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

                              REPORT ON FORM 10-KSB

(Mark one)
/X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT OF 1934 for the year ended December 31, 2007.

/ /     TRANSITION REPORT  PURSUANT TO  SECTION 13 OR 15(D)  OF  THE  SECURITIES
        EXCHANGE ACT OF 1934 for the transition period from _____  to _________.

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

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

           Delaware                                13-4083851
  -------------------------          ---------------------------------------
   (State of Incorporation)          (I.R.S. Employer Identification Number)

         12 North State Route 17                     07652
-----------------------------------------         -----------
 (Address of Principal Executive Offices)          (Zip Code)

201.556.1010
---------------------------
(Issuer's Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001
par value per share.

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

     Check if there is  no disclosure of delinquent  filers in response to  Item
405 of Regulation SB is not contained  herein and will not be contained, to  the
best  of  the  registrant's  knowledge,  in  definitive  proxy  or   information
statements incorporated by reference in Part III of this Form 10SKB or any other
amendment to this Form 10SKB.  /X/

     The issuer's revenues for its most recent fiscal year were $1,137,285.

The aggregate market  value of the  voting stock held  by non-affiliates of  the
issuer on March 24, 2008, based upon  the $0.20 per share average bid and  asked
prices of such stock on that date, was $2,463,837, based upon 12,319,187  shares
held by non-affiliates of the issuer.

    Check whether the issuer has filled all documents and reports required to be
filed by  section 12,  13, or  15(d) of  the Exchange  Act after distribution of
securities under a plan confirmed by a court.  Yes / / No / /

The  total  number  of  issuer's  shares  of common stock  outstanding  held  by
affiliates and non- affiliates as of March 24, 2008 was 14,950,782.

Documents Incorporated by Reference: Items 9, 10, 11, 12 and 14 are incorporated
from the Information Statement included in  Schedule 14C to be filed within  120
days of the end of the fiscal year.  See also Item 13, Exhibits.
<PAGE>

                           FORWARD-LOOKING STATEMENTS

Statements  that  are  not  historical  facts,  including  statements  about our
prospects and  strategies and  our expectations  about growth  contained in this
report are "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934, as amended. These forward-looking statements represent our present-
expectations or beliefs concerning future  events. We caution that such  forward
looking  statements  involve known  and unknown  risks, uncertainties  and other
factors which may  cause our actual  results, performance or  achievements to be
materially  different  from  any  future  results,  performance  or achievements
expressed or implied by  such forward-looking statements. Such  factors include,
among  other  things,  the  uncertainty  as  to  our  future  profitability; the
uncertainty  as  to   whether  our  new   business  model  can   be  implemented
successfully; the accuracy  of our performance  projections; and our  ability to
obtain  financing  on   acceptable  terms  to   finance  our  operations   until
profitability.

                                     PART I

ITEM 1.  DESCRIPTION OF THE BUSINESS

INTRODUCTION

     We produce, market, and distribute NuVim(R) beverage dietary supplements in
chilled  and  shelf stable  ready-to-drink  beverages and  powder  mixes.  NuVim
utilizes the micronutrient NutraFlora(R), minerals, vitamins and whey protein to
provide important  health benefits  to its  consumers. Whey  protein, NuVim(R)'s
largest ingredient,  other than  water, enhances  physical performance, enhances
cardiovascular  health, and  promotes well   being.  NutraFlora(R),  a prebiotic
fiber  is uniquely  capable of  promoting health  by  supporting  the growth  of
beneficial (probiotic) bacteria which in turn provide health benefits such as an
enhanced immune system  and improved calcium  and mineral absorption  for better
bone  health.  Studies  also show  that NutraFlora(R)  helps improves  digestive
functions, contributes to  a healthy cholesterol,  and metabolism.  In  addition
NuVim contains 100% of the recommended  daily requirement of vitamin C, E,  B12,
and Zinc and 30%  of the requirement for  vitamin A.  NuVim products  contain no
fat, cholesterol, lactose,  caffeine, artificial flavors  or high fructose  corn
syrup.  As we move forward each year, we try to discover additional  ingredients
that can deliver  health benefits and  not compromise the  NuVim great taste  to
help us make NuVim the best thing you can drink.

     During the third quarter, we began production of a shelf stable version  of
our beverages in  the same flavors  as the chilled  versions. Offered in  single
serve  12  ounce bottles,  distribution  is targeted  to  convenience stores,  K
through 12 school systems, colleges, and hospitals.  NuVim(R)'s breakthrough  is
the  result  of  three  years  work to  develop  a  shelf  stable  product which
duplicates the great taste of the refrigerated products and brings the  consumer
the same wonderful health benefits.

     As the products are introduced to the schools and hospitals 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.

     The  US has  over 5,500  hospitals with  5 million  employees and   700,000
physicians as well as 41 million students ages 5 through 14 and over 35  million
students  in high  schools and  colleges.  These  institutions are  the  initial
targets on which NuVim(R) will focus its network of commissioned sales  brokers.

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<PAGE>

     We focus on developing the NuVim(R) brand through a mix of advertising  and
promotional programs that build consumer awareness, trial and repeat  purchases.
The     marketing     consists    of     television     advertising    newspaper
advertising/advertorials,  product  sampling,  coupon  distribution, promotional
price discounts, and a newly  formed consumer NuVim(R) e-mail health  newsletter
that  is  distributed  to  consumers  throughout  the  US  every  three   weeks.
NutraFlora(R) through their public relations firm is also developing and  airing
news  segments  that  include   NuVim(R)'s  health  benefits.  These   marketing
expenditures are  essential to  build the  NuVim(R) brand.  We continue  to test
various ways to find the most cost efficient means to use our marketing funds to
increase consumer awareness, trial and  repeat purchases. We believe that  these
advertising and promotional activities are  critical to the long term  growth of
our business and expect to continue these programs in the future.

     We have distributed our refrigerated beverages since the year 2000 and  are
in  approximately 1,900  Supermarkets in  the Eastern  United States.   In 2002
company revenues were $3.5 million.  However, we eliminated most advertising and
marketing support for our product  in the second half of  2002 due to a lack  of
funding.  We recapitalized our company in September 2005 through the  conversion
of approximately $7.7 million  of debt into common  stock and an initial  public
offering of our common  stock and in essence  restarted the company. Since  that
time we  have concentrated  our limited  financial resources  on developing  and
supporting distribution opportunities that we believe will provide the  greatest
profitable sales  expansion potential.  We continue  to sell  to high  potential
retailers like Wal-Mart, and, regional  supermarket chains and other avenues  of
high volume  and profitable  business like  the military  commissaries, military
troop feeding, schools, colleges and hospital groups. We do not expect that  all
of these tests will culminate in success,  but will pursue each one in the  best
efficient manner to  determine their viability.  Additional funds raised  in the
first months of 2008 will help achieve these goals.

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

     We have  launched an  equity funded  print news  media campaign  to educate
consumers about  the benefits  of NuVim(R)  and create  market awareness for our
product.  The media  program which began  in January 2006  continued through the
fourth quarter of 2007.

     We have  produced a  30 second  television commercial  for the refrigerated
products, a  60 second  television commercial  for the  powder product  and a  5
minute  educational  video  for  the  product  and  will  air  these commercials
throughout 2007  through Platinum  Television Group  headquartered in  Deerfield
Beach Florida.  The  commercials run every  week in selected  markets on tightly
targeted television  programs.  Platinum  Television airs  these commercials  as
part 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.

     During 2007  we continued  to have  had limited  funding to support product
sampling and advertising programs, which we believe are critical to maintain and
increase sales  of our  products.  Therefore,  we have  focused our  spending on
promotions in accounts that we believe

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<PAGE>

will offer the greatest potential  for sales growth and expansion  opportunities
until we are able to raise funding for additional marketing programs.

     Our focus is to push forward in eight areas:

   o Increase the sales per store in existing Wal-Mart supercenters.
   o Increase  the number  of Wal-Mart  distribution centers  and therefore  the
     stores serviced by  the new distribution  centers stocking the  NuVim(R) 64
     ounce size.
   o Increase the business with  the current profitable supermarket chain  store
     groups and eliminate accounts that are unprofitable longer term.
   o Successfully test in 65  authorized military commissaries with the  goal of
     getting distribution of the 64 ounce product in all 200 commissaries.
   o Work with the Department of Defense to develop a program for troop feeding,
     veterans hospitals etc.
   o Introduce our new shelf stable 12 ounce beverages in three varieties to the
     K through 12 school  systems, colleges and universities,  hospitals, health
     clubs, and convenience stores.
   o Sell the shelf stable 12 ounce to the NuVim web-site store at a delivered
     price of approximately $2.75 per bottle (currently selling at
     www.nuvim.com)
   o Increase sales of the powder mixes through the Company web-site, nutritonal
     supplement retail chains and home shopping networks.
   o Gain  access to  the food  service markets  with the  shelf stable products
     through beer distributors and the independent non-alcoholic distributors.
   o Open the export market to Asia and Mexico with the 12 ounce shelf stable
     products

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

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

     In late 2003 we began a test program with a single Wal-Mart supercenter  We
are now  in distribution  in approximately  300 Wal-Mart  supercenters in  North
Carolina, South Carolina,  Florida, Alabama, Georgia  and a couple  of stores in
Mississippi

Industry Background

     NuVim(R), as a dietary supplement  in beverage form, is considered  part of
the "functional foods" category  of  the  nutrition industry.  Functional  foods
are defined  as foods  and beverages  that promise  health benefits beyond their
inherent nutritional value. The largest segment of the functional foods category
is  beverages  according  to  Business  Communications  Company,  Inc.  ("BCC").
Functional beverages include a variety of drinks, such as sports drinks,

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<PAGE>

energy  drinks, enhanced  fruit drinks,  soy beverages,  ready-to-drink tea  and
bottled water.

     The functional beverage  market in the  United States has  developed beyond
being a niche  category of drinks  meant for better  health and well-being.  The
wide variety of functional beverages makes available options that can appeal  to
many types of consumers who have become taste- and ingredient-conscious as  well
as more sophisticated about their overall food consumption.  In its 2004  report
on the  United States  functional beverages  market, Frost  & Sullivan cites the
following trends in the functional beverages market:

   o physical   fitness and  mental  well-being  are the  core needs driving the
     functional beverage industry;
   o the variety  of  functional  beverages  has grown to  appeal to almost  all
     demographics of consumers;
   o  the   growing   ethnic   population   in  the  United   States  influences
     beverage  consumption patterns with their use of novel ingredients; and
   o while still a small segment of the competitive and already crowded beverage
     industry,  functional   beverages have  splintered into  many subcategories
     with their own consumer target markets.

     BCC estimates  that the  functional beverage  segment of  the industry will
grow from approximately $8.7 billion  in 2002 to approximately $11.5  billion in
2007, despite a decline in overall beverage industry growth rate. BCC  estimates
that the chilled juice market  will increase from approximately $3.0  billion to
approximately  $4.2  billion from  2002  to 2007  and  that sports  drinks  will
increase from approximately $2.0 billion  in 2002 to approximately $2.6  billion
in 2007.

     According  to  "New  Nutrition Business,"  a  journal  for healthy  eating,
functional foods,  and nutraceuticals,  in recent  years there  has been a trend
toward  increased  consumption of  dietary  supplements, as  well  as foods  and
beverages  that assist  the human  body in  preventing and  controlling certain
diseases.   We believe  that the  growing demand  and awareness  for functional
beverages will increase consumer  acceptance of dietary supplements  and enlarge
this category's share of the total beverage market.

     We believe growth in the functional foods market is driven by the following
trends:

   o increasing medical acceptance  and recommendation of supplements,  vitamins
     and health foods;
   o increasing consumer desire to avoid prescription drugs and seek non-medical
     treatment options;
   o growing  number of consumers seeking health benefits in food and beverages;
   o growing  number of consumers seeking to avoid certain unhealthy  attributes
     in foods and beverages;
   o  growing   scientific   interest  in the  problems  of  inflammation  and a
     compromised immune system; and
   o better nutritional educational practices being taught at all levels in  the
     school system.

     Many of these trends are a result of the fact that the U.S. population over
35 years of age  is growing 20% faster  than the overall population.  Therefore,
these issues are of concern to an increasing proportion of the population.

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<PAGE>

Our Strategy

        Our  objective  is  to  become  a  leading  provider  of   good-tasting,
nutritional beverages and beverage products designed to promote health using the
best technologies that become available.  The elements of our business  strategy
include the following:

      o Increasing brand awareness, trial  and repeat purchases of the  NuVim(R)
        products   through   brand  building   activities   including  sampling,
        advertising, promotion and other marketing activities.
      o Expanding sales for our existing product line  in our current markets.
      o Introducing new products into our current markets including the NuVim(R)
        shelf stable single serve and the powder version.
      o Expanding the Wal-Mart authorized number of stores and distribution
        centers
      o Gaining distribution in the 200  military commissaries
      o Gaining  distribution  to the  veterans  hospitals  and  troop   feeding
        through a Department of Defense contract.
      o Expanding our distribution channels beyond the current concentration  in
        supermarkets, to club warehouses, convenience stores, schools,  business
        cafeterias, drug stores, fast food outlets and other locations using the
        12 ounce size, 16-ounce plastic bottle single-serving size.
      o Expand the  powder version through  e-commerce, retail outlets  and fund
        raising organizations.
      o Build the brand, increase revenues and achieve profitability in order to
        position  NuVim(R) as a possible  joint  venture or merger partner.
      o NuVim(R)  is also  a possible  acquisition candidate  for one  of the 13
        multi-national  food  and  beverage companies  that  might  seek to  add
        healthy product choices to their product offerings.

Our Products

       We  have  developed NuVim(R)  beverages  to provide  consumers  with good
-tasting  beverages  that  help strengthen  the  immune  system, support  muscle
flexibility,  promote  athletic   performance,  increase  mineral   and  vitamin
absorption, especially calcium, and  improve digestion. All of  our refrigerated
and  shelf  stable  products contain  the  proprietary,  patented and  exclusive
micronutrient NutraFlora(R) and a level of  whey protein that helps keep a  body
healthy.

       Current Products

        Ready to Drink Beverages

        Refrigerated

       This product line consists of natural, not artificially,  fruit-flavored,
refrigerated dietary supplement beverages available in three flavors: Strawberry
Vanilla,  Orange  Tangerine  and  Fruit  Symphony.   The  64-ounce  cartons  are
currently is sold in the  refrigerated juice section of major  supermarkets.  We
also sell single-serving, 16-ounce bottles, which are available in Strawberry

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Vanilla and Orange Tangerine flavors.   This smaller size in plastic  bottles is
currently marketed  primarily to  small grocery  stores, some  major supermarket
chains and delicatessens.

    NuVim  has been  formulated with  whey protein,  minerals and  vitamins and
NutraFlora(R) to achieve  its benefit of,  enhanced immunity, increased  vitamin
and  mineral  absorption, improved  digestion  and joint  health.  Whey protein,
NuVim(R)'s  largest  ingredient,  other  than  water,  has  been  credited  with
increased  physical  performance,  building  and  repairing  muscle  tissue, and
enhanced  cardiovascular health.   NutraFlora has  been clinically  tested to  ,
promoting wound  healing, increased  mineral and  vitamin absorption  especially
calcium, aiding in digestion,  and strengthening immune defense.   NutraFlora(R)
is uniquely capable of promoting  health by supporting the growth  of beneficial
(probiotic) bacteria  which in  turn provide  health benefits  such as  improved
calcium  and mineral  absorption for  better bone  health and  a strong  immune
system. Almost 200 studies also show that NutraFlora(R) helps improve  digestive
functions and  bone and  joint health  and contributes  to a healthy cholesterol
metabolism. The NuVim has no hi-fructose corn syrup, no caffeine, no lactose, no
artificial  flavors no  fat or  cholesterol and  only 45  calories per  8 ounce
serving.

    In  addition  to  containing  the  prebiotic  micronutrient   NutraFlora(R),
NuVim(R) refrigerated beverages are  also fortified with vitamins  and minerals.
An eight-ounce serving offers 100% of the minimum daily requirement of  Vitamins
E, C,  B-12, and  zinc, smaller  portions of  Vitamin A,  protein, and  all nine
essential  amino  acids.   The  beverage  is  readily  digestible,  is virtually
lactose-free  and contains  no fat,  cholesterol, or  caffeine.  An  eight-ounce
serving contains 45 calories, 6 grams of sugar and 9 grams of carbohydrates.

    The  64-ounce size  of NuVim(R)  is typically  priced from  $2.78 to  $3.99,
depending on  the supermarket.   This is  approximately the  same price or lower
than the  everyday price  of a  64-ounce carton  of a  nationally branded orange
juice.  The 16-ounce  bottle is  typically priced  from approximately  $1.29 to
$1.59.

     Shelf Stable

     During 2007 we developed a shelf stable version of all three NuVim flavors.
This  product, packaged  in 12  ounce, single  serve bottles,  does not  require
refrigeration during the  distribution and storage  at the end  user level. This
opens new  chains of  distribution, including  over 1,500  local distributors of
beer, soda, and general merchandise to smaller supermarkets, convenience stores,
other  outlets  not  served  by  refrigerated  distributors.   Our  distribution
strategy is to align NuVim with the national or local beer distributors who will
be seeking  new non-alcoholic  beverages to  increase overall  sales.  The shelf
stable products can now be exported due to the ease of shipping products that do
not need refrigeration during shipping and storage.

     The shelf stable beverage provides all the health and nutritional  benefits
of the refrigerated product.

     Distribution agreements have been presented to several beer distributors.

     NuVim(R) Powder

     In January 2006 we introduced NuVim(R) powdered supplements to be added to

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beverages,  cereals  or yogurt.   It  is available  in  three flavors,  Vanilla,
Chocolate, and Strawberry. NuVim(R) currently provides the SMBI  micronutrients,
vitamins  and  minerals  as  our  ready to  drink  beverages  did  prior  to the
reformulation.  It is sold in 30 serving boxes and is currently available on our
online store  for $49.95  per box,  with discounts  for larger  quantities.  The
powder form allows us  to market our product  on a nationwide basis  without the
distribution costs associated with the  refrigerated ready to drink line.  Sales
to date have not been material.

     In March,  2007, NuVim  entered into  an agreement  with General  Nutrition
Company ("GNC") to sell NuVim(R) in their stores on a test in the Tampa, Florida
market.  NuVim(R) supported  the initial test  stores with 60  second television
advertising tagging the  commercials that NuVim(R)  is now available  at GNC. In
addition to the television advertising, NuVim(R) will provide in-store  programs
that  communicate to  consumers the  immune and  bone health  benefits NuVim(R)
provides. Results  showed poor  execution by  the GNC  retailer both the company
owned and franchise stores and therefore the test was discontinued.

     NuVim(R)   powder  continues   to  contain   its  other   two  proprietary
micronutrients, MunePro(R) and AccuFlex(R) and will so do until existing  stocks
are exhausted.

Sales and Marketing

     We target consumers seeking specific health benefits in foods or beverages,
people taking vitamins or other  supplements, healthy, active people and  weight
conscious consumers.  The health profile  of our consumers includes people  with
health concerns, people  trying to boost  their immune capacity  and people with
restrictive diets, such as diabetics or lactose-intolerant consumers.

     Approximately  95% of  our current  sales are  to refrigerated  supermarket
warehouses  that  then deliver  our  product and  other  brands of  refrigerated
products to individual supermarkets.   Some of these supermarket  warehouses are
owned by the supermarket chains  that stock our product, while  other warehouses
that we sell to  have contracts with a  supermarket chain to warehouse  and then
deliver refrigerated products to their  stores. For the year ended  December 31,
2007, five supermarket customers of the 12 in total contributed 5% to 10% of our
business with Wal-Mart being our largest customer.  We stopped shipping  several
customer to improve the overall profitability of the company.

     Dick Clark was our public spokesperson until 2005 and has appeared in  past
NuVim(R) television and  radio commercials, point  of sale materials  and on our
website. Because Dick Clark suffered a stroke and has not completely  recovered,
we used him in a limited way in 2006 and do not anticipate that we will be using
him  in advertising  or promotion  in 2007.  We have  signed actress  and model
Ashleigh  Howard as  our new  spokesperson.  We  have produced  and aired  three
television spots with Ms. Howard. In the first quarter of 2008 we have signed  a
sponsorship agreement  with Allison  Hanna Williams  to represent  NuVim on  the
Ladies  Professional  Golf Association  tour.   We also  have  engaged nutrition
expert Ruth Carey R.D., L.D. to assist us with the school, college and  hospital
dietitians explaining the values of drinking NuVim everyday.

     Beginning in December 2005 and continuing into 2007, we began a print media
campaign through News USA. The program creates and distributes a series of  news
articles addressing a wide range of consumer health concerns for which  NuVim(R)
is beneficial.  Topics include

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staying heart healthy, ways to combat  fatigue, why the immune system is  key to
good health, and the  right way to maintain  sound nutrition when dieting.  This
campaign is  designed to  build brand  awareness and  educate the consumer about
NuVim(R)'s benefits  in an  informational and  credible format.  The program was
contractually fulfilled in December of 2007.

Distribution

     We first introduced  NuVim(R) refrigerated beverages  in the New  York, New
Jersey and Connecticut metropolitan area  during the second quarter of  2000. We
then expanded the distribution of our products into the Philadelphia, Baltimore,
Washington, D.C., Harrisburg, Scranton,  Wilkes-Barre and the State  of Delaware
marketing areas during the  first quarter of 2001.  In 2002 we further  expanded
into Virginia, Pittsburgh, Cleveland and  upstate New York.  As of  December 31,
2006,  our   refrigerated  beverages   are  available   in  approximately  2,000
supermarkets in all  or part of  13 states (New  York, New Jersey,  Connecticut,
Maryland, Pennsylvania, Virginia, Ohio, Florida, Alabama, Georgia, and North and
South Carolina) and the District of Columbia.  These accounts are serviced by  a
network of three food brokers.  The brokers present the promotional programs  to
the supermarket chain account headquarter buyers and the brokers, and keep  them
informed of the NuVim brand building activities.  Each broker group also have  a
retail  force  that call  on  each individual  supermarket  to maintain  product
rotation, correct pricing and maintain or improve shelf location and the  amount
of space allocated to the NuVim(R) products.

Supply, Manufacturing and Order Processing

     Our refrigerated products are now manufactured solely at Mountainside Farms
in Roxbury, New York, using whey protein concentrate, NutraFlora(R) supplied  by
GTC Nutrition, and a blend of  customized flavors, as well as other  ingredients
purchased from major  domestic and international  companies.  We provide  annual
contract  purchase orders  and maintain  inventories of  select ingredients  and
supplies unique to our process; these annual contracts result in more  favorable
prices and  better service.   Mountainside Farms  purchases selected ingredients
and  stores them  for us  at their  plant. We  practice just  in time  inventory
methods to provide maximum  beneficial cash flow.  Our  refrigerated nutritional
beverage is then packaged in 64-ounce juice cartons and 16-ounce plastic  single
-serving bottles. NuVim(R) beverages have an 83-day shelf-life from the date  of
production.  This compares  favorably with fresh  juice, juice made  or not made
from concentrate, and pasteurized milk which have a shelf life of between 14  to
39 days. We  expect that the  processing, ingredient, storage,  and distribution
costs for the reformulated product at Mountainside Farms will be improved as  we
move to higher volumes.

     Mountainside Farms will also store  the finished product until shipment  to
our customers.  Mountainside Farms'  flexible processing schedule enables  us to
more closely schedule production to our customers needs, thereby enhancing  cash
flow.

     If in the future Mountainside cannot  meet our needs, we believe there  are
numerous qualified  dairies throughout  the United  States that  have sufficient
capacity to meet our needs.

     NuVim(R) beverages are produced  under a strict quality  assurance program.
The  product  formulation  and  process steps  for  the  production  of NuVim(R)
products  are documented  in the  NuVim(R), Inc.  Quality Manual.   This manual
contains production formula and process

                                        9
<PAGE>

instructions, as well  as quality assurance  testing required on  a daily, batch
basis, including, without limitation,  daily microbiological testing. The  HACCP
(Hazard Analysis  Critical Control  Point), which  is in  place at  Mountainside
Farms and is a requirement for  all dairy operations in the United  States, will
be implemented at any new production site.

     Both production strategies allow us  to operate without investing in  plant
and  production   equipment  thereby   keeping  our   fixed  capital   cost  for
manufacturing as well as warehousing and freight at virtually zero.

     We use three  food broker organizations  to obtain product  orders from our
major supermarket accounts which they send to us for fulfillment.  These  broker
organizations also provide  retail coverage in  the supermarkets to  insure that
our products are stocked properly, priced correctly and rotated as needed.  Each
broker  organization is  paid on  a commission  basis for  cases sold  in their
territory.

     Upon  receiving  an  order,  our products  are  shipped  directly  from the
Mountainside facility to customer warehouses, enabling "just in time"  inventory
levels for our finished products. Customers typically receive the product with a
minimum of 60  days of shelf  life. We control  inventory management, production
and invoicing.

Patents and Trademarks

     NuVim(R)  was  awarded  a manufacturing  process  patent  for milk  protein
concentrate beverages; the patent expires in March 2021.

     We  own  the  NuVim(R),  MunePro(R),  AccuFlex(R),  MuneFlex(R),  and Fruit
Symphony(R) trademarks.

     NuVim also owns the manufacturing process patent.

     We are  responsible for  maintenance of  our trademarks  and for protecting
those trademarks against infringement.

Competition

     In a broad  sense, all beverages  are competitive with  all other beverages
including our dietary supplement  beverages.  When consumers buy  NuVim(R), they
most likely are not purchasing some alternative beverage choice, which could  be
any  beverage,  from  bottled  water  to  carbonated  soda  to  milk  or  juice.
Competition in the nutritional  beverages market, in particular,  which includes
all of our existing and  currently planned products, is intense,  always growing
and evolving.  The industry  trend has  moved from  small start-up  companies to
industry participants that are  large beverage companies or  food conglomerates.
These  companies  often  have   better  cost  control,  product   promotion  and
distribution networks than we are able to generate.

     Competition  is  based  primarily  on  product  benefits,  price,  quality,
customer satisfaction and marketing support. Our competition includes  national,
regional and  local producers  and distributors.   Most of  our competitors have
significantly greater financial, managerial and technical resources than we  do,
which may put us at a competitive disadvantage.  For instance,

                                       10
<PAGE>

channels  of distribution  for our  products often  require the  expenditure of
significant and ongoing capital,  which may put us  at a disadvantage to  better
capitalized competition.

     We believe that our current  products are best positioned as  a nutritional
beverage and placed in supermarkets or other retail outlets in the  refrigerated
juice  section.  Competition  is particularly  intense among  products in  these
nutritional  beverage   market  segments.    We  believe   our  direct  beverage
competition  in  this  market  segment  includes  national,  regional  and local
beverage manufacturers. We compete within the refrigerated fruit drink category,
which includes national and regional brands such as Tropicana (owned by PepsiCo,
Inc.), Minute  Maid (owned  by The  Coca-Cola Company)  and Florida's Natural (a
division of Citrus World, Inc.). In addition, a number of major supermarkets and
other retail outlets market  their own brand of  fresh juices that compete  with
our products.  Significant  competitive pressure from  these or other  companies
could  negatively  impact  our  sales   and  results  of  operations.  In   many
supermarkets and in Wal-Mart supercenters NuVim(R) is placed on the refrigerated
juice shelf between Minute Maid and Tropicana products

     NuVim(R) dietary  supplement beverages  are the  only beverages  containing
NutraFlora(R)  sold in  the United  States marketed  specifically for  the dual
benefits of "Enhanced Immunity and Joint Health". Other companies sell milk  and
whey  protein  concentrate   or  products  containing   milk  or  whey   protein
concentrate,  but  they do  not  support the  growth  of beneficial  (probiotic)
bacteria which in turn provide  health NuVim(R)'s health benefits. Studies  also
show that NutraFlora(R) helps improve digestive functions and bone health an  in
the  NuVim(R)  products.  Therefore,  we  believe  our  products  provide health
benefits to  consumers that  are not  available in  other products  that contain
milk-derived antibodies. We believe that  NuVim(R) is the only beverage  product
on  the  market  using  NutraFlora(R)  to  support  the  growth  of   beneficial
(probiotic) bacteria.

     Although we have  an exclusive licensing  agreement with GTC  Nutrition for
2008 for ready  to drink beverages  and powder products  for reconstitution into
beverages when marketed specifically for the dual benefits of "Enhanced Immunity
and Joint Health", and are aware of no other beverage brands that are positioned
as  dietary  supplements  with  claims  promoting  healthy  joints  and   immune
enhancement, it is possible that another larger, established company might enter
the  dietary  supplement  market  and  offer  a  product  similar  to  ours with
comparable benefits.  Such  a potential competitor  may have a  longer operating
history and substantially greater financial, technical support and other  assets
and  resources and  may be  able to  respond more  quickly to  new  or  changing
business situations. If such a company were to enter the segment of the beverage
market we currently  occupy, this could  have a material  adverse effect on  our
business and prospects.

Government Regulation

     The  FDA has  primary regulatory  authority over  dietary supplements.   In
1976, the FDA's ability to  regulate the composition of dietary  supplements was
restricted in several material respects by the Proxmire Amendment to the Federal
Food, Drug and Cosmetic  Act.  Under this Amendment,  the FDA is precluded  from
establishing  maximum limits  on the  potency of  vitamins, minerals  and other
dietary supplements, from  limiting the combination  or number of  any vitamins,
minerals or other food ingredients in dietary supplements and from classifying a
vitamin, mineral or combination of vitamins and minerals, or dietary supplements
as drugs solely  because of their  potency. However, the  Proxmire Amendment did
not affect the FDA's authority

                                       11
<PAGE>

to determine that a vitamin, mineral  or other dietary supplement is a  new drug
on  the  basis  of  disease   claims  made  in  the  product's   labeling.  This
determination would require deletion of the disease claims or submission and FDA
approval of  a new  drug application,  which entails  costly and  time-consuming
clinical studies over successive phases.

     In October 1994, the Dietary Supplement Health and Education Act  ("DSHEA")
was  enacted,  which  introduced   a  new  statutory  framework   governing  the
composition  and  labeling  of dietary  supplements.   Under  this law,  dietary
supplements are permitted  to make "statements  of nutritional support"  without
FDA  pre-approval.  These  statements   may  describe  how  particular   dietary
ingredients affect the structure, function or general well-being of the body, or
the mechanism of action by which a dietary ingredient may affect body structure,
function  or  well-being, but  may  not state  that  a dietary  supplement  will
diagnose, mitigate, treat, cure, or prevent  a disease. Nor can a claim  be made
that would be interpreted  as a health claim.   A company making a  statement of
nutritional support must possess adequate substantiating scientific evidence for
the statement, disclose on the label that the FDA has not reviewed the statement
and  that the  product is  not intended  to mitigate,  treat, cure,  or prevent
disease, and notify the  FDA of the statement  within 30 days after  its initial
use. Although the FDA has been notified of the statements of nutritional support
made for  our products,  there can  be no  assurance that,  at some  time in the
future, the FDA will not determine that a given statement of nutritional support
which we make is a disease  claim rather than an acceptable nutritional  support
statement  relating to  body function  or structure.   This determination  would
require deletion  of the  disease claim  or, if  it is  to be  used at  all, our
submission 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,  as  noted  above,  require  demonstration  of significant
scientific agreement  and prior  FDA approval.  An expert  panel determined that
NutrFlora(R)  is  considered Generally  Recognized  As Safe  and  therefore they
received a Certificate of Generally Recognized As Safe Approval.

     We  believe  that  we  currently  meet  the  requirements  of  DSHEA.   Our
structure/function claims are that the product helps build a strong total immune
system, supports muscle flexibility, and promotes sturdy joints. We believe that
we are  currently compliant  with all  material laws  and that  we maintain  all
material permits  and licenses  relating to  our operation  based on the current
food labeling requirements under DSHEA.

Employees

     As of December 31,  2007 we had five  employees:.  We out source  auditing,
accounting, investor  relations, and  public relations.  Our sales  organization
consists  of  commission  sales  brokers  including  our  military  broker.  Our
corporate secretary and general counsel is a part-time consultant.  We also  use
part time consultants  to assist in  operations, consumer call  center, web-site
changes.  Legal negotiations, Federal Trade Commission advice, distributor sales
arrangements through  beer distributors,  top to  top meeting  arrangements with
school systems, colleges and hospitals  are arranged by members of  our advisory
committee.  Separately we have engaged a nutrition expert.

                                       12
<PAGE>

Risk Factors Related To Our Business

     An investment in our securities involves a high degree of risk. You  should
carefully consider the following risks, as well as the other information in this
report, before purchasing our securities. If any of the possibilities  described
as  risks  below  actually occur,  our  business,  operating results,  financial
condition, and liquidity would likely  suffer. In that event, the  trading price
of our securities could fall, causing you to lose some or all of your investment
in our  company.  The  following is  a description  of what  we consider our key
challenges and material risks.

We Will Need to Raise Additional Capital.

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

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

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

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

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

                                       13
<PAGE>

Our Limited Operating History Makes Evaluation Of Our Business Difficult.

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

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

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

Our  Continued  Progress  Depends Of  Consumer  Acceptance  of the  Reformulated
Beverage

     In the first quarter of 2007, NuVim introduced a reformulated beverage  and
began producing it at a new  plant.  Although the new formulation maintains  the
same taste, reduces calories per serving from 70 to 45, eliminates High Fructose
Corn Syrup, as an ingredient, and introduces NutraFlora(R) an active  ingredient
with more,  and more  recent, clinical  support for  its improvement  of mineral
absorption, particularly the calcium and magnesium necessary for bone  strength,
reinforcing the immune system, our consumers  may not all continue to enjoy  the
NuVim(R) beverages and new customers attracted by the reduced sugar and calories
and the  improved health  benefits may  not replace  all the  old customers lost
because of the changes.

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

     We  intend to  expand into  new geographic  areas and  broaden our  product
offerings to generate additional  sales. Our refrigerated beverage  products are
currently  available from  southern Connecticut  to Miami  and  as  far West  as
Pittsburgh including such supermarket chains

                                       14
<PAGE>

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

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

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

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

Our Business May Suffer From Lack Of Diversification.

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

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

     We  currently manufacture  our refrigerated  product line  at Mountainside
Farms in  Roxbury, New  York We  are in  negotiation with  several companies  to
manufacture the shelf stable products. Our ability to expand beyond our  current
marketing  areas depends  on, among  other things,  the ability  to produce  our
product in  commercial quantities  sufficient to  satisfy the  increased demand.
Although our present production capacity  is sufficient to meet our  current and
short-term future production needs, production  capacity may not be adequate  to
supply future needs.  If additional production capacity becomes needed, it  will
be necessary to engage additional co-packers or to expand production capacity at
our present co-packer facility.  If we

                                       15
<PAGE>

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

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

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

Government Regulation May Adversely Affect Our Business.

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

                                       16
<PAGE>

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

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

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

ITEM 2.  DESCRIPTION OF PROPERTY

     We currently lease  approximately 1,500 square  feet of office  space at 12
State Route 17 North in Paramus, New Jersey under a lease that expires on  March
31, 2011. The  lease space is  used as our  executive offices, which  we use for
marketing  and  administrative  needs.  Since  we  use  off-site  co-packing and
warehousing arrangements for the  manufacture and distribution of  our products,
we do not require extensive facilities.

ITEM 3.   LEGAL PROCEEDINGS

     We are not a party to any material legal proceedings.

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     None in the fourth quarter 2007

                                       17
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Common stock market price
     -------------------------

     Of the  14,740,782 shares  of common  stock outstanding  as of December 31,
2007, all  but approximately  3,000,000 shares  can be  traded on  the over-the-
counter  trading on the OTC  Electronic Bulletin Board, which trading  commenced
July 24,  2005. Of  this amount,  2,631,595 shares  are held  by affiliates. The
following quarterly quotations for common stock transactions on the OTC Bulletin
Board  reflect  inter-dealer  prices,   without  retail  mark-up,  markdown   or
commissions and may not represent actual transactions. The company completed  an
initial  public  offering of  its  common stock  on  June 24,  2005.  The shares
initially traded only as part of a unit, under the symbol NUVMU, with each  unit
consisting of  one share  of common  stock, one  "Class A"  warrant to  purchase
common stock, and one "Class B" warrant to purchase common stock. Each unit  was
sold by the Company at a price  of $1.00 per share as described in  a prospectus
dated June 21, 2005. The shares of  common stock, Class A warrants, and Class  B
Warrants began trading  separately as NUVM,  NUVMW, and NUVMZ,  respectively, on
July 24, 2006.


                                               High Bid                  Low Bid
     ---------------------------------------------------------------------------
     2008
         First Quarter                          $0.27                     $0.17
         Second Quarter                         $0.23                     $0.18
                (Through April 10, 2008)
     ---------------------------------------------------------------------------
     2007
          First Quarter                         $ 0.55                    $ 0.13
          Second Quarter                        $ 0.59                    $ 0.25
          Third Quarter                         $ 0.30                    $ 0.18
          Fourth Quarter                        $ 0.35                    $ 0.23
     ---------------------------------------------------------------------------
     2006
          First Quarter                         $ 0.73                    $ 0.50
          Second Quarter                        $ 0.53                    $ 0.27
          Third Quarter                         $ 0.40                    $ 0.16
          Fourth Quarter                        $ 0.32                    $ 0.16
     ---------------------------------------------------------------------------

     The last sale price  of the Company's Common  Stock on April 10,  2008, was
$0.20 as reported on the over-the-counter Electronic Bulletin Board. As of March
24, 2008, there were 181 shareholders  of record of the Company's Common  Stock.
The Company  has been  informed that  approximately 300  shareholders hold their
Common Stock in nominee name.

     Dividends

     The Company has never paid cash dividends on its Common Stock. The  Company
presently intends  to retain  future earnings  to finance  the expansion  of its
business and does not

                                       18
<PAGE>

anticipate that any cash dividends will  be paid in the foreseeable future.  The
future  dividend  policy  will   depend  on  the  Company's   earnings,  capital
requirements, expansion plans, financial condition and other relevant factors.

Recent Sales of Unregistered Securities

     Stock Sales in the Fourth Quarter 2007 and the First Quarter 2008

     Common Stock Issued for Services
     --------------------------------

     In October 2007,  NuVim issued 30,000  shares to one  of its attorneys  for
negotiation services valued at $9,000.  He agreed in writing to  restrictions on
resale placed with the  NuVim's transfer agent and  the printing of a  legend on
its  certificate.  Because  of  these   factors,  this  sale  was  exempt   from
registration under  the Securities  Act as  not involving  a public distribution
under section 4(2) and 4(6).

     In November 2007,  NuVim issued 70,000  shares to its  new spokesperson for
services valued  at $24,500.  She agreed  in writing  to restrictions  on resale
placed with  the NuVim's  transfer agent  and the  printing of  a legend  on its
certificate. Because of  these factors, this  sale was exempt  from registration
under the Securities  Act as not  involving a public  distribution under section
4(2) and 4(6).

     In February  2008, NuVim  issued 100,000  shares to  three individuals  for
investor  relations  services  valued  at $24,000.  Each  agreed  in  writing to
restrictions on resale placed with  the NuVim's transfer agent and  the printing
of a legend on its certificate.  Because of these factors, this sale  was exempt
from  registration  under  the  Securities   Act  as  not  involving  a   public
distribution under section 4(2) and 4(6).

     During  the  same  month,  NuVim  issued  70,000  shares  to  its nutrition
consultant valued at  $16,800. She agreed  in writing to  restrictions on resale
placed with  the NuVim's  transfer agent  and the  printing of  a legend  on its
certificate. Because of  these factors, this  sale was exempt  from registration
under the Securities  Act as not  involving a public  distribution under section
4(2) and 4(6).

     In March  2008, NuVim  issued 40,000  shares to  an individual for investor
relations services  valued at  $8,000. He  agreed in  writing to restrictions on
resale placed with the  NuVim's transfer agent and  the printing of a  legend on
its  certificate.  Because  of  these   factors,  this  sale  was  exempt   from
registration under  the Securities  Act as  not involving  a public distribution
under section 4(2) and 4(6).

     Also in March 2008, NuVim issued 100,000 and 50,000 shares respectively  to
Jamal  Kibria and  Mark Alan  Siegel for  their services.  Mr. Kibria  works on
product  production  and Mr.  Siegel  serves as  NuVim's  Secretary and  General
Counsel. Both have  agreed not to  sell their shares  before 2009. In  addition,
each agreed in writing to Securities Act restrictions on resale placed with  the
NuVim's transfer agent and the printing of a legend on its certificate.  Because
of these factors,  this sale was  exempt from registration  under the Securities
Act as not involving a public distribution under section 4(2) and 4(6).

                                       19
<PAGE>

     In the same month,  NuVim issued 50,000 shares  of common stock and  a five
year warrant to purchase 25,000 shares of common stock at $0.25 per share to  an
individual for services in connection with the structure of a private placement.
He agreed in writing to restrictions on resale placed with the NuVim's  transfer
agent and the printing of a legend on its certificate. Because of these factors,
this sale was exempt from registration under the Securities Act as not involving
a public distribution under section 4(2) and 4(6).

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

     Sales for Cash
     --------------

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

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview

     We produce, market, and distribute NuVim(R) beverage dietary supplements in
Ready-to-drink  and   powder  mix   forms  NuVim   utilizes  the   micronutrient
NutraFlora(R)  and whey  protein to  provide important  health benefits  to its
consumers.  Whey  protein,  NuVim(R)'s  largest  ingredient,  other  than water,
enhances physical performance, enhances cardiovascular health, and promotes well
being.  NutraFlora(R) is uniquely capable of promoting health by supporting  the
growth of beneficial (probiotic) bacteria which in turn provide health  benefits
such as improved  calcium and mineral  absorption for better  bone health and  a
strong  immune  system.   Studies also  show  that  NutrFlora(R) helps  improves
digestive functions, contributes to a healthy cholesterol, and metabolism.

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

     We have distributed our refrigerated beverages since the year 2000 and  are
in  approximately 2,000  Supermarkets in  the Eastern  United States.   In 2002
company revenues were $3.5 million.  However, we eliminated most advertising and
marketing support for our product  in the second half of  2002 due to a lack  of
funding.  We recapitalized  our company in  June 2005 through  the conversion of
approximately  $7.7 million  of debt  into common  stock and  an initial  public
offering of our common stock.  Since that time we have concentrated our  limited
financial resources on developing and supporting distribution opportunities that
we believe will provide the  greatest profitable sales expansion potential.   We
also  developed  a powder  version  of our  product  to be  sold  through direct
distribution such as the internet as well as retail

                                       20
<PAGE>

outlets.  Sales of the product to  date have not been material.  We  expect that
we will sell the powder mixes in retail stores in 2007.

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

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

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

     In late 2003 we began a test program with a single Wal-Mart supercenter. In
late 2004 the  test was expanded  to 43 supercenters  (one Wal-Mart distribution
center)  and  then  further  expansion  to  120  supercenters  (two   additional
distribution  centers)  in  late  2005   that  covered  most  of  the   Wal-Mart
supercenters in the State of Florida.   During the 2005 expansion the number  of
NuVim(R) varieties carried by the supercenters was increased from two to  three.
In April  2006, we  increased our  distribution to  the entire southeast region,
encompassing approximately 300  supercenters (seven total  distribution centers)
servicing all or part of 7 states.

Unit Case Volume/Case Sales

     The table set forth below  discloses selected data regarding sales  for the
years ended December 31, 2007 and  2006. 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.

                                            Twelve Months Ended December 31
                                           2007                         2006
                                         ---------------------------------------
     Gross Cases Sold                        61,394                       70,542
     Gross Sales                         $1,137,285                   $1,292,155
     Net Sales                           $  795,016                   $  943,978

     Gross sales are  the amount invoiced  to customers, while  net sales deduct
from gross sales any payment or discount terms, promotional allowances, slotting
fees,  warehouse damage  and returned  goods in  accordance with  the Financial
Accounting Standards Board

                                       21
<PAGE>

Emerging Issues Task Force Issue  No. 01-09, Accounting for Consideration  Given
by a  Vendor to  a Customer.   In some  accounts we  pay slotting  fees when our
products  are  initially introduced  to  a new  account  and run  price  feature
promotions to  encourage trials  of our  product.  As  brand loyalty  grows in a
market, we anticipate  that we will  be able to  run fewer price  promotions and
will not incur the one time additional slotting fees to gain new distribution.

     The 61,394  cases sold  represent a  decrease 9,148  cases or  13% for  the
twelve months ended December 31, 2007. This decrease for the year is caused by a
planned second half decrease; we stopped selling several unprofitable  accounts.
In the first six months of 2007 sales were ahead of the prior year's by 13%.

Results of Operations

Results of operations for the year ended December 31, 2007 compared to the  year
ended December 31, 2006

     Gross Sales     For the year ended  December  31,  2007,  gross sales  were
$1,137,285 a decrease of  $154,870, or 12% below  gross sales of $1,292,155  for
the twelve months ended December 31, 2006.  The decrease in gross sales for  the
year represents not selling some non-profitable accounts

     Discounts, Allowances and Promotional   Payments Even though sales declined
12%  for the  twelve months  ended December  31, 2007,  promotional  allowances,
returns and discounts only decreased less than 2% or $5,908 to $342,269 from the
promotional allowances and discounts of $348,177 for the year ended December 31,
2006.   Because  the  decrease  in sales  was  due  to  planned withdrawal  from
unprofitable  accounts, we  continued to  build the  profitable portion  of the
business through continued promotion. 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.

<TABLE>
<CAPTION>
                                                        Year Ended December 31
                                                        ----------------------
                                                                                Increase
                                                    2007           2006        (Decrease)    Percentage
                                                  -----------------------------------------------------
<S>                                               <C>            <C>            <C>             <C>
Discounts for timely payment                      $  7,916       $ 16,930        (9,014)        (53%)
Product returned after its expiration date         119,432        139,927       (20,495)        (15%)
Promotional price allowances, coupons
  and other incentives                             210,921        190,468        20,453          11%
Slotting fees                                        4,000            852         3,148         369%
                                                  -----------------------------------------------------
Total Discounts, Allowances and
  Promotional  Payments                           $342,269       $348,177        (5,908)         (2%)
                                                  =====================================================
</TABLE>

     Net Sales   Net sales for the year ended  December 31, 2007 were $795,016 a
decrease of $148,962,  or 16% lower  than net sales  of $943,978 for  the twelve
months ended December 31,

                                       22
<PAGE>

2006.  The  withdrawal  from  unprofitable  accounts  and  continued promotional
expense resulted in the aggregate decline.

     Cost of Sales  For the twelve months ended December 31, 2007, cost of sales
was $582,101, a decrease of $120,391,  or 17%, below the $702,492 spent  in 2006
compared with a reduction of 13% in case sales. Cost of sales as a percentage of
gross sales decreased to 51% for  the year ended December 31, 2007,  compared to
54% for  the twelve  months ended  December 31,  2006.  The  decrease in cost of
sales from $9.96 per  case to $9.48 per  case was primarily the  result of lower
cost  of  materials  as  well  as  improvements  in  production  and warehousing
arrangements.

     Gross Profit    Gross profit was $212,915  for the  year ended December 31,
2007, down only  12% or $28,571  from $241,486 for  the year ended  December 31,
2006 compared with the 16% reduction in Net Sales.  Gross profit as a percentage
of gross sales was 18.7%  for the year ended December  31, 2007 the same as  the
18.7% for the twelve months ended December 31, 2006.

     Selling,  General   and   Administrative   Expenses  Selling,  general  and
administrative expenses were  $1,732,700 for the  year ended December  31, 2007,
down 27% from $2,407,253 during the  twelve months ended December 31, 2006.  The
decrease of  $674,553 was  achieved by  continued outsourcing  of financial  and
operations management functions  without decreasing effectiveness.  Changing the
sales  organization  to   100%  commission  based   has  continued  to   control
administrative costs. Controlling costs continued to be an important priority.

     Loss from Operations     Loss from  operations  was $1,519,785 for the year
ended December 31, 2007 compared to $2,165,767  for the year ended  December 31,
2006. The decrease  of  the  loss by  $645,982 or  almost  30%  in  2007  versus
2006  is primarily due to the decreased operating expenses described above.

     Interest Expense   Interest expense was $93,799 for the year ended December
31, 2007; a decrease  of $21,978 or 19%,  from interest expense of  $115,777 for
the year ended December 31, 2006.  The decrease in interest expense is primarily
attributable to the retirement of indebtedness.

     Net Loss before Income Tax Benefit   Net loss before income tax benefit was
$1,613,584 for the year ended December  31, 2007 compared to $2,221,046 for  the
year ended December 31,  2006. The $607,462 decrease  in net loss was  primarily
attributable  to the  operating cost  controls and  the lower  interest expense
discussed above.

     Income Tax Benefit   The benefit  received from  the sale of our New Jersey
tax loss  was  reduced  this year  because our  losses are  lower each  year, so
the benefit received from their sale is less.

     Net Loss  Net loss  was $1,449,378  for the  year ended  December 31,  2007
compared  to $1,778,959  for the  year ended  December 31,  2006. The  $329,581
improvement in net  loss was primarily  attributable to the  improved control of
operating costs and the  lower interest expense discussed  above off set by  the
reduced income tax benefit.

                                       23
<PAGE>

Liquidity and Capital Resources

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

     Compensation paid in shares of common stock

     We  will still  need to  raise additional  financing to  pay our  past due
obligations, fund operating losses and  to support sales and marketing  programs
to increase sales of  our products.  If we  are not able to  identify additional
sources of financing, we may not be able to continue operations beyond  December
2008. We have participated in the New Jersey Economic development Authority  Tax
Transfer program for the past 4 years  and will again this year. The funds  from
this program were received in December and amounted to approximately $175,000.

     Net cash used in operating activities for the year ended December 31,  2007
was $771,141, compared to cash  used in operating activities of  $727,846 during
all of 2006.

     A net amount of $730,483 was provided by financing activities during  2007,
compared  to  $470,850 provided  for  the year  2006.  The additional  cash  was
primarily provided by additional common stock sales and drawing on NuVim's  bank
line of credit.

     As a result, the annual decrease in Cash was reduced over 80% from $214,996
to $40,658.

Application of Recent and Critical Accounting Policies and Pronouncements

     Recent Accounting Pronouncements

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

     In February 2007, the FASB issued  FASB Statement No. 159, "The Fair  Value
Option for Financial Assets and  Financial Liabilities - Including an  Amendment
of FASB Statement No. 115" (SFAS 159). This Statement provides companies with an
option to measure, at specified  election dates, many financial instruments  and
certain other items at fair value that are not currently measured at fair value.
A company that adopts SFAS 159 will report unrealized gains and losses on  items
for which the fair value option has been elected in earnings at each  subsequent
reporting  date. This  Statement also  establishes presentation  and disclosure
requirements designed  to facilitate  comparisons between  entities that  choose
different measurement attributes  for similar types  of assets and  liabilities.
This Statement is effective for fiscal years beginning after November 15,  2007,
which for us  is the first  quarter of fiscal  2009. We do  not believe that the
adoption of SFAS 159 will have a material impact on our results of operations or
financial condition.

                                       24
<PAGE>

     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.

     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. 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 within 30 days of the  invoice
date. However,  with incentives  to pay  early we  normally receive  payment for
invoices on average of 17 days. We apply collections in accordance with

                                       25
<PAGE>

customer  remittance  advices  or  to  the  oldest  outstanding  invoice  if  no
remittance advice is presented with payment.

     We  estimate an  allowance for  doubtful accounts  and revenue  adjustments
based on historical trends and  other criteria. Further, as accounts  receivable
outstanding are deemed uncollectible or subject to adjustment, these  allowances
are adjusted accordingly. In circumstances  where we become aware of  a specific
customer's inability to meet its financial obligations to us, a specific reserve
for bad debts is estimated and recorded which reduces the recognized  receivable
to the estimated amount we believe will ultimately be collected. In addition  to
specific customer identification  of potential bad  debts, bad debt  charges are
recorded based on our recent past history and an overall assessment of past  due
trade accounts receivable  outstanding. We also  estimate the amount  of credits
for product  placement, promotion  and expired  product that  are expected to be
issued for product sold based on  an evaluation of historical trends and  record
an allowance when the sale is recorded.

Inflation

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

Off-Balance Sheet Transactions

     At December 31, 2007, we did not have any relationships with unconsolidated
entities  or  financial partnerships,  such  as entities  often  referred to  as
structured  finance  or  special   purpose  entities,  which  would   have  been
established for the  purpose of facilitating  off-balance sheet arrangements  or
other contractually narrow or limited purposes.

ITEM 7. FINANCIAL STATEMENTS

     The financial statements for  the years ended  December 31, 2007  and  2006
are contained on pages F-1 to 37, which follow the signature page.

ITEM  8.    CHANGES IN  AND  DISAGREEMENTS WITH  ACCOUNTANTS  ON ACCOUNTING  AND
FINANCIAL DISCLOSURE

     The principal accountants' reports on our financial statements for the past
two  years   contained   an  explanatory   paragraph  regarding  going   concern
uncertainty.

     No disagreement  with  the auditors occurred  during  the  two most  recent
fiscal  years  or  the  subsequent  interim  period on  any matter of accounting
principles  or practices,  financial statement disclosure,  or auditing scope or
procedure,  which  disagreements,  if  not  resolved to the satisfaction of  the
accountants,  would have caused them to make reference to  the subject matter of
the disagreements in connection with their reports.

Item 8A.  CONTROLS AND PROCEDURES

     (a)  Evaluation of Disclosure Controls and Proceedures

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

                                       26
<PAGE>

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

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

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

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

     (c)  Changes in Internal Control over Financial Reporting

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

ITEM 8B.  OTHER INFORMATION

     None

                                       27
<PAGE>

                                    PART III

     Item 9, 10, 11, 12,  and 14  are  incorporated  from  the  Proxy  Statement
included  in  Schedule 14A  to be  filled within 120 days  of the end of NuVim's
fiscal year.

ITEM 13.  EXHIBITS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
  EXHIBIT       DESCRIPTION OF EXHIBIT                                                                       INCORP.      FILED
   NUMBER                                                                                                    BY REF.       NOW
-------------------------------------------------------------------------------------------------------------------------------
 <S>            <C>                                                                                           <C>
     3.1        Registrant's Certificate of Incorporation, as amended                                         (2)
-------------------------------------------------------------------------------------------------------------------------------
     3.2        Registrant's Certificate of Amendment of Certificate of Incorporation                         (2)
-------------------------------------------------------------------------------------------------------------------------------
     3.3        Registrant's Second Amended and Restated Designation and Description of Series A              (4)
                Preferred Stock
-------------------------------------------------------------------------------------------------------------------------------
     3.4        Registrant's Amended and Restated Designation and Description of Series C Preferred Stock     (4)
-------------------------------------------------------------------------------------------------------------------------------
     3.5        Registrant's By-laws                                                                          (2)
-------------------------------------------------------------------------------------------------------------------------------
     4.1        Revised Form of Common Stock Certificate                                                      (4)
-------------------------------------------------------------------------------------------------------------------------------
     4.2        Revised Form of Class A Public Warrant                                                        (4)
-------------------------------------------------------------------------------------------------------------------------------
     4.3        Revised Form of Class B Public Warrant                                                        (4)
-------------------------------------------------------------------------------------------------------------------------------
     4.4        Revised Form of Unit Certificate                                                              (4)
-------------------------------------------------------------------------------------------------------------------------------
     4.5        Revised Form of Warrant Agreement between the Registrant and American Stock Transfer &        (1)
                Trust Company
-------------------------------------------------------------------------------------------------------------------------------
     4.6        Revised Form of Representative's Purchase Warrant                                             (1)
-------------------------------------------------------------------------------------------------------------------------------
     5.1        Legal Opinion                                                                                (11)
-------------------------------------------------------------------------------------------------------------------------------
    10.1        Employment Agreement between the Registrant and Richard P. Kundrat, dated as of               (2)
                September 9, 2004
-------------------------------------------------------------------------------------------------------------------------------
    10.2        Employment Agreement between the Registrant and John L. Sullivan, dated as of                 (2)
                September 9, 2004
-------------------------------------------------------------------------------------------------------------------------------
    10.3        Employment Agreement between the Registrant and Paul J. Young, dated as of                    (2)
                September 9, 2004
-------------------------------------------------------------------------------------------------------------------------------
    10.4        Employment Agreement between the Registrant and Michael Vesey, dated as of December 1, 2004   (3)
-------------------------------------------------------------------------------------------------------------------------------
    10.5        Form of Indemnification Agreement between the Registrant and its directors                    (2)
-------------------------------------------------------------------------------------------------------------------------------
    10.6        Revised 2005 Incentive Stock Option Plan                                                      (4)
-------------------------------------------------------------------------------------------------------------------------------
    10.7        Revised 2005 Directors' Stock Option Plan                                                     (4)
-------------------------------------------------------------------------------------------------------------------------------
    10.8        2000 Employee Stock Option Plan                                                               (2)
-------------------------------------------------------------------------------------------------------------------------------
    10.9        2001 Employee Stock Option Plan                                                               (2)
-------------------------------------------------------------------------------------------------------------------------------
   10.10        2002 Employee Stock Option Plan                                                               (3)
-------------------------------------------------------------------------------------------------------------------------------
   10.11        2000 Employee Equity Incentive Plan                                                           (2)
-------------------------------------------------------------------------------------------------------------------------------
   10.12        Amended and Restated License Agreement between the Registrant and                             (2)
                Stolle Milk Biologics, Inc., dated as of May 1, 2004
-------------------------------------------------------------------------------------------------------------------------------
   10.13        Amended   and   Restated   Supply   Agreement   between   the   Registrant   and              (2)
                Stolle Milk Biologics, Inc., dated as of May 1, 2004
-------------------------------------------------------------------------------------------------------------------------------
   10.14        Loan Agreement between the Registrant and Dick Clark dated as of July 26, 2004                (2)
-------------------------------------------------------------------------------------------------------------------------------
 10.14.1        Letter Agreement dated November 3, 2004 amending certain terms of the Amendment to            (3)
                Services Agreement and Convertible  Promissory note each dated July 26, 2004 and Second
                Amendment to Services Agreement  and Warrant, each dated September 14, 2004
-------------------------------------------------------------------------------------------------------------------------------
 10.14.2        Letter Agreement dated March 28, 2005 amending certain terms of the Amendment to              (4)
                Services Agreement and Convertible Promissory note each dated July 26, 2004 and Second
                Amendment to Services Agreement and Warrant, each dated September 14, 2004
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       28
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
 <S>            <C>                                                                                           <C>
 10.14.3        Letter Agreement dated April 30, 2005 amending certain terms of the Amendment to              (5)
                Services  Agreement and  Convertible  Promissory note each dated July 26, 2004 and
                Second Amendment to Services Agreement and Warrant, each dated September 14, 2004
-------------------------------------------------------------------------------------------------------------------------------
 10.14.4        Letter Agreement dated May 31, 2005 amending certain terms of the Amendment to                (1)
                Services Agreement and Convertible Promissory note each dated July 26, 2004 and
                Second Amendment to Services Agreement and Warrant, each dated September 14, 2004
-------------------------------------------------------------------------------------------------------------------------------
   10.15        Security Agreement between the Registrant and Dick Clark dated as of July 26, 2004            (2)
-------------------------------------------------------------------------------------------------------------------------------
   10.16        Form of Secured Promissory Notes Up to $1 Million (Bridge Financing)                          (2)
-------------------------------------------------------------------------------------------------------------------------------
   10.17        Convertible Note dated as of July 26, 2004 payable to Dick Clark                              (2)
-------------------------------------------------------------------------------------------------------------------------------
   10.18        Warrant to Purchase $650,000 of Common Stock dated as of September 14, 2004                   (2)
-------------------------------------------------------------------------------------------------------------------------------
   10.19        Warrant to Purchase up to 9.9% of the Outstanding Capital Stock, dated as of July 26, 2004    (2)
-------------------------------------------------------------------------------------------------------------------------------
   10.20        Services Agreement between the Registrant and Olive Enterprises, Inc., dated                  (2)
                February 20, 2000
-------------------------------------------------------------------------------------------------------------------------------
   10.21        Amendment to Services Agreement between the Registrant and Olive  Enterprises, Inc.,          (2)
                dated as of July 26, 2004
-------------------------------------------------------------------------------------------------------------------------------
   10.22        Second Amendment to Services Agreement between the Registrant and Olive Enterprises, Inc.,    (2)
                dated as of September 14, 2004
-------------------------------------------------------------------------------------------------------------------------------
   10.23        Form of Subordination Agreement (Bridge Financing)                                            (2)
-------------------------------------------------------------------------------------------------------------------------------
   10.24        Consent to Grant Security Interest, Waiver, Subordination and Amendment Agreement between     (2)
                Registrant and Stolle Milk Biologics, Inc., dated August 5, 2004
-------------------------------------------------------------------------------------------------------------------------------
   10.25        Processing and Packing Agreement between the Registrant and Clover Farms Dairy Company,       (2)
                dated June 27, 2000
-------------------------------------------------------------------------------------------------------------------------------
   10.26        Amendment to Processing and Packing Agreement between the Registrant and Clover Farms         (2)
                Dairy Company, effective April 1, 2003
-------------------------------------------------------------------------------------------------------------------------------
   10.27        Second Amended and Restated Stockholders Agreement dated as of August 2, 2004                 (2)
-------------------------------------------------------------------------------------------------------------------------------
   10.28        Amended and Restated Registration Rights Agreement, dated as of August 2, 2004                (2)
-------------------------------------------------------------------------------------------------------------------------------
   10.29        Wachovia line of credit documents                                                             (4)
-------------------------------------------------------------------------------------------------------------------------------
   10.30        Lease between the Registrant and Paramus Plaza IV Associates, dated December 8, 1999 and      (2)
                Addendum II to Lease, dated December 8, 1999
-------------------------------------------------------------------------------------------------------------------------------
   10.31        First Amendment to Lease between the Registrant and Paramus Plaza IV Associates,              (2)
                dated November 5, 2002
-------------------------------------------------------------------------------------------------------------------------------
   10.32        Second Amendment to Lease between the Registrant and Paramus Plaza IV Associates,             (2)
                dated November 23, 2004
-------------------------------------------------------------------------------------------------------------------------------
 10.33.1        Letter Agreements dated December 31, 2004 between Spencer Trask Private Equity Fund I  LP,    (4)
                Spencer Trask Private  Equity Fund II  LP, Spencer Trask Specialty Group LLC and Kevin
                Kimberlin Partners LP, on the one hand, and the registrant on the other, with respect
                to the debt extinguishment transactions between the parties, as amended by agreements
                of March 28, 2005
-------------------------------------------------------------------------------------------------------------------------------
 10.33.2        Agreement dated May 2, 2005 further amending the agreements with Spencer Trask                (5)
-------------------------------------------------------------------------------------------------------------------------------
 10.33.3        Agreement dated May 18, 2005 further amending the agreements with Spencer Trask               (1)
-------------------------------------------------------------------------------------------------------------------------------
   10.34        Security Agreement between the Registrant and Spencer Trask Specialty Group LLC,              (4)
                dated January 31, 2002
-------------------------------------------------------------------------------------------------------------------------------
 10.35.1        Modification and Extension Agreement between Stolle Milk Biologics, Inc. and the              (4)
                Registrant dated March 28, 2005
-------------------------------------------------------------------------------------------------------------------------------
 10.35.2        Amendment of March 28, 2005 Modification and Extension Agreement                              (1)
-------------------------------------------------------------------------------------------------------------------------------
 10.36.1        Conversion Agreement dated April 30, 2005 between the Registrant and Dick Clark               (5)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       29
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
 <S>            <C>                                                                                           <C>

 10.36.2        Amended and Restated Conversion Agreement between the Registrant and Dick Clark,              (1)
                dated May 31, 2005
-------------------------------------------------------------------------------------------------------------------------------
   10.36        Proposal/Memorandum of Understanding between the Registrant and Global Media Fund, LLC        (6)
-------------------------------------------------------------------------------------------------------------------------------
   10.37        Form of Secured Convertible Promissory note between the Registrant and Lenders                (6)
-------------------------------------------------------------------------------------------------------------------------------
   10.38        Form of Warrant Agreement between the Registrant and Lenders                                  (6)
-------------------------------------------------------------------------------------------------------------------------------
   10.39        Form of Warrant  Agreement between the Registrant and Midtown Partners                        (6)
-------------------------------------------------------------------------------------------------------------------------------
   10.40        Placement Agent Agreement between the Registrant and Midtown Partners                         (6)
-------------------------------------------------------------------------------------------------------------------------------
 10.40.1        Letter Terminating Placement Agent Agreement between the Registrant and  Midtown Partners     (6)
-------------------------------------------------------------------------------------------------------------------------------
   10.41        Dick Clark/Stanley Moger Consent to Secured Convertible Note financing                        (6)
-------------------------------------------------------------------------------------------------------------------------------
   10.42        Warrant issued in connection with acquisition of 24% interest in NuVim Powder LLC             (7)
-------------------------------------------------------------------------------------------------------------------------------
   10.43        Placement Agent Agreement                                                                     (7)
-------------------------------------------------------------------------------------------------------------------------------
   10.44        2006 Employee Stock Option Plan                                                               (8)
-------------------------------------------------------------------------------------------------------------------------------
   10.45        Note Extension Letter with Richard Clark and Stanley Moger                                    (9)
-------------------------------------------------------------------------------------------------------------------------------
   10.46        Note Extension Letter with Kirkpatrick &Lockhart Nicholson Graham LLP                         (9)
-------------------------------------------------------------------------------------------------------------------------------
      21        Subsidiaries of the Registrant                                                                (12)
-------------------------------------------------------------------------------------------------------------------------------
    23.2        Consent of WithumSmith+Brown, P.C., Independent Registered Public Accounting Firm             (11)
-------------------------------------------------------------------------------------------------------------------------------
    23.3        Consent of Attorney (included in Exhibit 5.1)                                                 (11)
-------------------------------------------------------------------------------------------------------------------------------
      24        Power of Attorney                                                                             (10)
-------------------------------------------------------------------------------------------------------------------------------
    31.1        Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as                            X
                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,                               X
                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                                X
                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                                 X
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

________________________
(1)  Previously   filed  as  part  of  Pre-effective  Amendment  No.  6  to  the
     Registration Statement filed on June 6, 2005.
(2)  Previously filed as part of the Registration Statement filed on December 2,
     2004.
(3)  Previously  filed  as  part   of  Pre-effective  Amendment  No.1   to   the
     Registration Statement filed on February 3, 2005.
(4)  Previously  filed  as   part   of  Pre-effective  Amendment  No.3  to   the
     Registration Statement filed on March 31, 2005.
(5)  Previously  filed   as  part   of  Pre-effective  Amendment  No.5  to   the
     Registration Statement filed on May 4, 2005.
(6)  Previously filed as part of the 2005 Annual Report on Form 10-KSB
(7)  Previously filed as part of the Current Report on Form 8-K filed April  21,
     2006.
(8)  Previously filed as  part of the Current  Report on Form 8-K  filed May 30,
     2006.
(9)  Previously filed as part of the Current Report on Form 8-K filed August 28,
     2006.
(10) Previously filed as part of the Registration Statement filed on October 10,
     2006.
(11) Previously  filed  as  part  of Pre-effective  Amendment  Number 1  to  the
     Registration Statement filed on December 18, 2006.
(12) Previously filed as  part of the Annual  Report on Form 10-KSB  filed April
     14, 2007.

                                       30
<PAGE>

                                   SIGNATURES

     In accordance with Section  13 or 15(d) of  the Securities Exchange Act  of
1934, the registrant has  caused this report to  be signed on its  behalf by the
undersigned, thereunto duly authorized.

                                      NUVIM, INC.
Date: April 14, 2008
                                      By:    /s/ Richard Kundrat
                                         ---------------------------------------
                                      Richard Kundrat, Chief Executive Officer

     In accordance with the Exchange Act, this report has been signed bellow  by
the following persons on behalf of  the registrant and in the capacities  and on
the dates indicated.

Signature                                 Title                       Date
---------                                 -----                       ----

/s/ Richard Kundrat
------------------------------     Chief Executive Officer      April 14, 2008
Richard Kundrat

/s/ Richard Kundrat
------------------------------     Chief Financial              April 14, 2008
Richard Kundrat                    and Accounting Officer

/s/ Richard P. Kundrat
------------------------------                                  April 14, 2008
Richard P. Kundrat                 Director

/s/ Calvin L. Hodock
------------------------------                                  April 11, 2008
Calvin L. Hodock                   Director

/s/ Stanley H. Moger
------------------------------                                  April 11, 2008
Stanley H. Moger                   Director

/s/ Peter V. DeCrescenzo
------------------------------                                  April 14, 2008
Peter V. DeCrescenzo               Director


------------------------------                                  April __, 2008
Doug Scott                         Director

                                       31
<PAGE>

                                   NUVIM INC.

                          ---------------------------

                              FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2006 and 2007

                   --------------------------------------

                              INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                            ------
<S>                                                                                          <C>
Reports of Independent Registered Public Accounting Firms                                    F - 2
Balance Sheets - December 31, 2006 and 2007                                                  F - 4
Statements of Operations - Years ended December 31, 2006 and December 31, 2007               F - 5
Statements of Cash Flows - Years ended December 31, 2006 and December 31, 2007               F - 6
Statements of Stockholders' Deficit - Years ended December 31, 2006 and December 31, 2007    F - 7
Notes to Financial Statements                                                                F - 8
</TABLE>

                                       F-1
<PAGE>

            REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

To the Audit Committee of
NuVim, Inc.:

We have audited the accompanying balance sheet of NuVim, Inc. (the "Company") as
of December  31, 2006,  and the  related statement  of operations, stockholders'
deficit, and cash flows for the year then ended. These financial statements  are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit  in accordance with the  standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on  a
test basis,  evidence supporting  the amounts  and disclosures  in the financial
statements. An audit also includes assessing the accounting principles used  and
significant estimates  made by  management, as  well as  evaluating the  overall
financial  statement  presentation.  We  believe  that  our  audit  provides   a
reasonable basis for our opinion.

In our opinion,  the financial statements  referred to above  present fairly, in
all material respects, the financial position of the Company as of December  31,
2006, and the  results of its  operations and its  cash flows for  the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.

As discussed  in Note  2I to  the accompanying  financial statements,  effective
January 1, 2006, the Company adopted Statement of Financial Accounting Standards
No. 123(R), "Share-Based Payments".

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As discussed  in Note 1B to the
financial statements, the Company has suffered recurring losses from  operations
and, at December 31, 2006 had a net working capital deficiency of $506,292 and a
shareholders' deficiency of $1,534,232, that raise  substantial doubt  about its
ability  to  continue  as a going concern. Management's plans in regard to these
matters  are  also described in Note 1B. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ WithumSmith+Brown, P.C.

Somerville, New Jersey

April 11, 2007

                                       F-2
<PAGE>

        REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS (Con't)

Stockholders and Directors
Nuvim, Inc.

We have audited the accompanying balance sheet of NuVim, Inc. as of December 31,
2007, and the related statements  of operations, stockholders' deficit and  cash
flows for the year ended December 31, 2007.  These financial statements are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit  in accordance with the  standards of the Public  Company
Accounting Oversight  Board (United  States).  Those  standards require  that we
plan and  perform the  audit to  obtain reasonable  assurance about  whether the
financial  statements  are free  of  material misstatement.   An  audit includes
examining, on a test basis,  evidence supporting the amounts and  disclosures in
the  financial  statements.  An  audit  also includes  assessing  the accounting
principles  used  and  significant  estimates made  by  management,  as  well as
evaluating the overall  financial statement presentation.   We believe that  our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial statements  referred to above  present fairly, in
all material respects, the financial position of NuVim, Inc. as of December  31,
2007, and the  results of its  operations and its  cash flows for  the year then
ended  December  31, 2007  in  conformity with  accounting  principles generally
accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a  going concern.  The Company has suffered recurring
losses  from operations, including a net loss of approximately  $1.5 million for
the  year  ended  December 31,  2007,  and  has  a  substantial working  capital
deficiency  as of December 31, 2007.   These factors raise substantial doubt the
Company's  ability to continue as a  going concern.  The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcom e of this
uncertainty.

                                    /s/ Sherb & Co., LLP
                                    Certified Public Accountants

New York, New York
April 9, 2008

                                       F-3
<PAGE>

                                   NUVIM, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                          December 31, 2007
                                                                                   -------------------------------
                                                                                       2007               2006
                                                                                   ------------       ------------
<S>                                                                                <C>                <C>

                                         ASSETS

Current Assets:
   Cash and cash equivalents                                                       $     14,814       $     55,472
   Accounts receivable, net                                                              17,594             55,827
   Inventory                                                                            205,456            166,929
   Prepaid expenses and other current assets                                             28,620            191,053
                                                                                   ------------       ------------
      Total Current Assets                                                              266,484            469,281
                                                                                   ------------       ------------

Equipment and furniture, net                                                                 54                598
Deferred offering costs                                                                       -             57,025
Deposits and other assets                                                                 6,206              8,147
Distribution rights                                                                      90,400             90,400
                                                                                   ------------       ------------
      TOTAL ASSETS                                                                 $    363,144       $    625,451
                                                                                   ============       ============

          LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Bank line of credit                                                             $     46,663       $         -
   Current portion of accounts payable                                                  386,165            443,426
   Accounts payable and accrued expenses to related party                                    -              57,606
   Accrued expenses                                                                     117,094            119,597
   Accrued compensation                                                                 373,533            336,024
   Rescinded series B offering payable                                                   18,920             18,920
                                                                                   ------------       ------------
      TOTAL CURRENT LIABILITIES                                                         942,375            975,573

Other Liabilities:
  Accounts payable, net of current portion                                              206,429            242,430
  Senior notes payable - related parties, net of unamortized discount of
  $11,619 at December 31, 2007 and $36,667 at Decemer 31, 2006                          488,381            463,333
  Accrued interest - senior notes payable - related parties                             209,160            169,160
  Stockholder loans - subordinated covertable promissory notes                          150,000            150,000
  Accrued interest stockholder loans                                                     33,770             21,770
  Other notes payable, net of unamortized discount of $4,100 at
  December 31, 2007 and $8,500 at December 31, 2006                                     114,900            111,500
  Accrued Interest - other notes payable                                                 35,518             25,917
                                                                                   ------------       ------------
      TOTAL OTHER LIABILITIES                                                         1,238,158          1,184,110
                                                                                   ------------       ------------

TOTAL LIABILITIES                                                                     2,180,533          2,159,683

Stockholders' Deficit:
   Common Stock, 120,000,000 shares authorized, $.00001 par value,
14,740,782 shares issued and outstanding at December 31, 2007 and
11,622,867 shares issued and outstanding at December 31, 2006                               147                116
   Additional paid-in capital                                                        21,655,862         20,489,672
   Accumulated deficit                                                              (23,473,398)       (22,024,020)
                                                                                   ------------       ------------

Total Stockholders' Deficit                                                          (1,817,389)        (1,534,232)
                                                                                   ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                        $    363,144       $    625,451
                                                                                   ============       ============
</TABLE>

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

                                       F-4
<PAGE>

                                   NUVIM, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                Years Ended December 31,
                                                              ---------------------------
                                                                  2007            2006
                                                              -----------     -----------
<S>                                                           <C>             <C>
Gross sales                                                   $ 1,137,285     $ 1,292,155
Less: discounts, allowances and
      promotional payments                                        342,269         348,177
                                                              -----------     -----------
Net sales                                                         795,016         943,978

Cost of sales                                                     582,101         702,492
                                                              -----------     -----------
Gross profit                                                      212,915         241,486

Selling, general and administrative
  expenses                                                      1,732,700       2,407,253
                                                              -----------     -----------
Loss from operations                                           (1,519,785)     (2,165,767)

Other Income (Expense):
    Interest expense                                              (93,799)       (115,777)
    Gain on sale of assets                                             -           42,000
    Gain on forgiveness of Accounts Payable                            -           18,498
                                                              -----------     -----------
        Total other income (expense) - net                        (93,799)        (55,279)
                                                              -----------     -----------
Net loss before income tax benefit                             (1,613,584)     (2,221,046)
Income tax (expense) benefit                                      164,206         442,087
                                                              -----------     -----------
Net loss                                                      $(1,449,378)    $(1,778,959)
                                                              ===========     ===========

Basic and diluted loss per share                              $     (0.10)    $     (0.20)
                                                              ===========     ===========
Weighted average number of common shares outstanding -
basic and diluted                                              14,104,682       8,953,184
                                                              ===========     ===========
</TABLE>

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

                                       F-5
<PAGE>

                                   NUVIM, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                           Years Ended December 31,
                                                                                        -----------------------------
                                                                                            2007              2006
                                                                                        ------------      -----------
<S>                                                                                     <C>               <C>
Cash Flow From Operating Activities:
  Net loss                                                                              $(1,449,378)      $(1,778,959)
  Adjustment to reconcile net loss to net cash used in operating activities:
  Depreciation                                                                                  544               904
  Amortization of debt discount on notes payable                                             25,048            14,029
  Stock issued for services                                                                 109,600           266,065
  Employee stock based compensation                                                         383,244           546,881
  Stock issued for compensation                                                              46,583           125,750
  Gain on forgiveness of accounts payable                                                        -            (18,498)
  Gain on sale of assets                                                                         -            (42,000)
  Interest expense accrued in connection with warrants for debt discount                      3,400             7,333
  Provision for sales returns                                                               342,269           348,177

Changes in Operating Assets and Liabilities:
  Accounts receivable                                                                      (304,036)         (368,605)
  Inventory                                                                                 (38,527)            5,785
  Prepaid expenses and other assets                                                         164,374           171,862
  Accounts payable                                                                          (93,262)          (73,407)
  Accounts payable and accrued expenses - related party                                     (57,606)         (173,722)
  Accrued expenses                                                                           (2,503)         (150,371)
  Accrued compensation                                                                       37,509           315,215
  Accrued interest                                                                           61,600            75,715
                                                                                        -----------       -----------
     Net Cash Used in Operating Activities                                                 (771,141)         (727,846)
                                                                                        -----------       -----------

Cash Flow From Investing Activities:
  Proceeds from sale of assets                                                                   -             42,000
                                                                                        -----------       -----------
     Net Cash Provided by Investing Activities                                                   -             42,000
                                                                                        -----------       -----------
Cash Flow From Financing Activities:
  Payment of notes payable                                                                  (25,000)         (160,000)
  Related party advance                                                                      25,000           160,000
  Repayment of related party advance                                                             -             (6,000)
  Bank borrowings                                                                            46,663                -
   Fees related to equity financing                                                              -            (57,025)
  Net proceeds from issuance of common stock                                                683,820           533,875
                                                                                        -----------       -----------
     Net Cash Provided by Financing Activities                                              730,483           470,850
                                                                                        -----------       -----------
(Decrease) Increase in Cash and Cash Equivalents                                            (40,658)         (214,996)
Cash and Cash Equivalents at Beginning of Year                                               55,472           270,468
                                                                                        -----------       -----------
Cash and Cash Equivalents at End of Year                                                $    14,814       $    55,472
                                                                                        ===========       ===========
</TABLE>

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

                                       F-6
<PAGE>

                                   NUVIM, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                     YEARS ENDED DECEMBER 31, 2006 and 2007

<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, 2005                         5,034,995   $        51    $ 18,167,605   $ (20,245,061)  $ (2,077,405)

Stock sold to accredited investors, net              2,970,000            30         533,845                        533,875
Stock issued for services                              762,554             8         272,057                        272,065
Stock cancellation for services not rendered           (17,142)                       (5,999)                        (5,999)
Stock issued for accounts payable                      331,453             3         110,581                        110,584
Stock issued for accrued compensation                1,246,643            12         481,278                        481,290
Stock issued for secured convertible                                                                                      0
   promissory notes                                    335,000             3          66,997                         67,000
Stock issued for stockholders loans                                                                                       0
   and accrued interest                                290,614             3          96,183                         96,186
Stock issued for purchase of Nuvim Powder, LLC         450,000             4          89,996                         90,000
Employee stock based compensation                                                    546,881                        546,881
Stock issued for employee compensation                 218,750             2          43,748                         43,750
Warrants issued for note extension - senior notes                                     44,000                         44,000
Warrants issued for note extension - other notes                                       8,500                          8,500
Warrants issued for services                                                          34,000                         34,000
                                                                                                                          0
Net loss                                                                                          (1,778,959)    (1,778,959)
                                                    ----------   -----------    ------------   --------------  -------------
Balance at December 31, 2006                        11,622,867           116      20,489,672     (22,024,020)    (1,534,232)

Stock sold to accredited investors, net              2,506,000            25         683,795              -         683,820
Registration costs                                          -             -          (57,025)             -         (57,025)
Stock issued for accrued compensation                  172,915             2          46,580              -          46,582
Stock issued for services                              439,000             4         109,596              -         109,600
Employee stock based compensation                           -             -          383,244              -         383,244
Net Loss                                                    -             -               -       (1,449,378)    (1,449,378)
                                                    ----------   -----------    ------------   --------------  -------------
Balance at December 31, 2007                        14,740,782   $       147    $ 21,655,862   $ (23,473,398)  $ (1,817,389)
                                                    ==========   ===========    ============   ==============  =============
</TABLE>

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

                                       F-7
<PAGE>

                                   NUVIM, INC.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BUSINESS AND BASIS OF PRESENTATION

A. Business

NuVim,  Inc.  (the  "Company")   markets  and  distributes  dietary   supplement
beverages, which  enhance the  immune system,  promote sturdy  joints and muscle
flexibility.   The  Company  distributes its  products  through  supermarkets in
approximately 13 states,  predominately on the  East Coast, and  the District of
Columbia.

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 $1,449,378 and $1,778,959 for the
years ended December 31, 2007  and 2006, 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 the sale of common stock.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

A. Cash Equivalents

Cash equivalents consist of highly-liquid investments with an original  maturity
of three months or less when purchased.

B. Accounts Receivable

Accounts receivable  are unsecured,  non-interest bearing  obligations that  are
typically due  from customers  within 30  days of  the invoice date.  Management
applies collections  in accordance  with customer  remittance advices  or to the
oldest outstanding invoice if no remittance advice is presented with payment.

Accounts receivable  are recorded  at their  net realizable  value.  The Company
estimates an allowance for doubtful accounts, sales returns and allowances based
on historical trends and other criteria.   At December 31, 2007 and 2006,  these
allowances approximated $25,908 and $26,100, respectively.  No bad debt  expense
was incurred in  2007 and 2006  as all allowances  represented sales returns  or
promotional allowances.

                                       F-8
<PAGE>

C. Inventories

Inventories,  which  are predominantly  raw  materials and  finished  goods, are
stated at the lower of cost (first-in, first-out method) or market. A  provision
for excess or obsolete  inventory is recorded at  the time the determination  is
made. For finished  goods, inventory that  is within 30  days of its  expiration
date is charged to cost of sales.

D. Deferred Offering Costs

During 2006, the Company incurred  $57,025 in deferred offering costs  in regard
to their SB-2 filing during the  year to register securities as of  December 31,
2006.  The  registration  statement  related  to  the  securities  was  declared
effective during 2007 and the amount was reclassified to stockholders equity.

E. Revenue Recognition

The Company records revenue at the time the related products are received by the
customer from the public warehouse used by the Company and the risk of ownership
has  passed  to  the  customer.   A  provision  for  estimated  product returns,
promotional  allowances and  cash discounts  based on  the Company's  historical
experience is recorded during the period of sale.

F. Promotional Allowances

As an inducement to its customers to display the Company's products in preferred
locations  of  their  stores, the  Company  provides  placement and  promotional
allowances  to certain  customers.  The  Company also  reimburses retailers  for
coupon redemptions, and provides credits for product which has not been sold  by
its expiration date.  These allowances and credits are reflected as a  reduction
of gross sales  in accordance with  Emerging Issues Task  Force ("EITF") No.  01
-09"Accounting for Consideration Given by a Vendor to a Customer".

G. Freight Costs

In accordance with  EITF No. 00-10,  "Accounting for Shipping  and Handling Fees
and Costs," reimbursement of freight charges  are recorded in net sales and  the
Company is disclosing  that unreimbursed freight  costs are recorded  as selling
general and administrative expenses.  For the years ended December 31, 2007  and
2006, freight-out  costs approximated  $207,000 and  $270,000, respectively, and
have been recorded in selling, general and administrative expenses.

H. Equipment and Furniture

Equipment and  furniture is  stated at  cost and depreciated using the straight-
line method over the estimated useful lives of the assets (3-5 years).

I. 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

                                       F-9
<PAGE>

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
$383,000 and $546,881  in compensation expense  during the years  ended December
31,  2007  and 2006,  respectively.   Such amount  is  included in  general  and
administrative  expenses on  the statement  of operations.

J. Advertising  and Promotion Costs

Advertising and promotion costs are expensed as incurred.  Advertising expenses,
including media advertising, in  store sampling programs, and  advertisements in
customer printed circulars were included in selling, general and  administrative
expenses,  with  the exception  of  coupon expenses  which  were included  as  a
reduction of  net sales.   During the  years ended  December 31,  2007 and 2006,
advertising  and  promotion  expense was  approximately  $192,000  and $268,000,
respectively.

K. Income Taxes

Deferred tax assets and liabilities are determined based on differences  between
financial  reporting and  income tax  basis of  assets and  liabilities and  are
measured using the enacted  tax rates and laws  that will be in  effect when the
differences are expected to reverse.  Differences that give rise to  significant
portions  of the  Company's deferred  tax assets  are net  operating losses  and
deferred stock compensation.  A valuation allowance is recorded against deferred
tax assets in instances where the  realization of the deferred tax asset  is not
considered to be "more likely than not."

L. Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in  the United States  requires management to  make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying  notes   including  the   disclosure  of   contingent  assets   and
liabilities.   These  estimates include,  but  are not  necessarily  limited to,
accounts receivable  allowances, stock  based compensation  and depreciation and
coupon liability estimates. Actual results could differ from those estimates.

M. 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,  the Company had  warrants outstanding to  purchase 7,513,800
shares of common stock and  employee stock options to purchase  3,696,147 shares
of common stock outstanding, which are not included in the calculation.

                                      F-10
<PAGE>

N. Impairment of Long Lived Assets

The Company reviews long-lived assets for impairment whenever circumstances  and
situations change such that there is an indication that the carrying amounts may
not be recovered. At December 31, 2007 and December 31, 2006 the Company has not
recognized any impairment charges for long lived assets.

O. Concentration of Risks

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

Sales to one customer during the  year ended December 31, 2007 approximated  50%
of  sales.  Sales  to two  customers during  the year  ended December  31, 2006
approximated 51% and 12% of sales.  A loss of one of these customers could  have
a significant  adverse effect  on the  Company's results  of operations and cash
flows.

Accounts receivable from four customers  at December 31, 2007 approximated  49%,
11%,  11%  and  10%,  respectively  and  two  customers  at  December  31,  2006
approximated 53% and 11% of accounts receivable.

One outside vendor manufactured all of the Company's finished goods. During  the
years ended  December 31,  2007 and  2006, manufacturing  costs of approximately
$230,000 and $208,000 were incurred at this vendor.  There was no amount due  to
this vendor at December 31, 2007 and 2006.

P. Value of Financial Instruments

The Company's financial instruments consist mainly of cash and cash equivalents,
accounts receivable, accounts  payable and debt.  The carrying amounts  of these
financial instruments approximate fair value due to their short-term nature. The
carrying amount due  to related party,  notes payable and  stockholder loans are
estimated  to  approximate their  fair  values as  their  stated interest  rates
approximate current interest rates.

Q. Recent Accounting Pronouncements

    SFAS No. 159
    ------------

    In February 2007, the  FASB issued SFAS No.  159, The Fair Value  Option for
    Financial Assets and Financial Liabilities  - including an amendment of  FAS
    115 ("SFAS No. 159"). SFAS No. 159 allows companies to choose, at  specified
    election dates, to measure eligible financial assets and liabilities at fair
    value  that  are  not  otherwise required  to  be  measured  at fair  value.
    Unrealized gains and losses  shall be reported on  items for which the  fair
    value option has been elected in earnings at each subsequent reporting date.
    SFAS No. 159 also establishes presentation and disclosure requirements. SFAS
    No. 159 is effective for fiscal years beginning after November 15, 2007  and
    will be applied prospectively. The Company is

                                      F-11
<PAGE>

    currently evaluating the impact of adopting SFAS No. 159 on our consolidated
    financial position, results of operations and cash flows.

    FASB Statement Number 141 (revised 2007)
    ----------------------------------------

    In December  2007, the  FASB issued  FASB Statement  No. 141 (revised 2007),
    Business  Combinations.  This  Statement replaces  FASB  Statement  No. 141,
    Business Combinations. This  Statement retains the  fundamental requirements
    in Statement 141 that the acquisition method of accounting (which  Statement
    141 called the  purchase method) be  used for all  business combinations and
    for  an  acquirer  to  be identified  for  each  business  combination. This
    Statement defines the acquirer as the entity that obtains control of one  or
    more businesses in the business combination and establishes the  acquisition
    date as the date that the acquirer achieves control. This Statement's  scope
    is  broader than  that of  Statement 141,  which applied  only to  business
    combinations in which control was obtained by transferring consideration. By
    applying  the  same  method  of  accounting-the  acquisition  method-to  all
    transactions and other events in  which one entity obtains control  over one
    or more other businesses, this  Statement improves the comparability of  the
    information about business combinations provided in financial reports.

    This Statement requires  an acquirer to  recognize the assets  acquired, the
    liabilities assumed, and any noncontrolling interest in the acquiree at  the
    acquisition  date, measured  at their  fair values  as of  that date,  with
    limited exceptions specified in the Statement. That replaces Statement 141's
    cost-allocation process,  which required  the cost  of an  acquisition to be
    allocated to the individual assets acquired and liabilities assumed based on
    their estimated fair values.

    This  Statement applies  to all  transactions or  other events  in which  an
    entity  (the  acquirer)  obtains  control of  one  or  more  businesses (the
    acquirer),  including  those  sometimes referred  to  as  "true mergers"  or
    "mergers  of  equals"  and combinations  achieved  without  the transfer  of
    consideration,  for  example, by  contract  alone or  through  the lapse  of
    minority  veto  rights. This  Statement  applies to  all  business entities,
    including  mutual  entities that  previously  used the  pooling-of-interests
    method of accounting for some  business combinations. It does not  apply to:
    (a) The formation of a joint venture,  (b) The acquisition of an asset or  a
    group  of assets  that does  not constitute  a business,  (c) A  combination
    between  entities  or businesses  under  common control,  (d)  A combination
    between  not-for-profit organizations  or the  acquisition of  a for-profit
    business by a not-for-profit organization.

    This Statement applies prospectively to business combinations for which  the
    acquisition date is on or after the beginning of the first annual  reporting
    period beginning on or after December  15, 2008. An entity may not  apply it
    before that date. Management believes this Statement will have no impact  on
    the financial statements of the Company once adopted.

    FASB Statement Number 160
    -------------------------

    In December 2007,  the FASB issued  FASB Statement No.  160 - Noncontrolling
    Interests in Consolidated Financial Statements - an amendment of ARB No. 51.
    This Statement applies to  all entities that prepare  consolidated financial
    statements, except not-for-profit organizations, but will affect only  those
    entities that  have an  outstanding noncontrolling  interest in  one or more
    subsidiaries   or   that   deconsolidate   a   subsidiary.    Not-for-profit
    organizations should continue to  apply the guidance in  Accounting Research
    Bulletin No. 51, Consolidated

                                      F-12
<PAGE>

    Financial Statements, before the amendments made by this Statement, and  any
    other applicable standards, until the Board issues interpretative guidance.

    This Statement amends ARB 51 to establish accounting and reporting standards
    for the noncontrolling interest in a subsidiary and for the  deconsolidation
    of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary
    is an ownership interest in the consolidated entity that should be  reported
    as equity in  the consolidated financial  statements. Before this  Statement
    was issued, limited guidance existed for reporting noncontrolling interests.
    As a result, considerable diversity in practice existed. So-called  minority
    interests were reported in the consolidated statement of financial  position
    as liabilities or in the  mezzanine section between liabilities and  equity.
    This Statement improves comparability by eliminating that diversity.

    A  noncontrolling interest,  sometimes called  a minority  interest, is  the
    portion of equity in a subsidiary not attributable, directly or  indirectly,
    to a parent.  The objective of  this Statement is to improve the  relevance,
    comparability,  and  transparency  of  the  financial  information  that   a
    reporting  entity  provides  in  its  consolidated  financial  statements by
    establishing  accounting  and  reporting  standards  that  require:  (a) The
    ownership interests in subsidiaries held by parties other than the parent be
    clearly identified, labeled, and presented in the consolidated statement  of
    financial position within equity, but separate from the parent's equity, (b)
    The amount of consolidated net income attributable to the parent and to  the
    noncontrolling interest be clearly identified  and presented on the face  of
    the consolidated statement  of income, (c)  Changes in a  parent's ownership
    interest while the parent retains its controlling financial interest in  its
    subsidiary be accounted for consistently. A parent's ownership interest in a
    subsidiary changes if the parent purchases additional ownership interests in
    its subsidiary or if the parent sells some of its ownership interests in its
    subsidiary.  It  also  changes  if the  subsidiary  reacquires  some  of its
    ownership interests or the subsidiary issues additional ownership interests.
    All  of  those transactions  are  economically similar,  and  this Statement
    requires that they be accounted  for similarly, as equity transactions,  (d)
    When  a subsidiary  is deconsolidated,  any retained  noncontrolling equity
    investment in the former subsidiary be initially measured at fair value. The
    gain or loss on the deconsolidation of the subsidiary is measured using  the
    fair value of any noncontrolling equity investment rather than the  carrying
    amount  of  that  retained  investment,  (e)  Entities  provide   sufficient
    disclosures that clearly identify  and distinguish between the  interests of
    the parent and the interests of the noncontrolling owners.

    This Statement  is effective  for fiscal  years, and  interim periods within
    those  fiscal years,  beginning on  or after  December 15,  2008 (that  is,
    January 1, 2009, for entities with calendar year-ends). Earlier adoption  is
    prohibited.  This  Statement  shall  be  applied  prospectively  as  of  the
    beginning of the fiscal year  in which this Statement is  initially applied,
    except for  the presentation  and disclosure  requirements. The presentation
    and disclosure requirements shall be applied retrospectively for all periods
    presented. Management  believes this  Statement will  have no  impact on the
    financial statements of the Company once adopted.

R.  Distribution Rights

Intangible assets consist  of distributions rights  acquired in connection  with
the acquisition of remaining shares of NuVim Powder, LLC. This intangible  asset
does not have a finite useful life and in accordance with Statement of Financial
Accounting Standards ("SFAS")  No. 142, "Goodwill  and Other Intangible  Assets"
("SFAS No. 142"), such assets with are not amortized, but are subject to  annual
impairment testing by applying a  fair value based test.  Management  intends to
complete its first annual impairment  testing of the distribution rights  by the
anniversary date of the closing of this

                                      F-13
<PAGE>

transaction.  It has not been  determined whether an impairment adjustment  will
be required related to this test.

S. Accounts Payable

Accounts  payable  represent  amounts  due  for  obligations  to  creditors   in
connection  with  the  Company's  operations  and  are  recorded  at  the amount
transacted,  which are  generally not  significantly different  from their  fair
value.  In  connection with  an outstanding  obligation to  one of the Company's
advertising  vendors, the  Company negotiated  an extension  of this  obligation
until the year 2013 and has  reflected amounts due beyond one year  as long-term
accounts  payable.  The  Company has  followed the  principles of  Statement of
Financial Accounting Standards No. 15,  Accounting by Debtors and Creditors  for
Troubled Debt Restructurings in recording the extension of this obligation.

T. Reclassifications

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

NOTE 4 - INVENTORY

Inventory consists of the following:

                                     December 31,
                                 ------------------
                                  2007       2006
                                --------   --------
Raw materials                   $ 81,206   $ 60,911
Finished goods                   124,250    106,018
                                --------   --------
Total                           $205,456   $166,929
                                ========   ========

NOTE 5 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid Expenses and Other Current Assets consists of the following:

                                 December 31,
                             -------------------
                               2007       2006
                             -------    --------
Prepaid Advertising          $  --      $141,250
Prepaid Insurance             28,620      41,303
Other Prepaids and
    Advance Payments            --         8,500
                             -------    --------
Total                        $28,620    $191,053
                             =======    ========

                                      F-14
<PAGE>

NOTE 6 - EQUIPMENT AND FURNITURE

Equipment and furniture consists of the following:

                                           December 31,
                                      ----------------------
                                        2007          2006
                                      --------      --------
Furniture and fixtures                $ 54,964      $ 54,964
Less: accumulated depreciation         (54,910)      (54,366)
                                      --------      --------
Equipment and furniture, net          $     54      $    598
                                      ========      ========

Depreciation expense for  years ended December  31, 2007 and  2006 was $544  and
$904, respectively.

During 2006 the Company sold its  equipment that was fully depreciated that  led
to a gain of $42,000.

NOTE 7 - BANK LINE OF CREDIT

The Company has a revolving line of credit with a bank in the amount of $50,000.
The borrowings are secured  by assets of the  Company. As of December  31, 2007,
there was $46,663 outstanding on this line of credit. The loan bears interest at
an annual rate of 29.99%.

NOTE 8 - SENIOR NOTES PAYABLE - RELATED PARTIES

In 2006, two holders of more than 5% of the Company's common stock, one of which
is also  a member  of the  Company's board  of directors,  agreed to  extend the
maturity  of  senior notes  payable  aggregating $500,000,  and  all the  unpaid
interest thereon until  January 15, 2009  In consideration of  entering into the
agreements, each  note-holder received  warrants to  purchase 100,000  shares of
common stock for $0.35 per share,  expiring in 2015. These warrants were  valued
under the black sholes method and  were recorded as debt discount in  the amount
of $44,000 and are being amortized over the 26 month term of the note.

The Company has recorded  $40,000 and $50,000 as  interest expense on the  notes
during 2007 and 2006, respectively.   Accrued interest was $209,160 at  December
31, 2007 and $169,160 at December 31, 2006.

The notes accrue interest at 12% per annum, unless they are in default, in which
case the interest increases to 18%. The  notes are secured by all of the  assets
of  the  Company,  and certain  Company  creditors  were executed  subordination
agreements in favor of the lenders.

NOTE 9 - STOCKHOLDER LOANS - SUBORDINATED CONVERTIBLE PROMISSORY NOTES

Stockholder Loans -  Subordinated Convertible Promissory  Notes consists of  two
notes in the amount $100,000 and $50,000,  which are due on demand, as there  is
no stated term to these notes as of December 31, 2007.  The notes bear  interest
at a  rate of  8% and  default interest  at 14%.   The notes are subordinated in
right of payment to the senior notes payable-related parties.

The holder of these  notes may convert the  notes (or a portion  thereof) into a
number of shares of Company's  Series C preferred stock, calculated  by dividing
the amount of the debt being converted by $.20 per share rounded to the  nearest
whole share.

In 2006, two stockholders converted debts totaling $75,000 and accrued  interest
of $21,100 into 291,000 shares of common stock.

                                      F-15
<PAGE>

At the holder's  election, unless converted,  the accrued interest  on the notes
shall be paid to the holder in cash on the conversion date.

Interest expense  on stockholder  loans was  $12,000 and  $17,000 for  the years
ended December 31,  2007 and 2006,  respectively.  Accrued interest  payable was
$33,770 and $21,770 as of December 31, 2007 and 2006, respectively.

NOTE 10 - ACCRUED COMPENSATION

Accrued compensation consists of unpaid salary to certain officers and employees
of the Company.  Compensation expense related to accrued and unpaid salary and

NOTE 11 - RESCINDED SERIES B OFFERING PAYABLE

Pursuant to a private placement  memorandum, dated October 5, 2001,  the Company
offered to sell  shares of Series  B convertible preferred  stock.  The Company,
however, did not have a sufficient amount of preferred stock authorized to issue
and sell  the Series  B convertible  preferred stock  and had  not taken certain
legal steps to designate the terms of the Series B convertible preferred  stock.
Accordingly, the Series B convertible  preferred stock was invalidly issued  and
holders thereof did  not own an  equity interest in  the Company as  a result of
their  purported  investment therein.   As  a result,  the  Company was  legally
obligated to offer to rescind, or  return, the payment made by such  holders for
such shares, plus  any interest required  by applicable state  law.  Proceeds of
$647,100 were collected in the Series  B offering and accounted for as  offering
payable from the Company.

In November  2002, the  Company consummated  its offer  to rescind  the Series B
offering and refund the original purchase price, or issue replacement shares  of
the Company's  Series C  convertible preferred  stock at  the proposed  offering
price  of $.20  per share,  at the  investors' option.   Investors representing
$568,600 elected to  receive, and were  issued, 2,843,000 replacement  shares of
the Series  C convertible  preferred stock,  and investors  representing $78,500
elected a cash refund.  The Company  paid an additional $23,080 of the  refunded
proceeds due during 2005 and $0 during 2006, The liability remaining at December
31, 2007 and 2006 is $18,920.

NOTE 12 - RELATED PARTY ADVANCES

During  2006,  an  officer  advanced  the  Company  working  capital  funds   in
anticipation of the receipt  of funds from the  sale of the State  of New Jersey
Tax losses.  A total of $160,000 was advanced in increments beginning in  August
2006  and ending  in December  2006 when  the advances  were fully  repaid. The
officer was also paid approximately $1,600 in interest that was accrued at 8%.

During 2007, an officer advanced the Company working capital funds in the amount
of $25,000 and was repaid.

NOTE 13 - OTHER NOTES PAYABLE

Other notes payable consists of notes payable issued to a law firm in payment of
past due legal fees and accrued interest thereon.  The note has a maturity  date
of January, 2009 and bears interest at a rate of 8% per annum.  Interest expense
related to the  note was $13,000  and $11,450 for  2007 and 2006,  respectively.
Accrued interest  was $35,317  and $25,917  at December  31, 2007  and 2006.  In
connection with this note the Company issued warrants to purchase 50,000  shares
of common stock for $.35 per share  which were valued at $8,500 and recorded  as
debt discount and  are being amortized  over the note  life of 30  months.  This
warrant expires in 2015.

                                      F-16
<PAGE>

NOTE 14 - STOCKHOLDERS' DEFICIT

A. Capital Stock

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

The Series A and C Convertible  Preferred Stock "Series A" and "Series  C", with
respect to the terms of such preferred stock, the Board of Directors shall  have
the authority by resolution  to fix all of  the powers, preferences and  rights,
and qualifications, limitations and restrictions of the preferred stock.

B. Warrants

The following is a summary of warrants outstanding at December 31, 2007:

<TABLE>
<CAPTION>
                                Number of Shares
Issue Date    Expiration Date   of Common Stock      Price           Basis for Warrant Issuance
-----------   ---------------   ----------------   ---------    -------------------------------------
<S>              <C>               <C>              <C>         <C>
11/01/02         06/20/08              1,273        $ 11.00     Placement Agent Class C Prefd (a)
03/01/03         02/28/10              2,577        $ 11.00     Accrued Compensation
09/15/04         09/14/14            325,000        $  1.00     Second Amend Service Agreement (a)
06/25/05         06/24/10            245,000        $  1.50     Conversion of Note Payable
06/25/05         06/24/10            245,000        $  2.00     Conversion of Note Payable
06/25/05         06/24/10          2,700,000        $  1.50     Class A IPO Warrants (b)
06/25/05         06/24/10          2,700,000        $  2.00     Class B IPO Warrants
06/25/04         06/24/10            270,000        $  1.20     Underwriter's warrants
11/01/05         06/24/10            250,000        $  1.50     Media Campaign
11/01/05         06/24/10            250,000        $  2.00     Media Campaign
12/22/05         12/22/10             24,950        $  0.40     Bridge Loan Agent
02/14/06         02/13/13             50,000        $  1.00     25% of NuVim Powder LLC
04/06/06         04/06/10            200,000        $  0.60     Investor Relation
08/23/06         08/15/15            100,000        $  0.35     Secured Note Extension
08/23/06         08/15/15            100,000        $  0.35     Secured Note Extension
11/07/06         08/15/15             50,000        $  0.35     Note Extension
                                   ----------
                                    7,513,800
                                   ==========
</TABLE>

(a)   Includes anti-dilution agreement and cashless exercise right.
(b)   Callable at $.25 if common stock trades at $2.00 for five days.

C. Stock Options

The Company adopted six  Stock Option Plans (the  "Plans") in 2000, 2001,  2002,
two stock option plans in 2005, and one plan in 2006 under which incentive stock
options ("ISOs") and non-qualified stock options ("NQSOs") to acquire shares  of
common  stock  that  may  be  granted  to  employees,  officers,  directors  and
consultants of the Company. When the 2006 plan was adopted, the prior plans

                                      F-17
<PAGE>

were  terminated:  all  previously  issued  options  will  remain  in  effect in
accordance with their  original terms but  no new options  will be issued  under
those plans.

Each Plan  expires ten  years from  the date  of adoption.   Under the currently
operative plan, the Company is authorized  to grant options for up to  2,000,000
common shares.  Under each Plan, the option price of an ISO may not be less than
the fair market value of a share of  common stock on the date of grant.  An  ISO
may not be granted  to a "ten percent  stockholder" (as such term  is defined in
Section 422A of the Internal Revenue Code) unless the exercise price is at least
110% of the fair market value of the common stock and the term of the option may
not exceed five years  from the date of  grant.  The maximum term  of each stock
option granted to persons other than ten percent stockholders is ten years  from
the date of the grant.

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

                                                                       Weighted-
                                                                        Average
                                                          Number of    Exercise
                                                           Shares        Price
                                                          ---------    ---------
     Outstanding December 31, 2005                        1,643,316     $ 1.01
     Cancelled                                             (954,669)    $
     Issued                                               1,940,000     $ 0.32
                                                          ---------
     Outstanding December 31, 2006                        1,643,316     $ 0.58
     Cancelled                                             (102,500)    $ 1.00
     Issued                                               1,700,000     $ 0.40
                                                          ---------
     Outstanding at December 31, 2007                     3,696,147     $ 0.75
                                                          =========
     Exercisable at December 31, 2007                     3,614,483     $ 0.75
                                                          =========
     Exercisable at December 31, 2006                     2,465,318     $  .58
                                                          =========
     Exercisable at December 31, 2005                     1,150,816     $ 1.01
                                                          =========

Grant date fair value per option of options issued in:

        2007 -              $    .29
                            ========
        2006 -              $    .26
                            ========

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

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

The weighted-average remaining contractual life of options outstanding was 8 and
8.9 years as of December 31, 2007 and December 31, 2006, respectively.

                                      F-18
<PAGE>

A summary of  the status of  the Company's nonvested  shares as of  December 31,
2007 and 2006, and changes during the year ended December 31, 2007 and 2006  are
presented below:

<TABLE>
<CAPTION>
                                                                 Weighted-
                                                   Weighted-      Average
                                                    Average      Remaining
                                                     Fair       Contractual
                                                   Number of      Value at        Term
                                                    Shares       Grant Date     (in years)
                                                  ----------    ------------   ------------
<S>                                               <C>           <C>            <C>
Non-vested shares at December 31, 2005 ......        492,456    $       1.00            9.5
Options granted .............................      1,940,000            ---            ---
Options vested ..............................      2,107,506)           ---            ---
Options forfeited or expired ................       (161,621)           ---            ---
                                                  ----------    ------------   ------------
Non-vested shares at December 31, 2006 ......        163,329    $       1.00            8.5

Options granted .............................      1,170,000            ---            ---
Options vested ..............................     (1,251,664)           ---            ---
Options forfeited or expired ................            (--)           ---            ---
                                                  ----------    ------------   ------------
Non-vested shares at December 31, 2007 ......         81,665    $       1.00            8.5
                                                  ==========    ============   ============
</TABLE>

As of December 31, 2006, no  outstanding options had an exercise price  that was
less than the fair value of the Company's common stock. as of December 31, 2005,
there was approximately  $438,000 of unrecognized  compensation cost related  to
non-vested stock  option awards,  which is  expected to  be recognized in future
years.

At December 31, 2007, the fair value of stock option grants has been  calculated
using the black-scholes method using the following assumptions:

    Risk-free rate                                   3.5% - 4.85%
    Dividend yield                                        0
    Volatility factor of the expected market          .10% to 90%
    Price of the Company's common stock              $.20 to 11.00
    Average life                                       5- 7 years

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

D.  Sales for Cash

On March 1 and 8, 2007, NuVim  issued a total of 433,333 shares to  an unrelated
accredited investor for $130,000 or $.30 per share. No commissions or fees  were
paid in connection with this sale.

On March 8, 2007, three of NuVim's outside directors, purchased an aggregate  of
100,000, shares of common stock for $30,000 or $0.30 per share

                                      F-19
<PAGE>

At the end  of the first  quarter of 2007,  NuVim received $300,000  from Julius
Baer  Multistock  SICAV US  Stock  Fund, a  European  Institutional Investor  to
purchase 1,000,000 shares of  common stock at a  price of $.30 per  share. NuVim
paid a commission of $39,000 to Continental Advisors SA in connection with  this
sale.

During April 2007,  NuVim issued a  total of 972,667  shares of common  stock to
unrelated accredited investors for  gross proceeds of approximately  $291,800 or
$.30 per  share.  Commissions  and fees  of approximately  $27,000 were  paid in
connection with this sale.

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

On April 18, 2006, Paulson Investment Company, Inc., the company that served  as
underwriter of NuVim's recently completed initial public offering of securities,
purchased 500,000 shares of NuVim's common stock for $100,000.

On May 18,  2006, NuVim accepted  twenty-two additional subscriptions  resulting
from  private  placements  arranged by  Paulson  Investment  Company, Inc.   The
investors purchased 2,470,000 shares of common stock for a total of $494,000. In
addition, Paulson  purchased an  additional 37,500  shares in  exchange for  the
cancellation of  $7,500 of  past due  fees.  The  brokers placed each investment
received  a  7%  commission  and Paulson  received  a  3%  unaccountable expense
allowance.  The  net cash  proceeds from  the issuance  the 2,970,000  shares of
common stock was $533,875.

All of the cash was used for working capital.

E. Common Stock Issued for Services

During the first quarter  of 2007, the Company  issued 205,000 shares of  common
stock for legal services, consulting services and for the preparation of certain
corporate  presentation services.  . Compensation  expense was  recorded in  the
amount of $38,400, which was the then fair market value of the shares issued.

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

On July 12, 2007, NuVim issued 72,000 shares of common stock to its  consultant,
James Schnorf, for services to be rendered having a value of $18,720.

During September 2007  the Company issued  36,000 shares of  common stock to  an
accredited investor for  services. The stock  had a fair  value of approximately
$5,980.

During the fourth quarter of 2007,  the Company issued 100,000 shares of  common
stock for professional services  rendered. Compensation expense was  recorded in
the  amount of  $33,500, which  was the  then fair  market value  of the  shares
issued.

                                      F-20
<PAGE>

During 2006,  NuVim issued  a total  of 175,000  shares of  its Common  Stock to
NuVim's Secretary as payment  for his services for  the year ended December  31,
2006.   Mark  Siegel's relationship  to  NuVim qualifies  him  as an  accredited
investor. The services for which the shares were issued are valued, pursuant  to
agreement between NuVim and Mr. Siegel at approximately $66,000.

During May and June of 2006, NuVim agreed with several organizations to  provide
various services for 393,554 shares of common stock.  The services have a  value
of approximately $144,000.  During September 2006, 17,142 shares of common stock
were  returned  and   cancelled  due  to   services  not  performed   valued  at
approximately $6,000.

On December 1,  2006, NuVim agreed  with a production  and operations expert  to
provide various services  for a total  of 100,000 shares  of common stock.   The
services have a value of approximately $32,000.

On December  1, 2006,  NuVim agreed  to issue  a total  of 79,000  shares to two
individuals  for  their  services  in  seeking  strategic  partners  and  merger
candidates. The services have a value of approximately $25,280.

On December 29, 2006, NuVim agreed with its new spokesperson to issue a total of
15,000 shares of common stock as additional compensation for their services. The
shares have a value of approximately $4,800.

F. Stock Issued for Trade Debt

In June 2006, several creditors agreed to accept 331,453 shares of common  stock
at a price of $0.35 per  share to settle an aggregate of  approximately $111,000
of current or past due trade debt.

G. Common Stock issued for Executive Compensation

In January and March 2007, NuVim  issued 172,915 shares of common stock  payment
of past due salaries and a bonus to the Company's CEO. These shares issued  were
in lieu of $46,582 of cash compensation.

On April  20, 2006  NuVim and  two current  and one  retired executives  reached
agreement on the number of shares to be granted in lieu of a cash bonus for 2005
and the  additional restrictions  to be  imposed on  their ability  to sell  the
shares. A total of 661,500 shares were granted, 341,500 to Mr. Kundrat, the CEO,
200,000 to John L.  Sullivan, the  Vice-President of Sales, and 120,000 to  Paul
J. Young, until April 1, 2006 the Vice President of Operations and now a  member
of the Advisory Board.

Also, during April 2006 a former officer, (Young), of the Company also  accepted
9,000 shares of common stock for approximately $3,000 of accrued compensation.

On April  21, 2006  The Company  issued 183,955  shares of  common stock  to its
former CFO for unpaid salary and bonus.

During December 2006, Mr. Kundrat, NuVim's CEO, agreed to accept 392,188  shares
of common stock in lieu of cash  payments of $125,500 for part of his  executive
bonus for 2006 and 218,750 shares of common stock in lieu of cash payment of his
$43,750 of unpaid 2005 salary.

                                      F-21
<PAGE>

H. Common Stock issued on Conversion of Secured Convertible Promissory Notes

In June 2006, the  holders of the Secured  Convertible Promissory Notes, in  the
amount of $67,000, agreed to the conversion of their Notes into an aggregate  of
335,000  shares  of common  stock.   In addition,  the  holders surrendered  the
warrants that had been issued in connection with the Notes for cancellation.

In June 2006, a stockholder loan note holder exchanged $37,631 of principal  and
accrued interest for 107,631 shares of common stock.

In December  2006, another  stockholder loan  note holder  agreed to convert his
$50,000 note and approximately $8,500 of unpaid interest into 182,983 shares  of
common stock.

I. Stock Reserved

At December 31, 2006, the Company had reserved shares of its common stock as
follows:

                                                   Common
                                                 ----------

Exercise of common stock warrants                 7,513,800
Exercise of stock options                         3,614,483
                                                 ----------
Total                                            11,128,283
                                                 ==========

J. Acquisition of the Remainder of NuVim Powder LLC

On August 23, 2004 NuVim Powder LLC was formed as a condition to a loan greement
with a director and investor, who was also a spokesperson for the ompany.  NuVim
Powder LLC was owned 51% by the Company, 12.5% by the pokesperson, 12.5% by  the
director  and  24% by  a  related vendor  providing  roduction services  to  the
Company,  and  was  to  be the  exclusive  distributor  of  ood powder  products
developed by the Company.  The LLC was not active in 2004 nd 2005.

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

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

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

The value of these shares is approximately $90,000 and has been allocated to  an
intangible asset,  distribution rights,  and in  accordance with  SFAS 142,  the
Company will perform an impairment test

                                      F-22
<PAGE>

within the one year of  the closing date.  In the  event that the value of  this
intangible asset can not be sustained, the carrying value may be written down to
its  then  defined fair  value.   Such charge  could  be significant  in  future
periods.

NOTE 15 - INCOME TAXES

Based on the Company's operating losses, no provision for income taxes has  been
provided for the  years ended December  31, 2007 and  2006.  As of  December 31,
2007, the Company  had net operating  losses of approximately  $21,200,000 which
expire between  the years  2019 and  2027. Due  to the  Company's initial public
offering there was a change in ownership in accordance with relevant  provisions
of the Internal  Revenue Code, which  are expected to  limit the realization  of
certain net operating losses under IRC Section 382.

At  December  31,  2006  and  2007,  the  Company  had  deferred  tax  assets of
approximately $7,000,000 and $7,400,000, respectively. A valuation allowance for
the full  amount of  the deferred  tax assets  was established  since it is more
likely  than not  that all  of the  deferred tax  assets will  not be  realized.
Deferred tax  assets principally  consist of  net operating  losses and  accrued
compensation expense.

In December 2007 and  2006, the Company received  proceeds from the sale  of the
rights to approximately $2,000,00 and $6,275,000 of New Jersey state income  tax
losses, respectively.  Based on an agreement  with the State of New Jersey,  the
Company was allowed to allocate  and sell their net operating  loss representing
$190,000 and $502,599 in 2007 and 2006, respectively, in potential tax  benefits
under the Technology  Business Tax Certificate  Program administered by  the New
Jersey Economic  Development Authority.   The Company  received net  proceeds of
$164,206 and $442,287 in  2007 and 2006, respectively,  related to the sale  and
accordingly recorded them as a tax benefit in the year received.

The state of  New Jersey renews  the program annually  and currently limits  the
aggregate proceeds to $60,000,000.   We cannot be cerain  if we will be  able to
sell any of our remaining or future New Jersey loss carryforwards or tax credits
under this program.

NOTE 16 - COMMITMENTS

A. Lease

The Company leases office space under an agreement which expires in March  2011,
with annual payments approximating $34,960.  During the years ended December 31,
2007 and 2006, rent expense was approximately $53,000 and $58,000, respectively.

C. Employment Agreements

The Company has an employment  agreement with its Chief Executive  Officer which
provides  for  an   annual  salary  of   $225,000  plus  bonus.   The  agreement
automatically extends  for successive  and additional  one year  periods, unless
Employee or Company shall provide a  written notice or termination at least  180
days prior to the end of the extended term.  .

NOTE 17 - 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
$53,250  and  $48,000  for  the   years  ended  December  31,  2007   and  2006,
respectively.

                                      F-23
<PAGE>

NOTE 18 - SUPPLEMENTAL CASH FLOW INFORMATION

                                                               December 31,
                                                          ----------------------
                                                            2007         2006
                                                          --------    ----------

Interest paid                                             $     -     $       -
Income taxes paid                                               -             -

Non-Cash Financing Activities:
Assignment of senior secured debt
  and accrued interest to related party                         -      2,679,498
Automatic conversion of notes payable                           -        245,000
Debt extinquished through issuance of stock                     -      7,679,916
Warrants issued for convertible debt discount                   -        117,366
Settlement of deferred offering costs                           -         95,000
Issuance of common stock for services                       109,600      250,000
Stock issued for accounts payable and
  accrued compensation                                    $  46,582   $  147,852

NOTE 19 - SUBSEQUENT EVENTS

In March 2008, the CEO agreed  to defer the payment of his  accrued compensation
until 2009.

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 will be expensed at the then
fair market value of the shares issued or the value of the services tendered.

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

                                      F-24