UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q
   (Mark One)

   /X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  ECHANGE ACT
       OF 1934
                For the quarterly period ended September 30, 2008
                                       or
   / / TRANSITION REPORT UNDER SECTION 13 OR 15(d) of  the  SECURITIES  EXCHANGE
       ACT OF 1934
              For the Transition Period from           to

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

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

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

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

                                 (201) 556-1010
                           (Issuers Telephone Number)

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

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

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

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

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

                                        1
<PAGE>

                                   NUVIM, INC.

                          Quarterly Report on Form 10-Q

                    Quarterly Period Ended September 30, 2008

                                Table of Contents

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

Item 1. Financial Statements (Unaudited)
Balance Sheets - September 30, 2008 (Unaudited) and December 31, 2007 (audited)                                   3
Statements of Operations - For the three and nine months ended September 30, 2008 and 2007 (Unaudited)            4
Statement of Changes in Stockholders' Deficit for the nine months ended September 30, 2008 (Unaudited)            5
Statements of Cash Flows for the nine months ended September 30, 2008 and 2007 (Unaudited)                        6
Notes to Financial Statements (Unaudited)                                                                         7
Item 2. Management's Discussion and Analysis or Plan of Operation                                                11
Item 3. Quantitative and Qualitative Disclosures about Market Risk                                               23
Item 4T. Controls and Procedures                                                                                 23

PART II - Other Information

Item 1. Legal Proceedings                                                                                        25
Item 1A. Risk Factors                                                                                            25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                              30
Item 3. Defaults upon Senior Securities                                                                          30
Item 4. Submission of Matters to a Vote of Security Holders                                                      30
Item 5. Other Information                                                                                        30
Item 6. Exhibits                                                                                                 30
Signatures                                                                                                       31
</TABLE>

                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

                                   NUVIM, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  September 30,               December 31,
                                                                                  -----------------------------------------
                                                                                      2008                        2007
                                                                                  --------------             --------------
                                   ASSETS                                          (unaudited)                 (audited)
<S>                                                                               <C>                        <C>
Current Assets:
   Cash and cash equivalents                                                      $     -                    $      14,814
   Accounts receivable, net                                                              24,171                     17,594
   Inventory                                                                            111,253                    205,456
   Prepaid expenses and other current assets                                             12,072                     28,620
                                                                                  --------------             --------------
      Total Current Assets                                                              147,496                    266,484
                                                                                  --------------             --------------
Equipment and furniture, net                                                              -                             54
Deposits and other assets                                                                 6,206                      6,206
Distribution rights                                                                      90,400                     90,400
                                                                                  --------------             --------------
      TOTAL ASSETS                                                                $     244,102              $     363,144
                                                                                  ==============             ==============

                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Bank line of credit                                                            $      55,863              $      46,663
   Due from related party                                                                65,000                    -
   Current portion of accounts payable                                                  235,363                    386,165
   Accrued expenses                                                                     143,011                    117,094
   Accrued compensation                                                                 139,249                    373,533
   Rescinded series B offering payable                                                   18,920                     18,920
   Other notes payable, net of unamortized discount of $1,700 at
         September 30, 2008 and $5,100 at December 31, 2007                             136,600                    114,900
   Accrued Interest - other notes payable                                                42,717                     35,518
                                                                                  --------------             --------------
      TOTAL CURRENT LIABILITIES                                                         836,723                  1,092,793
Long-Term Liabilities:
   Accounts payable, net of current portion                                             239,430                    206,429
   Deferred officers compensation                                                       402,283
   Senior notes payable - related parties, net of unamortized discount of
         $0 at September 30, 2008 and $11,619 at Decemer 31, 2007                       500,000                    488,381
   Accrued interest - senior notes payable - related parties                            239,160                    209,160
   Stockholder loans - subordinated covertable promissory notes                         150,000                    150,000
   Accrued interest stockholder loans                                                    42,770                     33,770
                                                                                  --------------             --------------
      TOTAL OTHER LIABILITIES                                                         1,573,643                  1,087,740
                                                                                  --------------             --------------

TOTAL LIABILITIES                                                                     2,410,366                  2,180,533

Commitments and Contingencies

Stockholders' Deficit:
   Common Stock, 120,000,000 shares authorized, $.00001 par value,
16,361,959 shares issued and outstanding at September 30, 2008 and
14,740,782 shares issued and outstanding at December 31, 2007                               163                        147
   Additional paid-in capital                                                        22,030,624                 21,655,862
   Accumulated deficit                                                              (24,197,051)               (23,473,398)
                                                                                  --------------             --------------
Total Stockholders' Deficit                                                          (2,166,264)                (1,817,389)
                                                                                  --------------             --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                       $     244,102              $     363,144
                                                                                  ==============             ==============
</TABLE>

                        See notes to financial statements

                                        3
<PAGE>

                                   NUVIM, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                        Three Months Ended Septmeber 30,  Nine Months Ended September 30,
                        --------------------------------  -------------------------------
                           2008                 2007         2008                2007
                        ------------        ------------  ------------       ------------
                        (unaudited)         (unaudited)   (unaudited)        (unaudited)
<S>                      <C>                 <C>           <C>               <C>
Gross sales                $127,016            $248,818      $467,706           $924,121
Less: discounts,
 allowances and
 promotional payments        41,929              68,782       150,412            271,017
                        ------------        ------------  ------------       ------------
Net sales                    85,087             180,036       317,294            653,104
Cost of sales               101,804             108,539       293,258            502,076
                        ------------        ------------  ------------       ------------
Gross profit                (16,717)             71,497        24,036            151,028
Selling, general and
 administrative
 expenses                   171,371             299,235       700,535          1,309,026
                        ------------        ------------  ------------       ------------
Loss from operations       (188,088)           (227,738)     (676,499)        (1,157,998)

Other Income (Expense):
 Interest expense           (15,400)            (24,374)      (67,035)           (65,998)
 Gain on settlement of
  accounts payable                -                   -        19,881             13,521
                        ------------        ------------  ------------       ------------
    Total other income
     (expense) - net        (15,400)            (24,374)      (47,154)           (52,477)
                        ------------        ------------  ------------       ------------
Net loss before income
 tax benefit               (203,488)           (252,112)     (723,653)        (1,210,475)
                        ------------        ------------  ------------       ------------
Net loss                  ($203,488)          ($252,112)    ($723,653)       ($1,210,475)
                        ============        ============  ============       ============

Basic and diluted loss
 per share                   ($0.01)             ($0.02)       ($0.05)            ($0.09)
                        ============        ============  ============       ============

Weighted average number
of common shares
outstanding - basic
and diluted              16,361,959          14,604,382    15,523,633         13,893,019
                        ============        ============  ============       ============
</TABLE>

                        See notes to financial statements

                                        4
<PAGE>

                                   NUVIM, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008
                                   (unaudited)

<TABLE>
<CAPTION>

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

Stock sold to accredited investors, net            441,177          4             74,996             -                     75,000
Stock issued for services                          524,000          5             89,975             -                     89,980
Stock issued for accounts payable                  656,000          7            131,193                                  131,200
Employee stock based compensation                   -           -                 78,598             -                     78,598
Net Loss                                            -           -                 -                 (723,653)            (723,653)
                                                ----------    -------        -----------        -------------        -------------
Balance at September 30, 2008                   16,361,959       $163        $22,030,624        ($24,197,051)         ($2,166,264)
                                                ==========    =======        ===========        =============        =============
</TABLE>

                        See notes to financial statements

                                        5
<PAGE>

                                   NUVIM, INC.
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                              Nine Months Ended September 30,
                                                              -------------------------------
                                                                  2008              2007
                                                              -------------     -------------
                                                               (unaudited)       (unaudited)
<S>                                                           <C>               <C>
Cash Flow From Operating Activities:
   Net loss                                                   $   (723,653)     $ (1,210,475)
   Adjustment to reconcile net loss to net cash used in
operating activities:
   Depreciation                                                         54               498
   Amortization of debt discount on notes payable                   13,319            19,474
   Equity based compensation                                       168,578           432,044
   Gain on settlement of accounts payable                          (19,881)           -
   Provision for sales returns                                      -                202,235

Changes in Operating Assets and Liabilities:
   Accounts receivable                                              (6,577)         (179,847)
   Inventory                                                        94,203           (36,125)
   Prepaid expenses and other assets                                16,548            59,960
   Accounts payable                                                 33,280          (193,693)
   Accrued expenses                                                 25,917           108,429
   Accrued compensation                                            167,999            12,008
   Accrued interest                                                 46,199            46,200
                                                              -------------     -------------
      Net Cash Used in Operating Activities                       (184,014)         (739,292)
                                                              -------------     -------------
Cash Flow From Investing Activities:                                -                 -
                                                              -------------     -------------
Cash Flow From Financing Activities:
   Related party advance                                            65,000            -
   Other borrowing                                                  20,000            -
   Bank borrowings                                                   9,200            -
   Net proceeds from issuance of common stock                       75,000           683,820
                                                              -------------     -------------
      Net Cash Provided by Financing Activities                    169,200           683,820
                                                              -------------     -------------
(Decrease) Increase in Cash and Cash Equivalents                   (14,814)          (55,472)
Cash and Cash Equivalents at Beginning of Period                    14,814            55,472
                                                              -------------     -------------
Cash and Cash Equivalents at End of Period                    $     -           $     -
                                                              =============     =============
</TABLE>
                        See notes to financial statements

                                        6
<PAGE>

                                   NUVIM, INC.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BUSINESS AND BASIS OF PRESENTATION

A. BUSINESS

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

B. Going Concern

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  shown  in the  accompanying  financial
statements,  the Company  incurred  net losses of $203,488  and $723,653 for the
three and nine months ended  September 30, 2008 and $252,112 and  $1,210,475 for
the three and nine months ended  September  30, 2007,  respectively.  Management
also  expects  operating  losses to continue in 2008.  The  Company's  continued
existence is  dependent  upon its ability to secure  adequate  financing to fund
future operations and commence profitable  operations.  To date, the Company has
supported its activities through borrowings and equity investments. During 2007,
the  Company  raised  net  proceeds  of  $683,000  through  the  sale of  equity
securities.  During 2008, the company has raised approximately  $75,000 from the
sale of its equity securities.

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

C.   BASIS OF PRESENTATION

The unaudited  financial  statements  included  herein have been prepared by the
Company  pursuant to the rules and  regulations  of the  Securities and Exchange
Commission.  Accordingly,  they  do  not  include  all of  the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States for  complete  financial  statements.  The  unaudited  interim  financial
statements as of September 30, 2008

                                        7
<PAGE>

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

The  Unaudited  Statements  of  Operations  for the three and nine months  ended
September  30, 2007 and 2008 are not  necessarily  indicative of results for the
full year.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

A. Net Loss Per Share

Basic loss per share has been  calculated  using the weighted  average number of
common shares  outstanding in accordance with FASB 128 "Earnings Per Share." All
potentially   dilutive   securities,   including  options,   convertible  notes,
convertible  preferred  stock and  warrants  have been  excluded as common stock
equivalents and diluted loss per share has not been presented as such securities
are  antidilutive  due to the Company's net loss for all periods  presented.  At
December 31, 2007 and September  30, 2008,  the Company had warrants to purchase
7,013,800 and 6,999,398 shares of common stock, respectively, and employee stock
options to purchase  3,746,147 and 4,296,147 shares of common stock  outstanding
which are not included in the calculation.

B. USE OF ESTIMATES

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

C. Reclassifications

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

                                        8
<PAGE>

D. Stock-Based Compensation

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards No. 123R (revised  2004),  "Share-
Based  Payment"  which  revised  Statement  of  Financial   Standards  No.  123,
"Accounting for Stock-Based  Compensation" This statement supersedes Opinion No.
25,  "Accounting  for Stock Issued to  Employees."  The statement  addresses the
accounting for share-based payment  transactions with employees,  eliminates the
ability to account for share-based compensation transactions using the intrinsic
value  method  pursuant  to APB 25 and  requires  that  the  compensation  costs
relating to such  transactions  be  recognized at fair value in the statement of
operations.  The revised statement has been implemented by the Company effective
January 1, 2006.  The Company  continued to account for stock  awards  issued to
non-employees under the fair value method as described in EITF 96-18 "Accounting
for Equity  Investments that are issued to Other than Employees for Acquiring or
in  Conjunction   with  Selling  Goods  or  Services."   The  Company   recorded
approximately  $78,598 in expenses  related to stock options for the nine months
ended September 30, 2008. Such amount is included in General and  administrative
expenses at September 30, 2008.

E. Recent Accounting Pronouncements

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

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

NOTE 3 - STOCKHOLDERS' DEFICIT

A. Sales for Cash

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

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

                                        9
<PAGE>

B. Stock Issued for Services

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

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

C. Stock Issued for Accounts Payable

In April 2008, the Company  entered into an agreement to issue 656,000 shares of
common  stock and a $20,000  note  payable  due on  January  15th,  2009 for the
satisfaction of a $151,081 trade payable. The Company recorded a gain of $19,881
on the  transaction,  representing  the  excess of the  amount  of the  accounts
payable retired over the fair value of the note and stock.

NOTE 5 - RELATED PARTY TRANSACTIONS

Included  in  selling,  general  and  administrative  expenses  are  salaries to
immediate family members of an executive officer of the Company of approximately
$9,000 and $27,000 for the three and nine month  periods ended June 30, 2008 and
$9,000 and $30,000 for the three and nine month periods ended June 30, 2007.

In May 2008,  an officer of the  Company  loaned the Company  $25,000.  The loan
bears interest at 8% per annum and is due on March 31, 2009.

In August 2008, an officer and a director of the Company each loaned the Company
$20,000. The loans bear interest at 8% per annum and are due on March 31, 2009.

In  March  2008  an  officer  of  the  Company  deferred   $402,283  of  accrued
compensation to be paid no earlier than January 2011.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

In  August  2008,  NuVim  signed a letter of  intent  to merge  with  Innovative
Technologies Corp. of America.  At closing,  the shareholders of Innovative will
receive  $2,300,000  and 4,250,000  shares of NuVim common  stock.  NuVim is now
conducting  its due diligence  review and will execute a merger  agreement  upon
satisfactory  completion  of its  review.  The merger is  contingent  upon NuVim
receiving satisfactory financing for the purchase price and working capital.

                                       10
<PAGE>

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

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

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

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

  o business strategies, including any expansion into new products;

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

  o potential growth opportunities; and

  o the effects of competition.

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

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

Overview

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

                                       11
<PAGE>

performance,   enhances   cardiovascular   health,   and  promotes  well  being.
NutraFlora(R),  a  prebiotic  fiber is  uniquely  capable  of  promoting  health
supported by clinical studies by supporting the growth of beneficial (probiotic)
bacteria which in turn provide health benefits such as an enhanced immune system
and improved calcium and mineral absorption for better bone health. Studies also
show that  NutraFlora(R)  helps improves digestive  functions,  contributes to a
healthy  cholesterol,  and  metabolism.  In addition  NuVim contains 100% of the
recommended  daily  requirements  of vitamin C, E, B12,  and Zinc and 60% of the
recommended  daily  requirement  for vitamin A. NuVim  products  contain no fat,
cholesterol,  lactose,  caffeine,  artificial flavors or colors or high fructose
corn  syrup.  As we  move  forward  each  year,  we try to  discover  additional
ingredients  that can deliver health benefits and not compromise the NuVim great
taste to help us make NuVim the best thing you can drink.

         Proposed Merger
         ---------------

         In August 2008 NuVim has  executed a Letter of Intent for a merger with
Innovative  Technologies Corp. of America  ("Innovative"),  another manufacturer
and distributor of health related beverages.

         Innovative's  flagship  product,  Glacial Milk Complete  Nutrition,  is
formulated to help provide  overall  wellness  through the 120 nutrients in each
serving including 16 essential vitamins,  72 sea source ionic minerals, 17 amino
acids, 8 herbs,  3 essential  fatty acids.  Glacial Milk Complete  Nutrition has
been sold to Sam's clubs nationally  since late 2006. Other Innovative  products
include  Glacial  Milk Joint Care,  Glacial  Milk Noni  Complete,  Glacial  Milk
All-In-One  Complete  Nutrition for Kids,  Glacial Milk Complete Nutrition Black
Cherry, and Petamins.

         These  products  are  all  sold on the  Innovative  web  site,  but the
majority  of the  sales  come  from  everyday  sales  at the  565  Sam's  club's
nationally  and the  Sam's  Club  Roadshow  program.  The  Sam's  Roadshow  is a
structured  program which allows  manufacturers to set up kiosks in a Sam's club
and  sell  items  that  are not on the  shelf  everyday.  The  program  produces
additional  profits at Sam's Club without the  warehousing,  store  stocking and
shipping costs.

         This merger will also bring  ownership of Carb  Crusher(R)  (which is a
tea product that helps block the absorption of calories and  carbohydrates).  In
addition the merger will bring distribution rights to Hair of the Dog(R) (which,
taken  either  at night or in the  morning,  helps  mitigate  the  physiological
effects of alcohol).  Carb  Crusher(R)  has just been  authorized  for the Sam's
Roadshow  program and is expected to increase sales by a minimum of $1.5 million
next year. Hair of the Dog(R) is just beginning to be introduced to the market.

         NuVim will merger Innovative into a wholly owned  subsidiary.  Prior to
the merger,  Innovative will  reorganize  itself to free itself of all long term
debt, all administrative costs not related to the continuing business,  and have
positive working capital. In addition to owning two brands,  Glacial Milk(R) and
Carb Crusher(R), the merged company will own the distribution rights for Hair of
the Dog(R), excluding internet sales.

                                       12
<PAGE>

         When the merger is  consummated,  the owners of ITCA will  receive $2.3
million and 4,250,000 shares of restricted NuVim common stock.

         Since  signing  the  letter  of  intent,  NuVim has  conducted  its due
diligence,  including an audit of  Innovative's  financial  reports and records,
sought  up to $3.5  million  net in  financing  to pay the cash  portion  of the
purchase price and the expenses of the transaction as well as providing adequate
working capital for the combined  venture,  and reach a formal  agreement merger
document.

         The   Innovative   acquisition   provides   significant   synergies  in
manufacturing,  sales,  distribution and  administration  which should result in
increased  revenues  and  operational  efficiencies.  NuVim  should  be  able to
capitalize  on its  relationships  with  Wal-Mart  and the  military by offering
Innovative's  expanded  range  of  technologically  advanced  products  to these
accounts.  Innovative's  national distribution of its Glacial Milk at Sam's Club
provides the relationship to help increase total Sam's Club sales by adding both
the new Glacial Milk Joint product and NuVim beverages to the Sam's Clubs. Sam's
has been presented  with a fourth  quarter 2008 marketing  program to insure the
success of the Innovative products authorized.

         NuVim will  continue  to advance  its and  Innovative's  product  lines
through internal development and possibly other synergistic acquisitions.

         NuVim's Existing Activities
         ---------------------------

         In the first quarter 2008 we commercially  produced hot filled products
and began to offer them for sale in test  market.  Sold in single serve 12 ounce
bottles,  distribution  is targeted  primarily to, K through 12 school  systems,
colleges,  and hospital and business cafeterias.  Since then we have put further
production  on hold until post  merger.  In the fourth  quarter  2008 we plan to
produce  these  products  in the  same  co-packer  location  as  the  Innovative
products.  Selected  convenience  store  groups  will  be  a  secondary  target.
NuVim(R)'s  breakthrough  in the hot fill  products is the result of three years
work to develop a shelf stable  product which  duplicates the great taste of the
refrigerated  products  and  brings  the  consumer  the  same  wonderful  health
benefits.

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

         The US has over  5,500  hospitals  with 5 million  employees  including
700,000  physicians.  There are 41 million  students in K through 12 and over 35
million students in high schools and

                                       13
<PAGE>

colleges.  These  institutions  are the initial  targets on which  NuVim(R) will
focus its network of commissioned sales representatives.

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

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

         We have distributed our refrigerated  beverages since the year 2000 and
are in over 900 Supermarkets in the Eastern United States. In late 2003 we began
a test program with a single Wal-Mart supercenter. We are now in distribution in
approximately 120 Wal-Mart supercenters in Florida.

         In the  second  quarter of 2008 we began  distribution  of our 64 ounce
refrigerated beverage in US Military Base Commissaries.  There are approximately
168 commissaries in the United States, each serving a US Military Base. In April
2008,  we made our  first  shipments  to two  distribution  centers  serving  35
commissaries.  These  commissaries  serve as the  supermarket for our active and
retired  military  personnel  and their  families.  In November 2008 we received
additional  Commissary  authorizations which now put NuVim into 27% of the total
US commissaries.  These commissaries are located from New Jersey to Florida.  We
have and will continue to support the commissary  business with on site sampling
and couponing.  Our goal is to gain  distribution in all 167 US commissaries and
the approximately 80 commissaries overseas.

         We continue  to sell to high  potential  retailers  like  Wal-Mart  and
regional supermarket chains and seek other avenues of high volume and profitable
business like the military troop feeding,  army hospitals,  Veteran's hospitals,
military Post Exchanges, schools, colleges and hospital and business cafeterias.

         We have produced a 30 second television commercial for the refrigerated
products,  a 60 second  television  commercial  for the powder  product  and a 5
minute  educational  video  for the  product  and  will  air  these  commercials
throughout 2008 through  Platinum  Television  Group  headquartered in Deerfield
Beach Florida. The commercials run every week in selected

                                       14
<PAGE>

markets on tightly targeted television programs.  Platinum Television airs these
commercials  as part of our 2005 stock deal and our on going  relationship  with
them.  We  have a  commitment  from  PTG to air  approximately  1,100  of  these
commercials during 2008.

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

         Our focus is to push forward in eight areas:

     >   Increase the sales per store in existing Wal-Mart supercenters.

     >   Increase the number of Wal-Mart distribution centers/stores stocking
         the NuVim(R) 64 ounce size.

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

     >   Expand from the military commissary base of now 45 to all 168
         commissaries in the United States and further expand commissary
         distribution to the US bases worldwide

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

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

     >   Sell the shelf stable 12 ounce from the NuVim web-site store at a
         delivered price of approximately $2.75 per bottle (currently selling
         at www.nuvim.com)

     >   Increase sales of the powder mixes through the Company web-site,
         nutritional supplement retail chains, infomercials, and home shopping
         networks.

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

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

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

                                       15
<PAGE>

Ruth Carey R.D. LD and Coni Francis Ph.D. will discuss the lifetime  benefits of
drinking NuVim.

Sales Results

         The table set forth below  discloses  selected data regarding sales for
the quarter and the nine months ended  September 30, 2008 and 2007.  The data is
not necessarily indicative of continuing trends.

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

Unit Case Volume/Case Sales

<TABLE>
<CAPTION>
                            Three Months Ended             Nine Months Ended
                               September 30,                 September 30,
                         -------------------------     -------------------------
                             2008           2007           2008           2007
                             ----           ----           ----           ----
    <S>                  <C>            <C>            <C>            <C>
    Gross Cases Sold          6,780         12,857         24,417         48,878
    Gross Sales          $  127,016     $  248,818     $  467,706     $  924,121
    Net Sales            $   85,087     $  180,036     $  317,294     $  653,104
</TABLE>

Case shipments of our refrigerated  product decreased by 6,077 and 24,416 or 47%
and 50%,  respectively,  during the third  quarter  and the first nine months of
2008 compared with the same periods in the prior year. The reasons for the three
month and nine month  declines  were the  elimination  of accounts  that did not
offer the possibility of future  profits,  a reduction in the number of Wal-Mart
stores  serviced and less  promotional  spending.  The new  military  commissary
business has begun to show the  improvement in the trend of declining  sales. We
expect this  improvement  to continue at a much increased rate in the and fourth
quarter  with  the  increased  number  of  commissaries   authorized.   We  have
experienced a substantial restructure of our business in the nine months of this
year to prepare the company to focus on the merger with Innovative  Technologies
of America,  military  sales Sam's Club and Wal-Mart.  This is the future of our
company.  It is  certainly a bright note that we increased  military  commissary
authorization.  in the  same  store  sales on the  same  varieties  basis in the
Wal-Mart Acradia distribution center we increased store sales by 16% and through
the stores  through  the  Winterhaven  distribution  center same store sales per
variety increased 10%.

Results of Operations

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

         Gross Sales. For the three months ended September 30, 2008, gross sales
were  $127,016,  a decrease of $121,802 or 49% over gross sales of $248,818  for
the three months ended September

                                       16
<PAGE>

30,  2007.  The  decrease in gross sales is  primarily  attributable  to NuVim's
decision to close  marginal  accounts and the decrease in the number of Wal-Mart
stores serviced  offset somewhat in this quarter by the new military  commissary
business.

         Discounts,  Allowances and Promotional  Payments.  For the three months
ended  September 30, 2008,  promotional  allowances and discounts were $41,929 a
decrease of $26,852 or 39% from the  promotional  allowances  and  discounts  of
$68,782  for the three  months  ended  September  30,  2007.  This  decrease  is
primarily  attributable  to lower returns of product after  expiration  date and
less price based promotion, as well as lower sales.

         We record  the price  reductions,  which  are  reimbursed  by us to the
retailers,  in accordance  with Financial  Accounting  Standards  Board Emerging
Issues Task Force, No. 01-09,  Accounting for Consideration Given by a Vendor to
a  Customer.   We  expect  to  continue  to  use  price  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
increased from 28% for the three months ended  September 30, 2007 to 33% for the
three months ended September 30, 2008.

<TABLE>
<CAPTION>
                                                 Three Months Ended         Increase      Percentage
                                                   September 30,           (Decrease)
                                             -------------------------------------------------------
                                                 2008           2007
                                                 ----           ----
<S>                                          <C>            <C>            <C>              <C>
Discounts for timely payment                 $      473     $    1,562     $  (1,089)        (70%)
Product returned after its expiration date       11,695         31,169       (19,474)        (63%)
Promotional price allowances, coupons
and other incentives                             29,761         32,051        (2,290)         (7%)
Slotting fees                                                    4,000        (4,000)       (100%)
                                             ----------     ----------     ----------       --------
Total Discounts, Allowances and
Promotional Payments                         $   41,929     $   68,782     $ (26,852)        (39%)
                                             ==========     ==========     ==========       ========
</TABLE>

         Net Sales. Net sales for the three months ended September 30, 2008 were
$85,087, a decrease of $94,949, or 53% below net sales of $180,036 for the three
months  ended  September  30,  2007.  The  decrease  in net  sales is  primarily
attributable to the elimination of unprofitable accounts offset by reduced price
discounting.

         Cost of Sales.  For the three months ended  September 30, 2008, cost of
sales  was  $101,804,  a  decrease  of  $6,735 or 6.2% from the cost of sales of
$108,539 for the three months ended  September 30, 2007.  This reduction is much
lower than the  percentage  reduction  in both Gross and Net Sales  because this
quarter's Cost of Sales includes  several  batches with a cost of  approximately
$28,000 which had to be discarded  because of supplier and producer  errors.  We
have made claims  against both which,  when  received,  will be treated as Other
Income in the period received.

                                       17
<PAGE>

         Gross Profit. Gross profit was a loss of $(16,717) for the three months
ended September 30, 2008, a decrease of $88,214 from the gross profit of $71,497
for the three months ended  September  30, 2007.  Gross Loss as a percentage  of
gross sales was (13)% for the three months ended  September 30, 2008 compared to
28% for the three months ended  September 30, 2007. Both Gross Profit amount and
percentage  decreased  because  of both the  reduction  in Gross  Sales  and the
increase in Cost of Sales because of the supplier and producer errors.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses were $171,371 for the three months ended  September 30,
2008, a decrease of $127,864,  or 43% from selling,  general and  administrative
expenses of $299,235 for the three months ended  September 30, 2007. This is the
result of continued economies in the executive suite.

         Loss from  Operations.  Loss from operations was $188,088 for the three
months ended  September 30, 2008 compared to $227,738 for the three months ended
September 30, 2007, a reduction of 17%. The decreased loss despite the reduction
of Sales and the production errors is due to continuing  operating  improvements
and reduced administrative expenses offset by decreased Gross Profit,.

         Other  Expense.  Other Income for the three months ended  September 30,
2008 was $15,400 consisting of Interest Expense.

         Net Loss.  Net loss was $203,488  for the three months ended  September
30, 2008 compared to $252,112 for the three months ended September 30, 2007. The
$48,624  decrease  in net loss  despite  reduced  sales and the  production  and
supplier  errors  is  due  to the  sharp  reduction  of  Selling,  General,  and
Administrative Expense offset by reduced Gross Profit.

Results of operations  for the nine months ended  September 30, 2008 compared to
the nine months ended September 30, 2007

         Gross Sales.  For the nine months ended September 30, 2008, gross sales
were $467,706, a decrease of $456,415, or 49% lower than gross sales of $924,121
for the nine months ended  September 30, 2007. The decrease for the year to date
is  primarily  due to  NuVim's  decision  of close  out  marginal  accounts  and
reduction of the number of Wal-Marts  served during the second quarter offset by
an increase in gross sales for nine months primarily  attributable the increases
at the new commissary business.

         Discounts,  Allowances and  Promotional  Payments.  For the nine months
ended September 30, 2008,  promotional allowances and discounts were $150,412, a
decrease of $120,605 or 45%, from the  promotional  allowances  and discounts of
$271,017  for the nine  months  ended  September  30,  2007.  This  decrease  is
primarily attributable to decreased promotional activities during the first nine
months of the year arising from reduced volume and fewer returns.

         We record  the price  reductions,  which  are  reimbursed  by us to the
retailers,  in accordance  with Financial  Accounting  Standards  Board Emerging
Issues Task Force, No. 01-09,  Accounting for Consideration Given by a Vendor to
a Customer. We expect to continue to use price

                                       18
<PAGE>

promotions and coupon  distribution  selectively as a means to promote  consumer
sampling and trial of our product into the  foreseeable  future.  As the product
matures and a higher  percentage of users of our product are repeat  purchasers,
we expect coupon expense,  relative to gross sales, to decline. Total Discounts,
Allowances  and  Promotional  payments as a percentage of gross sales  increased
from 29% for the nine months ended September 30, 2007 to 32% for the nine months
ended September 30, 2008, reflecting the lower volume of sales and our increased
efforts to market our beverages in the markets in which we are concentrating.

<TABLE>
<CAPTION>
                                                 Nine months Ended          Increase      Percentage
                                                   September 30,           (Decrease)
                                             -------------------------------------------------------
                                                 2008           2007
                                                 ----           ----
<S>                                          <C>            <C>            <C>              <C>
Discounts for timely payment                 $    1,926     $    6,777     $   (4,851)        (72%)
Product returned after its expiration date       56,985         90,655        (33,670)        (37%)
Promotional price allowances, coupons
and other incentives                             91,500        169,585        (78,085)      (46.0%)
Slotting fees                                                    4,000         (4,000)      (100.%)
                                             ----------     ----------     -----------      --------
Total Discounts, Allowances and
Promotional Payments                         $  150,412     $  271,017     $ (120,605)        (45%)
                                             ==========     ==========     ===========      ========
</TABLE>

         Net Sales.  Net sales for the nine months ended September 30, 2008 were
$317,294 a decrease of $325,810, or 51% lower than net sales of $653,104 for the
nine months ended September 30, 2007. The decrease in net sales is a combination
of  the  elimination  of  marginal   accounts  and   concentration  of  Wal-Mart
distribution centers offset by a decrease in promotional activities.

         Cost of Sales.  For the nine months ended  September 30, 2008,  cost of
sales was $293,258,  a decrease of $208,818,  or 41% lower than cost of sales of
$502,076  for the nine  months  ended  September  30,  2007.  Cost of sales as a
percentage of gross sales was 63% for the nine months ended  September 30, 2008,
compared with 54% for the nine months ended September 30, 2007. During the third
quarter NuVim experienced  production losses valued at approximately $28,000 due
to  producer  and  supplier  errors.  We have begun  claims  against  both.  Any
recoveries will be reflected as Other Income in the period received.

         Gross  Profit.  Gross  profit was  $24,035  for the nine  months  ended
September  30, 2008, a decrease of $126,993  from the $151,028  gross profit for
the nine months ended September 30, 2007.  Gross profit as a percentage of gross
sales was 5% for the nine months ended  September  30, 2008,  about one third of
the gross  profit  percentage  of  approximately  16% for the nine months  ended
September 30, 2007. This change largely reflects the production loss incurred in
the third quarter.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses were  $700,535 for the nine months ended  September 30,
2008, a decrease of $608,491,  or 46% from selling,  general and  administrative
expenses of $1,309,026  for the nine months ended  September 30, 2007.  Selling,
general and administrative expenses exceeded net sales in

                                       19
<PAGE>

both  periods as we change our  business as  discussed  above.  The  decrease in
selling,  general and administrative expenses is due to decreases in payroll and
related expenses,  elimination of royalty,  and reductions in insurance premiums
and office related expenses.

         Loss from  Operations.  Loss from  operations was $676,499 for the nine
months ended September 30, 2008 compared to $1,157,998 for the nine months ended
September 30, 2007. The $481,499  decrease in loss from operations was primarily
attributable to the reduction in  administrative  expenses offset by the decline
in Gross Profit.

         Other  Expense.  Other Expense for the nine months ended  September 30,
2008 was $47,154  consisting of Interest  expense of $67,035 (an $1,037 increase
from the $65,998  recorded in the same period in 2007) partially offset by gains
on accounts payable  settlements (which increased from $13,521 in the first nine
months of 2007 to 19,881 in the same period in 2008).  Overall,  Other  Expenses
decreased  by $5,323 for the first nine  months of 2008  compared  with the same
period in 2007.

         Net Loss. Net loss was $723,653 for the nine months ended September 30,
2008 compared to $1,210,475  for the nine months ended  September 30, 2007.  The
$486,822 or 40% decrease in net loss was primarily  attributable  to the factors
discussed above.

Liquidity and Capital Resources

       Liquidity and Capital Resources

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

         Through  September  30, 2008,  NuVim has raised a net of $75,000 in new
working  capital  through  the sale of common  stock and has  obtained  services
valued at  approximately  $168,573 in exchange for 524,000  shares of its common
stock.  In  addition,  NuVim  received  loans  aggregating  $65,000 from related
parties. In addition,  NuVim settled $164,000 of charges for accounting services
by issuing 656,000 shares of its common stock.

         We have participated in the New Jersey Economic  development  Authority
Tax  Transfer   program  for  the  past  5  years  and  will  again  this  year.
Approximately  $175,000 was received  from this program in December of 2007.  We
have already applied for the 2008 program and anticipate receiving approximately
$70,000 by  December of this year.  As NuVim  continues  to cut its losses,  the
amount received each year will decrease.

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

         Net  cash  used in  operating  activities  for the  nine  months  ended
September 30, 2008 was

                                       20
<PAGE>

$184,014  compared to cash used in operating  activities of $739,292  during the
same period in 2007.  The decrease in cash used by operating  activities  during
the first nine  months of $548,778  was  primarily  attributable  to reduced Net
Losses arising primarily from lower administrative expense.

         $169,200 was provided by  financing  activities  during the nine months
ended September 30, 2008 compared with $683,820  provided during the nine months
ended  September  30, 2007.  In 2007,  we  conducted a private  placement of our
common stock.

Application of Recent and Critical Accounting Policies and Pronouncements

Recent Accounting Pronouncements

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

Critical Accounting Estimates

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

Stock-Based Compensation

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

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

                                       21
<PAGE>

$78,598 in compensation expense during the nine months ended September 30, 2008.
Such amount is included in general and administrative  expenses on the statement
of operations.

         Critical  accounting  policies are defined as those that are reflective
of significant judgments,  estimates and uncertainties and potentially result in
materially different results under different  assumptions and conditions.  For a
detailed  discussion on the application of these and other accounting  policies,
see Note 2 to our annual  financial  statements  for the year ended December 31,
2007.

         Placement and Promotional Allowances and Credits for Product Returns

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

         Accounts Receivable

         We evaluate the  collectibility of our trade accounts  receivable based
on a number of factors. Accounts receivable are unsecured,  non-interest bearing
obligations that are typically due from customers  between 10 and 30 days of the
invoice  date. We apply  collections  in  accordance  with  customer  remittance
advices  or to  the  oldest  outstanding  invoice  if no  remittance  advice  is
presented  with  payment.  Our overall  receivables  are  approximately  17 days
outstanding.

         We estimate an allowance for doubtful accounts and revenue  adjustments
based on historical trends and other criteria. We have had only one account that
could not be collected  since the  inception of the company in 2000.  The amount
was less than $10,000.  Further, as accounts  receivable  outstanding are deemed
uncollectible   or  subject  to  adjustment,   these   allowances  are  adjusted
accordingly.  In  circumstances  where we become aware of a specific  customer's
inability to meet its financial  obligations  to us, a specific  reserve for bad
debts is

                                       22
<PAGE>

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  September  30,  2008,  we  did  not  have  any  relationships  with
unconsolidated  entities  or  financial  partnerships,  such as  entities  often
referred to as structured finance or special purpose entities,  which would have
been established for the purpose of facilitating  off-balance sheet arrangements
or other contractually narrow or limited purposes.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4T. Controls and Procedures.

               (a)   Evaluation of Disclosure Controls and Procedures

         Mr.  Kundrat,  NuVim's  Chief  Executive  Officer  and Chief  Financial
Officer,  evaluated  the  effectiveness  of  the  design  and  operation  of its
disclosure  controls and  procedures as defined in Exchange Act Rule  13a-15(e).
The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and
15d-15(e) under the Securities  Exchange Act of 1934, as amended,  (the Exchange
Act) means  controls  and other  procedures  of a company  that are  designed to
ensure that this information is recorded,  processed,  summarized,  and reported
within the time  periods  specified  in the SEC's  rules and  forms.  Disclosure
controls and procedures include controls and procedures  designed to ensure that
information  required to be  disclosed by a company in the reports that it files
or  submits  under the  Exchange  Act is  accumulated  and  communicated  to the
company's management,  including its principal executive and principal financial
officers,   as  appropriate  to  allow  timely  decisions   regarding   required
disclosure.   Based  upon  their  evaluation  of  its  disclosure  controls  and
procedures,  NuVim's  chief  executive  and the  chief  financial  officer  have
concluded  that,  as of  September  30,  2008 and as of the date of filing,  the
controls, and procedures were effective at a reasonable assurance level and will
continue to operate as designed.

         NuVim maintains certain internal controls over financial reporting that
are  appropriate,   consistent  with  cost-benefit  considerations,  to  provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation of financial statements for external purposes

                                       23
<PAGE>

in accordance with generally accepted accounting principles.

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

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

               (c)   Changes in Internal Control over Financial Reporting

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

                                       24
<PAGE>

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Rick Factors

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

We Will Need to Raise Additional Capital.

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

         During 2008,  NuVim raised a net total of about $75,000 from accredited
investors and obtained an additional $168,578 of services in exchange for common
stock.

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

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

                                       25
<PAGE>

         In their  report  in  connection  with  our  2007  and  2006  financial
statements,  both our auditors  included an explanatory  paragraph stating that,
because we have  incurred net losses and have a net capital  deficiency  for the
years ended  December 31, 2006 and 2007,  there is  substantial  doubt about our
ability to continue as a going  concern.  The  extension of $650,000 of debt and
interest  thereon  to a payable  date of January  15,  2011 does  alleviate  the
immediate debt concerns.  Our continued existence will depend in large part upon
our  ability  to  successfully  secure  additional   financing  to  fund  future
operations.  Our  initial  public  offering  was not  sufficient  to  completely
alleviate these concerns;  the proceeds have been adequate to fund operations to
date, but we will need to raise additional funding to continue operations. If we
are not  able to  achieve  positive  cash  flow  from  operations  or to  secure
additional  financing as needed, we will continue to experience the risk that we
will not be able to continue as a going concern.

Our Limited Operating History Makes Evaluation Of Our Business Difficult.

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

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

         Since our inception in 1999, we have incurred net losses in every year,
including  net losses of  $1,449,378  for the year ended  December  31, 2007 and
$723,653 for the nine months ended  September 30, 2008. We had a working capital
deficit of $689,227 at  September  30,  2008 and have  negative  cash flows from
operations.  As a result of ongoing operating losses, we also had an accumulated
deficit of  $24,197,051  and a  stockholders'  deficit of $2,166,264 at the same
date. We expect to incur losses until at least through 2008 and may never become
profitable. We also expect that our expenses will not increase substantially for
the  foreseeable  future as we seek to  expand  our  product  line and sales and
distribution  network,  implement internal systems and infrastructure and comply
with the legal,  accounting and corporate  governance  requirements imposed upon
public companies.

Our  Continued  Progress  Depends Of  Consumer  Acceptance  of the  Reformulated
Beverage

         In the first quarter of 2007, NuVim introduced a reformulated  beverage
and began producing it at a new plant.  Although the new  formulation  maintains
the same taste,  reduces  calories  per serving from 70 to 45,  eliminates  High
Fructose Corn Syrup, as an ingredient, and

                                       26
<PAGE>

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

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

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

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

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

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

Our Business May Suffer From Lack Of Diversification.

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

                                       27
<PAGE>

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

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

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

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

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

         We have recently begun producing  limited  quantities of a shelf stable
product with a shelf life of approximately 180 days. This should address some of
these problems.

Government Regulation May Adversely Affect Our Business.

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

                                       28
<PAGE>

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

                                       29
<PAGE>

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

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

Sales for Cash

         None

Common Stock Issued for Services

         None

Item 3. Defaults Upon Senior Securities

         None

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

       None

Item 5. Other Information

None

Item 6. Exhibits

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

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

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

                                       30
<PAGE>

                                   SIGNATURES

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

   NUVIM, INC.

   Date: November 13, 2008     By: /s/ RICHARD P. KUNDRAT
                                    Richard P. Kundrat
                                    Chief Executive Officer and Chairman
                                    of the Board
                                    (Principal Executive Officer)

   Date: November 13, 2008     By: /s/ RICHARD P. KUNDRAT
                                    Richard P. Kundrat, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       31