2006.. We feel that
out sourcing the  financial  and  operations  accountabilities  at this time can
decrease cost without decreasing effectiveness.

         Loss from  Operations.  Loss from  operations  was $831,679 for the six
months ended June 30, 2006 compared to $1,073,735  for the six months ended June
30,  2005.  The  $242,056   decrease  in  loss  from  operations  was  primarily
attributable  to the  increased  gross profit and decreased  operating  expenses
described above.

          Interest  Expense.  Interest  expense  was  $73,538 for the six months
ended June 30, 2006; a decrease of $315,341,  or 81%, from  interest  expense of
$388,879  for the six months  ended June 30,  2005.  The  decrease  in  interest
expense is primarily attributable to the retirement of indebtedness. On June 24,
2005,  in  connection  with the  closing  of our  initial  public  offering,  we
extinguished  approximately $7.7 million of indebtedness through the issuance of
common stock.

          Net Loss. Net loss was $896,569 for the six months ended June 30, 2006
compared to  $1,315,061  for the six months  ended June 30,  2005.  The $418,429
decrease  in net loss  was  primarily  attributable  to the  improved  operating
results and the lower interest expense discussed above.

                                       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. Additionally secured convertible promissory notes with a face amount
of $67,600  were due June 23, 2006 and senior  secured  promissory  notes with a
principal  amount of $500,000 are due on November  30,  2006.  All the notes due
June 23,  2006 were  converted  into  335,000  shares  of  common  stock and the
warrants issued at the time of the sale of the notes were  cancelled.  We are in
discussion  regarding  extending the due date of the senior  secured  promissory
notes due in November of this year.

         We also have  outstanding  notes  payable  with a principal  balance of
approximately $320,000, and approximately $290,000 of accounts payable for which
the holders have agreed to defer  payment until a subsequent  financing.  We are
currently seeking  additional  financing through the sale of equity  securities,
and negotiating  modified payment terms with our creditors,  but there can be no
assurance we will be successful in this endeavor.

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

     In April 2006 Paulsen Investment  Company,  Inc. privately placed 2,970,000
restricted  shares of our common stock at a price of twenty  cents per share.  A
total of $594,000 was received. Less offering cost of $60,125 or a net amount of
$533,875.

                                       23
<PAGE>

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

         In May and June 2006, several creditors agreed to accept 331,463 shares
of restricted  common stock at a price of $0.35 per share to settle an aggregate
of approximately  $111,000 of current or past due accounts  payable  obligations
and several  organizations  agreed to accept  460,704 shares of common stock for
future services valued at approximately $168,000.

         In  June  2006 a  note  holder  agreed  to  accept  107,631  shares  of
restricted common stock for approximately $38,000 in principal and interest.

         We  will  need to  raise  additional  financing  to pay  our  past  due
obligations,  fund operating losses and to support sales and marketing  programs
to increase  sales of our  products.  If we are not able to identify  additional
sources of financing, we may not be able to continue operations beyond September
2006. We have participated in the New Jersey Economic development  Authority Tax
Transfer  program for the past 4 years and will again this year.  The funds from
this program are received in December and  therefore  expect that  approximately
$250,000 to $270,000 will be received from this program in December of 2006.

         Net cash used in operating activities for the six months ended June 30,
2006 was $768,243,  respectively,  compared to cash used in operating activities
of  $1,058,875  during the same  period in 2005.  The  decrease  in cash used by
operating  activities  during the first six  months of  $290,632  was  primarily
attributable to the improvement of gross profit and the reduction of selling and
administration.

                                       24
<PAGE>

         $527,875  was provided by  financing  activities  during the six months
ended June 30, 2006, compared to $2,000,709 provided during the six months ended
June 30, 2005. The private placement  conducted by Paulson Investment Company in
2006  provided  the bulk of the  financing  in this  year;  the  Initial  Public
Offering conducted by them in 2005 provided the finds received in the first half
of 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. The adoption of FIN 48 is not expected to
have a  material  effect on the  Company's  financial  condition  or  results of
operations.

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

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

CRITICAL ACCOUNTING ESTIMATES

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

         Critical  accounting  policies are defined as those that are reflective
of significant judgments,  estimates and uncertainties and potentially result in
materially different results under different  assumptions and conditions.  For a
detailed  discussion on the application of these and other accounting  policies,
see Note 2 to our annual  financial  statements  for the year ended December 31,
2005.

                                       25
<PAGE>

PLACEMENT AND PROMOTIONAL ALLOWANCES AND CREDITS FOR PRODUCT RETURNS

         As an  inducement to our customers to promote our products in preferred
locations of their stores,  we provide  placement and promotional  allowances to
certain  customers.  We also provide  credits for customer  coupon  redemptions,
consumer price reductions, and product which has not been sold by its expiration
date.  These  allowances  and credits are reflected as a reduction of revenue in
accordance  with Emerging  Issues Task Force  ("EITF") No. 01-9,  which requires
certain  sales  promotions  and customer  allowances  previously  classified  as
selling,  general and administrative expenses to be classified as a reduction of
sales  or as cost of goods  sold.  Provisions  for  promotional  allowances  are
recorded  upon  shipment  and are  typically  based on shipments to the retailer
during an  agreed  upon  promotional  period.  We  expect  to offer  promotional
allowances  at  historical  levels  in the near  future as an  incentive  to our
customers.  One time per account  slotting or placement  fees are deducted  from
revenue in the  period  paid.  Provisions  for coupon  redemptions  and  product
returned that has reached its  expiration  date are based on historical  trends.
Information  such as the  historical  number of cases returned per unit shipped,
product shelf life,  current sales volume,  and coupons  distributed  during the
period are used to derive  estimates  of the  required  allowance.  As we expand
production and introduce new products, we may incur increased levels of returned
goods.  Also,  our  estimates  assume we will  continue  as a going  concern and
maintain distribution with wholesalers and supermarkets that currently carry our
product.  If a  supermarket  or  wholesaler  discontinues  our  product,  we may
experience  return rates in excess of our historical trend. This could result in
material  charges to future  earnings for  reimbursements  to our  customers for
returned, unsold product.

ACCOUNTS RECEIVABLE

         We evaluate the collectablity of our trade accounts receivable based on
a number of factors.  Accounts  receivable are unsecured,  non-interest  bearing
obligations  that are typically due from customers within 30 days of the invoice
date. We apply collections in accordance with customer  remittance advices or to
the  oldest  outstanding  invoice  if no  remittance  advice is  presented  with
payment.  We provide an incentive  to customers  for paying in less than 30 days
which results in our overall receivables to be approximately 17 days.

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

INFLATION

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

OFF-BALANCE SHEET TRANSACTIONS

         At June 30, 2006, we did not have any relationships with unconsolidated
entities  or  financial

                                       26
<PAGE>

partnerships,  such as  entities  often  referred  to as  structured  finance or
special purpose  entities,  which would have been established for the purpose of
facilitating  off-balance sheet  arrangements or other  contractually  narrow or
limited purposes.

FACTORS AFFECTING OPERATING RESULTS

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

WE WILL NEED TO RAISE ADDITIONAL CAPITAL.

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

         During 2006 Paulsen Investment Company, Inc. privately placed 2,970,000
restricted  shares of our common stock at a price of twenty  cents per share.  A
total of $594,000 was received.  The holders of $67,000 of convertible notes due
June 23, 2006 agreed to surrender  their warrants and accept common stock at the
same price in lieu of cash.  The holder of another note  accepted  approximately
108,000 shares of restricted common stock for approximately $38,000 of principal
and interest.

         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 2005 financial  statements,  our
auditors  included  an  explanatory  paragraph  stating  that,  because  we have
incurred  net  losses  and have a net  capital  deficiency  for the years  ended
December 31, 2004 and 2005,  and, as of June 30, 2006.  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.

                                       27
<PAGE>

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

         We have  not  had  sufficient  capital  to  operate  our  business  for
approximately  three years, and as a result, we have negotiated extended payment
terms on  approximately  $850,000  of notes  payable,  and  $450,000 of accounts
payable which are due and payable upon receipt of additional financing.

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

OUR LIMITED OPERATING HISTORY MAKES EVALUATION OF OUR BUSINESS DIFFICULT.

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

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

         Since our inception in 1999, we have incurred net losses in every year,
including  net  losses of  $2,239,440  for the year  ended  December  31,  2003,
$2,131,581  for the year ended  December 31, 2004,  2,396,902 for the year ended
December 31, 2005 and $896,569 for the six months ended June 30, 2006.  We had a
working  capital  deficit of  $1,611,955 at June 30, 2006 and have negative cash
flows from operations.  As a result of ongoing  operating losses, we also had an
accumulated deficit of $21,141,630 and a stockholders'  deficit of $1,512,358 at
the same date.  We expect to incur  losses  until at least  through 2006 and may
never  become  profitable.  We also  expect  that  our  expenses  will  increase
substantially  for the foreseeable  future as we seek to expand our product line
and  sales  and   distribution   network,   implement   internal   systems   and
infrastructure  and comply with the legal,  accounting and corporate  governance
requirements  imposed upon public companies.  These ongoing financial losses may
adversely affect our stock price.

OUR SUCCESS SUBSTANTIALLY DEPENDS ON MAINTAINING OUR RELATIONSHIPS WITH SMBI.

         SMBI is the holder of  certain  patents  that cover the  micronutrients
that we use in our products and is our only supplier of those micronutrients. We
have a license  agreement and a supply  agreement  with SMBI,  both of which are
critical to our business and expire in 2014.  Under the SMBI license  agreement,
we have the right to use SMBI's  intellectual  property for the  production  and
distribution  of  carbonated  and  noncarbonated   beverages  incorporating  the
micronutrients  that  provide  the health  benefits of our  products.  SMBI also
supplies  the key  ingredient  in our  products  under the  terms of the

                                       28
<PAGE>

supply agreement.  These agreements contain  cross-termination  provisions,  and
therefore,  we  risk  losing  both  our  rights  to  the  licensed  use  of  the
micronutrients and other SMBI intellectual  property needed for our business, as
well as our sole  source  of  supply,  if  either  agreement  is  terminated  in
accordance with its terms. Furthermore,  any exclusive rights we enjoy under the
license and supply  agreements may be jeopardized if we fail to satisfy  certain
minimum  purchase  requirements.  In addition,  SMBI and its affiliate,  Spencer
Trask Specialty Group, LLC ("Spencer Trask"),  are founders  stockholders of our
company.  If we are unable to obtain the whey protein  concentrate from SMBI for
any reason,  our  manufacturing  and  distribution  processes  could be severely
disrupted,  and our operations could be adversely affected. We are aware of only
one other  source  that  might be able to  provide  an immune  enhancement  whey
protein  but we  are  not  certain  of its  effectiveness.  Moreover,  it is our
understanding  that this  ingredient  would not provide  the muscle  flexibility
health  benefit that we achieve by using the SMBI whey protein  concentrate.  In
addition,  even if we are able to find acceptable alternative sources of supply,
the new terms would  likely be less  favorable  than those that we receive  from
SMBI.  Accordingly,  it is critical that we continue to meet all of our material
obligations under both the license  agreement and the supply  agreement.  In the
past,  we have not  always  been able to do so  because  of a lack of  financial
resources.  We are  currently  on net 30 day  payment  terms  for the SBMI  whey
protein.

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

         We intend to expand into new  geographic  areas and broaden our product
offerings to generate  additional sales. Our refrigerated  beverage products are
currently  available  from  southern  Connecticut  to  Miami  and as far West as
Pittsburgh  including  such  supermarket  chains  as  ShopRite,  Pathmark,  A&P,
Gristedes, Food Emporium,  Walbaums, Stop N Shop, Acme Giant, Giant Eale, Publix
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 have test  produced a shelf stable sports drink that tastes like the
two market  leaders  sports  drink  products and has our  trademarked  points of
differentiation  of immune  enhancement and helping muscle  flexibility,  sturdy
joints,  and  athletic  performance  through  the two  exclusive  micronutrients
MunePro(R) and AccuFlex(R).  We will face the additional  uncertainty of whether
these new products will gain market acceptance in any market.

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

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

         There have been 19 independent  clinical studies that have demonstrated
the health benefits of the  micronutrient  components of our products.  However,
there has been only one,  small-scale  study of the  effects of NuVim  beverages
directly.  That study  required the subjects to consume 12 ounces of NuVim daily
for six  weeks.  While the study did  validate  the  positive  health  claims we
believe our products

                                       29
<PAGE>

provide,  it did not  consider  whether a smaller  quantity of the beverage or a
shorter period of continued usage might provide similar benefits.  Therefore, we
currently  cannot  confirm  that the health  benefits  of our  products  will be
evident to casual  consumers  of our  products.  Consumers  may  determine  that
drinking  12 ounces of NuVim per day for a minimum  of six weeks  requires  more
discipline and expense than they are willing to devote.  If consumers do not use
our product in the  quantity  or for the  duration  we  recommend,  they may not
achieve the health benefits we claim,  which may cause them to make  alternative
nutritional beverage and/or dietary supplement purchasing decisions.

OUR BUSINESS MAY SUFFER FROM LACK OF DIVERSIFICATION.

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

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

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

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

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

GOVERNMENT REGULATION MAY ADVERSELY AFFECT OUR BUSINESS.

         Our  business  is subject to  government  regulation,  principally  the
United  States Food and Drug  Administration  (the "FDA"),  which  regulates the
processing,   formulation,   packaging,  labeling  and  advertising  of  dietary
products,  and to a lesser  extent,  state  governments,  where state  attorneys
general

                                       30
<PAGE>

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

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

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

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

         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.

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<PAGE>

ITEM 3. CONTROLS AND PROCEDURES.

         The Company's Chief  Executive  Officer and accounting firm of Hendel &
Hendel have  reviewed the  disclosure  controls and  procedures  relating to the
Company at June 30, 2006 and concluded  that such controls and  procedures  were
effective to provide  reasonable  assurance that all material  information about
the financial and operational  activities of the Company was made known to them.
There were no changes in the Company's internal control over financial reporting
during  the six months  ended June 30,  2006 that  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

                                       32
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

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

Sales for Cash

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

         On April 18, 2006, Paulson Investment  Company,  Inc., the company that
served as underwriter of NuVim's recently  completed  initial public offering of
securities,  purchased  500,000  shares of NuVim's  common  stock for  $100,000.
Paulson  represented itself to be an accredited  investor who was purchasing the
common stock for its own investment and not for resale.  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).

         On May 18, 2006,  NuVim accepted  twenty-two  additional  subscriptions
resulting from private placements arranged by Paulson Investment  Company,  Inc.
The  investors  purchased  2,470,000  shares  of  common  stock  for a total  of
$494,000. In addition, Paulson purchased an additional 37,500 shares in exchange
for the  cancellation  of $7,500  of past due  fees.  The  brokers  placed  each
investment  received a 7%  commission  and Paulson  received a 3%  unaccountable
expense  allowance.  Each  investor  represented  himself  to be  an  accredited
investor who was  purchasing the common stock for his own investment and not for
resale. They 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 of the cash was used for working capital.

Acquisition of the remainder of NuVim Powder LLC

         NuVim  originally  planned  to  distribute  the  powder  version of its
product through a subsidiary fifty-one percent of which was to be owned by NuVim
and the balance owned by Santa Fe  Productions  Inc.,  the venture's  production
company, the entertainer Dick Clark, and NuVim director Stanley Moger.

     During  the first  quarter  of 2006,  management  negotiated  to become the
excusive distributor of its powder operations.

     Accordingly,  during the first quarter of 2006, NuVim acquired all of Santa
Fe Productions'  24% interest in the powder  subsidiary for a seven year warrant
to purchase  50,000  shares of common  stock for a dollar a share.  The value of
this warrant was not significant to the Company's financial statements.

                                       33
<PAGE>

     On April 7, 2006 NuVim agreed with Messrs. Clark and Moger to acquire their
respective 12.5% interests in the powder  subsidiary for 225,000 shares of NuVim
common stock each.  NuVim  executed the  agreement on April 18. 2006.  The NuVim
shares were  exchanged for the  interests in the powder  subsidiary on April 20,
2006. Clark and Moger are accredited investors who accepted the shares for their
own  investment and agreed to  restrictions  on resale placed with the Company's
transfer  agent and the printing of a legend on their  certificates.  Because of
these  factors,  management  has  determined  that this  issuance is exempt from
registration  under the  Securities  Act as not involving a public  distribution
under section 4(2) and 4(6). The purchase price for this transaction was $90,000
representing the fair value of the Nuvim stock issued. Nuvim Powder, LLC. had no
assets and  liabilities.  Accordingly,  the purchase  price was  allocated to an
intangible  asset called  distribution  rights,  since this transaction gave the
Company  excusive  distribution  rights  of Nuvim  powder  products.  Management
intends to evaluate the fair value of this  intangible  asset within one year of
the date of  acquisition.  There can be no  assurance  that the Company  will be
successful in its efforts to achieve  profitability for its powder  distribution
operations in the future.

Common Stock Issued for Services

     On May 9, 2006 NuVim issued 75,000 additional shares of its Common Stock to
NuVim's  Secretary  as payment for  additional  services  for the period  ending
December 31, 2006.  Mark  Siegel's  relationship  to NuVim  qualifies  him as an
accredited investor. He accepted the shares for his own investment and agreed to
restrictions on resale placed with NuVim's  transfer agent and the printing of a
legend on his certificate.  Because of these factors,  management has determined
that this issuance is exempt from  registration  under the Securities Act as not
involving a public  distribution  under section 4(2) and 4(6).  The services for
which the shares were issued are valued, pursuant to agreement between NuVim and
Mr. Siegel at approximately $29,000.

     During May and June,  NuVim  agreed with several  organizations  to provide
various  services for 385,904 shares of common stock.  The services have a value
of approximately  $139,000.  Each service provider  represented  itself to be an
accredited  investor who was  purchasing the common stock for his own investment
and not for resale. They 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,  management  has determined  that 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 Executive Compensation

     On April 20, 2006 NuVim and two current and one retired  executives reached
agreement on the number of shares to be granted in lieu of a cash bonus for 2005
and the  additional  restrictions  to be  imposed  on their  ability to sell the
shares. A total of 661,500 shares were granted, 341,500 to Mr. Kundrat, the CEO,
200,000 to John L. Sullivan, the Vice-President of Sales, and 120,000 to Paul J.
Young,  until April 1, 2006 the Vice President of Operations and now a member of
the Advisory Board. All are accredited investors who have agreed in writing that
they are  accepting  the shares for  investment  purposes  and will not sell the
shares  until  after  May 1,  2007.  Legends  indicating  that  the  shares  are
unregistered  have been placed on the certificates and stop transfer orders with
respect to these certificates have been placed with NuVim's transfer agent. As a
result, management has determined that this issuance is exempt from registration
under the  Securities Act as not involving a public  distribution  under section
4(2) and 4(6).

     On April 21, 2006 Michael Vesey agreed,  in connection with his resignation
reported below in Item 5.02(b), to accept 98,955 shares of NuVim common stock in
payment of accrued salary of $19,791. In addition,  he accepted 85,000 shares of
common stock in lieu of his executive cash bonus for 2005. Mr. Vesey also agreed
that he will not sell his shares before May 1, 2007.  Mr. Vesey is an accredited
investor who is accepting the shares for investment purposes. Legends indicating
that the shares are  unregistered  have been placed on the certificates and stop
transfer orders with respect to these certificates have been placed with NuVim's
transfer  agent.  As a result,  management has determined  that this issuance is
exempt from  registration  under the  Securities  Act as not  involving a public
distribution under section 4(2) and 4(6).

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<PAGE>

Common Stock issued on Conversion of Secured Convertible Promissory Notes

     In June 2006,  the  holders of the  Secured  Convertible  Promissory  Notes
agreed to the  conversion of their Notes into an aggregate of 335,000  shares of
common stock.  In addition,  the holders  surrendered the warrants that had been
issued in connection with the Notes for  cancellation.  Each of the Note holders
was an accredited investor.  Legends indicating that the shares are unregistered
have been placed on the  certificates  and stop transfer  orders with respect to
these  certificates  have been placed with NuVim's transfer agent. As the shares
of common stock were issued in exchange for NuVim securities without the payment
of any additional  consideration,  management has determined  that the issue was
exempt under Section 3(a)9 of the Securities Act.

     Also in June 2006,  another note holder exchanged  $37,631 of principal and
accrued interest for 107,631 shares of common stock. The note holder represented
himself to be an accredited investor who was purchasing the common stock for his
own  investment  and not for  resale.  He agreed in writing to  restrictions  on
resale  placed with the NuVim's  transfer  agent and the printing of a legend on
his certificate.  Because of these factors,  management has determined that 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 trade debt

     Also in June 2006,  several  creditors  agreed to accept  331,453 shares of
common  stock  at a  price  of  $0.35  per  share  to  settle  an  aggregate  of
approximately  $111,000  of  current  or past  due  trade  debt.  Each  investor
represented  himself to be an accredited  investor who was purchasing the common
stock for his own  investment  and not for  resale.  They  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,  management  has
determined that 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 2006

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 adopted pursuant to Section 906 of the Sarbanes-Oxley Act
              of 2002.

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

                                       35
<PAGE>

                                   SIGNATURES

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

                                             NUVIM, INC.

                   Date: August 14 , 2006    By:  /s/ RICHARD P. KUNDRAT
                                                  ------------------------------
                                                  Richard P. Kundrat
                                                  Chief Executive Officer and
                                                  Chairman of the Board
                                                  (Principal Executive Officer)

                   Date: August 14 , 2006    By:  /s/ RICHARD P. KUNDRAT
                                                  ------------------------------
                                                  Richard P. Kundrat
                                                  Chief Financial Officer
                                                  (Principal Financial and
                                                  Accounting Officer)

                                       36