Edgar Filing: NUVIM INC

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

As filed with the Securities and Exchange Commission on May 3, 2007

Registration No. 333 - 138129

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT
NUMBER 3 TO

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Delaware 5149 13-4083851
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Classification Identification No.)
Organization) Code Number)

12 North State Route 17
Paramus, NJ 07652
201.556.1010
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)

Richard P. Kundrat
12 North State Route 17
Paramus, NJ 07652
201. 556.1013
(Name, Address and Telephone Number of Agent for Service)

Copy to:
Mark Alan Siegel, Esq.
1900 Corporate Boulevard, Suite 400 E
Boca Raton, Florida 33431
561.998.6835

Approximate Date of Commencement of the Proposed Sale to the Public: As soon as
practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER SECURITY(1) OFFERING PRICE FEE
-------------------------------------------------- ------------ --------------- -------------- ------------

Shares of common stock 5,288,237 $ 0.25 $ 1,322,059.25 $ 141.46
Shares of common stock 269,000 $ 0.22 $ 59,180.00 6.33
------------ -------------- ------------
Total 5,557,237 $ 1,381,239.25 $ 147.79*
============ ============== ============

----------
(1) Estimated solely for purposes of calculating the amount of the registration
fee paid pursuant to Rule 457(g) under the Securities Act.

* Previously paid

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.

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

SUBJECT TO COMPLETION, DATED MAY , 2007

PROSPECTUS

4,769,737 SHARES OF COMMON STOCK

[LOGO OF NUVIM]

This prospectus relates to the potential sale by certain security
holders (collectively the "Sellers") of an aggregate of 4,769,737 shares of
common stock of NuVim, Inc. None of the proceeds from the sale of the shares by
the Sellers will be received by us. We will bear all expenses (other than
selling commissions and fees and expenses of counsel or other advisors to the
Sellers) in connection with the registration and sale of the shares being
offered by the Sellers.

The common stock is quoted on the OTC Bulletin Board (R) ("OTCBB")
under the symbol "NUVM". The shares will be offered by the Sellers in
transactions on the OTC Bulletin Board (R) ("OTCBB"), and in private
transactions, either directly or through brokers. Some of the Sellers may be
deemed to be "underwriters" as that term is defined in the Securities Act of
1933. Brokerage commissions, if any, attributable to the sale of the common
stock will be borne by the Sellers. Please see "The Offering" and "Plan of
Distribution", below.

The Company is considered to be in unsound financial condition. Persons
should not invest unless they can afford to lose their entire investment.
Investing in our securities involves significant risks. See "risk factors"
beginning on page 7 for a discussion of certain factors that should be
considered in connection with an investment in the shares.

The Securities and Exchange Commission and State Securities Regulators
have not approved or disapproved of these securities or determined if this
prospectus is truthful or complete. It is illegal for any person to tell you
otherwise.

The date of this Prospectus is May , 2007.

TABLE OF CONTENTS

Page
----
Prospectus Summary 3
Risk Factors 6
The Offering 12
Use of Proceeds 14
Dividend Policy 14
Capitalization 15
Dilution 15
Forward-Looking Statements 15
Management's Discussion and Analysis of
Financial Condition and Results of Operations 17
Business 29
Management 37
Related Party Transactions 47
Principal Stockholders 53
Description of Securities 55
Shares Eligible for Future Sale 56
Plan of Distribution 58
Legal Matters 58
Experts 59
Where You Can Find More Information 59
Index to Financial Statements F-1

Until August , 2007 (90 days after the commencement of this offering),
all dealers that buy, sell or trade our units, whether or not participating in
this offering, may be required to deliver a prospectus. This delivery
requirement is in addition to the obligation of dealers to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.

You should rely only on the information contained in this prospectus.
We have not, and the sellers have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. Information contained on
our website does not constitute a part of this prospectus. The information in
this prospectus may only be accurate as of the date appearing on the cover page
of this prospectus, regardless of the time this prospectus is delivered or our
units are sold.

We are not, and the sellers are not, making an offer to sell the common
stock in any jurisdiction where the offer or sale is not permitted. No action is
being taken in any jurisdiction outside the United States to permit a public
offering of our securities or the possession or distribution of this prospectus
in any such jurisdiction. Persons who come into possession of this prospectus in
jurisdictions outside of the United States are required to inform themselves
about and to observe any restrictions as to this offering and the distribution
of this prospectus applicable in that jurisdiction.

The trademarks NuVim(R) MunePro(R), AccuFlex(R), Fruit Symphony(R) and
MuniFlexTM are owned by NuVim, Inc. All other brand names or trademarks
appearing in this prospectus are the property of their respective owners.

Notice to California investors: Each purchaser of units in California
must meet one of the following suitability standards:
(1) annual gross income of at least $200,000; (2) net worth of at least
$1,000,000 (inclusive of home, home

furnishings and automobiles); (3) liquid net worth of at least $500,000
(exclusive of home, home furnishings and automobiles); or (4) liquid net worth
(exclusive of home, home furnishings and automobiles of at least $250,000 plus
annual gross income of at least $65,000. This offering was approved in
California on the basis of a limited offering qualification where offers/sales
can only be made to investors who meet one or more of the foregoing suitability
standards. The company did not have to demonstrate compliance with some or all
of the merit regulations of the Department of Corporations as found in Title 10,
California Code of Regulations, Rule 260.140 et seq. Furthermore, the exemptions
for secondary trading available under California Corporations Code Section
25104(h) will be withheld, but there may be other exemptions available to cover
private sales.

Notice to New Jersey investors: Offers and sales in this offering in
New Jersey may only be made to accredited investors as defined in Rule 501(a) of
Regulation D under the Securities Act of 1933. Under Rule 501(a), to be an
accredited investor an individual must have: (1) net worth or joint net worth
with the individual's spouse of more than $1,000,000; or (2) income of more than
$200,000 in each of the two most recent years or joint income with the
individual's spouse of more than $300,000 in each of those years and a
reasonable expectation of reaching the same income level in the current year.
Other standards apply to investors who are not individuals. There will be no
secondary sales of the securities to persons who are not accredited investors
for 90 days after the date of this offering in New Jersey by the underwriter and
selected dealers.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this
prospectus. It does not contain all of the information you should consider
before purchasing any shares. Therefore, you should read the prospectus in its
entirety, including the risk factors and the financial statements and related
notes appearing elsewhere in this prospectus. References to "we," "us," "our,"
and "NuVim," or "the company" generally refer to NuVim, Inc

OUR COMPANY

We produce, market, and distribute NuVim(R) dietary supplements in
beverage form. NuVim utilizes the micronutrient NutraFlora(R) to provide
important health benefits to its consumers, particularly enhanced immunity and
joint health. NutraFlora(R) is uniquely capable of promoting health by
supporting the growth of beneficial (probiotic) bacteria which in turn provide
health benefits such as improved calcium and mineral absorption for better bone
health and a strong immune system. Studies also show that NutraFlora(R) helps
improve digestive functions and bone health and contributes to a healthy
cholesterol metabolism.

Our goal is to become a leading provider of good-tasting, clinically
proven dietary supplement beverages and other clinically proven health products.
Our product line currently consists of three flavors of refrigerated
fruit-flavored nutritional beverages, including Orange Tangerine, Fruit Symphony
and Strawberry Vanilla. We now primarily sell in 64-ounce cartons. Sixteen-ounce
bottles of NuVim can be sold in food service operations and a limited number of
small supermarkets, delicatessens, and some chain supermarkets. We also plan to
introduce a single serve size that does not need to be refrigerated through the
distribution system. There are approximately 1,500 non refrigerated distributors
that would potentially purchase NuVim for distribution to their deli,
convenience store and food service accounts.

We are also selling a powder version of our product through the NuVim
internet web-site. Sales of the powder product to date have not been material.
The powder version is available in three varieties, Chocolate, Vanilla, and
Strawberry. General Nutrition Company has recently begun testing NuVim Powder at
GNC locations in the Tampa, Florida market.

We have distributed our refrigerated beverages since the year 2000 and
are in approximately 2,100 Supermarkets in the Eastern United States. In 2002
company revenues were $3.5 million. Since that time we have concentrated our
limited financial resources on developing and supporting distribution
opportunities that we believe will provide the greatest sales expansion
potential. These initiatives have included expansion at Wal-Mart to the entire
Southeast Region from one single Wal-Mart supercenter in 2003 to currently
approximately 312 stores. In April 2007, we began test marketing our
refrigerated beverages in 137 Kroger stores in Detroit, Michigan.

The shares offered by this prospectus may be sold on the OTC Bulletin
Board(R), where NuVim's common shares trade under the symbol "NUVM", or in
private transactions. The price will be determined by the market on which the
shares are sold or by negotiations between the Seller and a buyer. The Sellers
may also employ broker-dealers to effect their transactions.

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. Senior secured promissory notes with a principal amount of $500,000
has been extended to a due date of January 15, 2009. We also have outstanding
notes payable with a principal balance of approximately $270,000, which have
also been extended to January 15, 2009. We are currently seeking additional
financing through the sale of equity securities.

We were incorporated in Delaware in September 1999. Our principal place
of business is 12 Route 17 North, Suite 210, Paramus, New Jersey 07652. Our
telephone number is (201) 556-1010. Our web address is www.nuvim.com.
Information contained in or accessible through our website is not part of this
prospectus.

SUMMARY FINANCIAL INFORMATION

In the table below, we provide you with historical summary financial
information for each of the two years ended December 31, 2005 and 2006, derived
from our audited financial statements included elsewhere in this prospectus.
These unaudited results include, in the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary for a fair statement
of such information. When you read this historical summary financial
information, you should also consider the historical financial statements and
related notes and the section entitled Management's Discussion and Analysis of
Financial Condition and Results of Operations. Historical results are not
necessarily indicative of the results that may be expected for any future
period.

YEARS ENDED
DECEMBER 31,
------------------------------
SELECTED STATEMENT OF OPERATIONS DATA: 2005 2006
------------------------------------------- ------------- -------------
Gross Sales $ 1,208,279 1,292,155
Net Sales 721,381 943,978
Gross Profit 34,214 241,486
Loss From Operations (2,358,782) (2,165,767)
Net Loss (2,396,902) (1,778,959)
Basic and Diluted Loss Per Share $ (0.82) (0.20)
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted 2,940,987 8,953,184

DECEMBER 31,
SELECTED BALANCE SHEET DATA: 2006
------------------------------------------- -------------
Working Capital (Deficit) $ (506,292)
Cash and Cash Equivalents 55,472
Total Assets 625,451
Total Liabilities 2,159,683
Total Stockholders' Deficit (1,534,232)

RISK FACTORS

An investment in our securities involves a high degree of risk and many
uncertainties. You should carefully consider the specific factors listed below,
together with the cautionary statement that follows this section and the other
information included in this prospectus, before purchasing our units in this
offering. If one or more of the possibilities described as risks below actually
occur, our operating results and financial condition would likely suffer, and
the trading price of our securities could fall, causing you to lose some or all
of your investment in the securities we are offering. The following is a
description of what we consider our key challenges and material risks.

RISKS RELATED TO OUR BUSINESS

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

WE WILL NEED TO RAISE ADDITIONAL CAPITAL.

We are currently operating at a loss and expect our expenses to
continue to increase as we expand our product line as well as our geographic
presence throughout the United States. To date, we have relied primarily on
financing transactions to fund operations. We could face unforeseen costs such
as an increase in transportation costs resulting from the recent significant
increases in the cost of fuel; or our revenues could fall short of our
projections because retail outlets discontinue ordering our products or for
reasons unrelated to our products, such as a revenue decline due to changes in
consumer habits and preferences or we may achieve lower margins than planned on
our products due to cost increases or competitive pricing pressure. We will need
another infusion of capital to continue to fund our operations in 2007.

During 2006 Paulsen Investment Company, Inc. privately placed 2,970,000
restricted shares of our common stock at a price of twenty cents per share. A
total of $594,000 was received less offering costs paid of 60,125 for a net
amount of $533,875.

In addition, during 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 $110,534 of current or past due trade debt and seven people and
organizations have agreed to accept approximately 695,412 shares of common stock
for services valued at approximately $216,065. Also, four officers agreed to
accept 661,500 shares of common stock in lieu of their 2005 executive cash
bonuses.

In April 2006 our former CFO and a former officer agreed to accept a
total of 192,955 shares of common stock in lieu of cash for a portion of their
2006 unpaid salary and accrued bonus.

Also during the second quarter of 2006, the holders of $67,600 of
secured debentures agreed to accept 335,000 shares of common stock in exchange
for their notes and warrants.

During the third quarter, on August 23, 2006, the holders of all
$500,000 of NuVim(R)'s Senior Secured Notes, Richard Clark, the entertainer, and
Stanly Moger, one of NuVim(R)'s directors, agreed to extend their maturity from
November 2006 to January 2009. Interest will accrue at an annual rate of eight
(8%) percent. Neither principal nor interest will be due until that date. As
compensation, each received a warrant to purchase 100,000 shares of NuVim's
common stock for $0.35 per share. The warrant may be exercised from February
2007 through August 15, 2015. As a result of this extension, the maturity of an
additional $150,000 of debt which is subordinated to the Senior Secured Notes is
automatically extended to January 2009. The loan agreement with Clark and Moger
provides that, if NuVim raises additional capital, they have the right to demand
prepayment of their Notes.

On August 25, 2006 Kirkpatrick & Lockhart Nicholson Graham LLP, the
holder of an $120,000 unsecured note agreed to extend its maturity from November
2006 to January 2009. Interest will accrue at an annual rate of eight (8%)
percent. Neither principal nor interest will be due until that date. In
connection with this transaction, NuVim issued warrants entitling the holder to
purchase up to 50,000 shares of common stock at a price of $0.35 per share until
August of 2015.

In June and November 2006, the holder of a $75,000 subordinated notes
agreed to accept approximately 290,614 shares of common stock in settlement of
their notes and all remaining accrued interest.

At the end of 2006, Mr. Kundrat, NuVim's CEO, agreed to accept 392,188
shares of common stock in lieu of cash payment of his executive bonus for 2006
of $125,500 and 218,750 shares of common stock in lieu of cash payment of his
$43,750 of unpaid 2005 salary. Also, at that time, Mr. Siegel, NuVim's corporate
Secretary, agreed to accept 50,000 shares of common stock in lieu of any cash
fee in connection with this registration statement.

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 2005 and 2004 financial
statements, our auditors included an explanatory paragraph stating that, because
we have incurred net losses and have a net capital deficiency for the years
ended December 31, 2004 and 2005, and, as of June 30, 2006, we were in default
on approximately $1 million of notes payable due upon our next financing, there
is substantial doubt about our ability to continue as a going concern. The
extension of all debt to a payable date of January 15, 2009 does alleviate the
immediate debt concerns. Our continued existence will depend in large part upon
our ability to successfully secure additional financing to fund future
operations. Our initial public offering was not sufficient to completely
alleviate these concerns; the proceeds have been adequate to fund operations to
date, but we will need to raise additional funding to continue operations. If we
are not able to achieve positive cash flow from operations or to secure
additional financing as needed, we will continue to experience the risk that we
will not be able to continue as a going concern.

OUR LIMITED OPERATING HISTORY MAKES EVALUATION OF OUR BUSINESS DIFFICULT.

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

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

Since our inception in 1999, we have incurred net losses in every year,
including net losses of $2,396,902 for the year ended December 31, 2005 and
$1,778,959 for the year ended December 31, 2006. We had a working capital
deficit of $506,292 at December 31, 2006 and have negative cash flows from
operations. As a result of ongoing operating losses, we also had an accumulated
deficit of $22,024,020 and a stockholders' deficit of $1,534,232 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 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 ON 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 as ShopRite, Pathmark, A&P,
Gristedes, Food Emporium, Walbaums, Acme, Giant, Giant Eagle, Publix 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 2007, 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.

There have been 19 independent clinical studies that have demonstrated
the health benefits of the micronutrient components of our products. However,
there has been only one, small-scale study of the effects of NuVim beverages
directly. That study required the subjects to consume 12 ounces of NuVim daily
for six weeks. While the study did validate the positive health claims we
believe our products provide, it did not consider whether a smaller quantity of
the beverage or a shorter period of continued usage might provide similar
benefits. Therefore, we currently cannot confirm that the health benefits of our
products will be evident to casual consumers of our products. Consumers may
determine that drinking 12 ounces of NuVim per day for a minimum of six weeks
requires more discipline and expense than they are willing to devote. If
consumers do not use our product in the quantity or for the duration we
recommend, they may not achieve the health benefits we claim, which may cause
them to make alternative nutritional beverage and/or dietary supplement
purchasing decisions.

OUR BUSINESS MAY SUFFER FROM LACK OF DIVERSIFICATION.

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

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

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

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

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

result in excess production, or significant amounts of product returns on any of
our products that are not sold by the expiration date could cause customer
dissatisfaction, unnecessary expense and a possible decline in profitability.

GOVERNMENT REGULATION MAY ADVERSELY AFFECT OUR BUSINESS.

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

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

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

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

Despite the insurance coverage that we plan on maintaining, it is
possible that we may be sued if one or more consumers believe our products have
caused them harm. While no such claims have been made to date, the results of
any such suit could result in significant financial damages to us, as well as
serious damage to the

reputation and public perception of our company, even if we are ultimately found
not to be at fault.

RISKS RELATED TO INVESTMENT IN OUR SECURITIES

The present public trading market for our securities is not an active market and
one may not develop or, if developed, be sustained. If a stronger public trading
market does not develop, our security holders may not be able to sell any of
their securities.

The present public trading market for common stock on the OTCBB, which
is generally considered to be a less efficient market than an exchange or NASDAQ
is typified by thinly-traded market activity. During the first quarter of 2007,
the average daily volume was approximately 20,250. The highest daily volume
during 2006 was 128,700 on January 26 2006. During 2006 there were 251 trading
days; on 101 of them, no shares were traded. The number of shares offered for
sale under this prospectus is 4,769,737.

We can provide no assurance that a sufficiently active market will
develop or be sustained for the common stock. If a public trading market for our
securities which is active enough to adsorb the shares offered under this
prospectus does not develop or is not sustained, it may be difficult or
impossible for purchasers to resell their securities at any price. Even if an
active public market does develop, the market price could decline below the
amount investors paid for their shares.

WE WILL RECEIVE NONE OF THE PROCEEDS FROM THIS OFFERING.

All of the proceeds from this offering, will go to the Sellers. No
proceeds will be received by us. As a result, our financial condition will be
unimproved.

A DIRECTOR, A MAJOR SHAREHOLDER, CREDITORS, AND AN EXECUTIVE OFFICER WILL
PERSONALLY BENEFIT FROM THIS OFFERING THROUGH THE REGISTRATION OF THEIR SHARES
OF COMMON STOCK.

We issued a total of 654,911 shares of common stock to Richard Clark, a
major stockholder, Stanley Moger, a director, our bridge lenders, Paulson
Investment Company, Inc., the underwriter of our initial public offering and the
placement agent for the recent private placement of 2,970,000 shares of common
stock, a former officer, and other creditors who have loaned us money or
provided services in the past, all of whom have agreed to accept our stock to
repay past due obligations. These shares are registered for resale on the
registration statement of which this prospectus is a part. It is highly unlikely
that these individuals and entities would have received cash to satisfy the
indebtedness owed to them at any time in the foreseeable future, which would
have left them with claims against us, but with no realistic possibility of
receiving payment. As such, these stockholders will personally benefit from
receiving shares that will be registered for resale, thereby giving them the
opportunity to obtain cash from the sale of shares in the future.

THE ABILITY OF OUR STOCKHOLDERS TO SELL OUR COMMON STOCK AND WARRANTS IN THE
SECONDARY MARKET COULD BE RESTRICTED BECAUSE OUR STOCK IS CONSIDERED TO BE
"PENNY STOCK."

The Securities and Exchange Commission has adopted regulations which
generally define "penny stock" to be an equity security that has a market price,
as defined, of less than $5.00 per share or an exercise price of less than $5.00
per share, subject to certain exceptions that do not apply to us. So long as our
common stock trades below $5.00, and our securities trade on the OTCBB, our
securities are deemed to be "penny stock." As such, our securities will be
subject to rules that impose additional sales practice requirements on
broker-dealers who sell them. For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchaser of
such securities and have received the purchaser's written consent to the
transactions prior to the purchase. Additionally, for any transaction involving
a penny stock, unless exempt, the rules require the delivery, prior to the
transaction, of a disclosure schedule prepared by the Securities and

Exchange Commission relating to the penny stock market. The broker-dealer also
must disclose the commissions payable to the broker-dealer and the registered
underwriter, current quotations for the securities and, if the broker-dealer is
the sole market maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market. Finally, among other
requirements, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Many brokerage firms have policies prohibiting
their brokers from trading in penny stocks. As such, the "penny stock" rules may
restrict the ability of stockholders to sell our common stock and warrants in
the secondary market.

FUTURE SALES OR THE POTENTIAL FOR FUTURE SALES OF SHARES OF OUR COMMON STOCK MAY
CAUSE THE TRADING PRICE OF OUR COMMON STOCK TO DECLINE AND COULD IMPAIR OUR
ABILITY TO RAISE CAPITAL THROUGH SUBSEQUENT EQUITY OFFERINGS.

As of the date of this offering, we will have 14,532,782 shares of
common stock outstanding. Following this offering, approximately 8,124,648
shares of common stock will be registered for sale, 4,769,737 included in this
prospectus, 654,911 registered for resale at the time of our initial public
offering and now free from any contractual restriction on resale, and 2,700,000
sold in the initial public offering. If these stockholders sell substantial
amounts of our common stock in the public market, the market price of our common
stock could fall. In addition, approximately 10,820,000 shares of common stock
are now eligible or will become eligible, for sale in the public market subject
to the provisions and restrictions of Rule 144 promulgated under the Securities
Act of 1933, as amended, including some included in this prospectus. For more
information see "Shares Eligible for Future Sale."

In addition, we intend to file a registration statement under the
Securities Act of 1933, as amended, to register our existing option plans. We
expect this registration statement to become effective immediately upon filing.
If all holders of outstanding options exercisable as of the date hereof were to
exercise and sell the shares issuable upon exercise of these options,
approximately 2,698,647 additional shares of common stock will become eligible
for sale and freely tradeable in the public markets at the end of the one-year
period.

THE OFFERING

SELLING STOCKHOLDERS

This offering includes the registration of a total of 4,769,737 shares
of common stock for resale by the Sellers. A total of 2,470,000 of these shares
were sold for cash to a group of 23 investors. In addition, shares aggregating
935,585 were issued to 14 creditors and noteholders, including, a former
officer, each of whom has agreed to accept shares of common stock to extinguish
certain amounts owed to them rather than being paid cash. 562,563 shares were
issued to 8 companies and individuals and one research association for services.
Dick Clark, our former spokesman, will be offering 628,636 of his shares and
Stanley Moger, one of our directors will be offering 352,955 of his shares.

Paulson Investment Company, Inc. is a registered broker dealer and
Trent D. Davis and Peter Jones, its President and CEO and a registered
Representative, respectively, are its affiliates. Midtown Partners & Co., LLC,
is a registered broker dealer. With the exception of Midtown Partners, they have
all informed NuVim that they acquired the shares covered by this prospectus in
the ordinary course of business and, at that time, had no arrangements or
understandings, directly or indirectly, with any person to distribute the
securities.

Midtown Partners & Co., LLC received its shares as commission in
connection with the December 2005 private placement of Convertible Debentures.

The following table sets forth certain information with respect to the
beneficial ownership of our common stock by each Seller as of the closing of our
initial public offering and after the sale of all the shares available for sale
by the selling stockholders pursuant to this prospectus.

May be Sold
Shares Beneficially Owned Pursuant to Shares Beneficially Owned
Prior to this Offering this After this Offering
----------------------------- Prospectus -----------------------------
Name of Selling Stockholder Number Percentage (2) (1) Number Percentage (2)
----------------------------------------------- ----------- --------------- ------------ ----------- ---------------

NFS LLC / FMTC FBO Steven Michael Wright (3) 75,000 * 75,000 0 *
NFS LLC / FMTC FBO Richard Wright (3) 100,000 * 100,000 0 *
NFS LLC / FMTC FBO W Douglas Dodds (3) 100,000 * 100,000 0 *
NFS LLC / FMTC FBO Dianne M. Wright (3) 100,000 * 100,000 0 *
Woodburn Nursery, Inc. (4) 80,000 * 80,000 0 *
Hummingbird Value Fund, LP (5) 180,000 1.24% 180,000 0 *
SCG Capital, LLC (6) 250,000 1.72% 250,000 0 *
Richard Melnick 500,000 3.44% 500,000 0 *
Russell & Beverley Davidson 25,000 * 25,000 0 *
Mark A. McKay 25,000 * 25,000 0 *
Richard P. Kansky & Amy Kansky 25,000 * 25,000 0 *
Dean A. McKay 25,000 * 25,000 0 *
King Seeds Inc. (7) 80,000 * 80,000 0 *
Gene F Anderson & Jane M. Anderson 150,000 1.03% 150,000 0 *
Doug Gibson & Janice Gibson 50,000 * 50,000 0 *
Ronald DeConinck & Joan DeConinek 200,000 1.38% 200,000 0 *
Delbert LaFace 180,000 1.24% 180,000 0 *
David Morgan 50,000 * 50,000 0 *
Peter Jones (8) 50,000 * 50,000 0 *
Trent Davis (9) 50,000 * 50,000 0 *
Richard R. Wright 100,000 * 100,000 0 *
Steven Michael Wright 75,000 * 75,000 0 *
Richard Clark (10) 1,298,636 3.70% 628,636 670,000 4.61%
Stanley Moger (11) 1,111,637 8.94% 352,955 758,682 5.22%
Ashleigh Lynne Howard and Gregory Scott Howard,
JTWROS 15,000 7.65% 15,000 0 *
Jamal Kibria 100,000 * 100,000 0 *
Richard P. Stanton 39,500 * 39,500 0 *
Richard H. Walker 39,500 * 39,500 0 *
Stewart Smith 25,200 * 25,200 0 *
Equity Relations, Inc. (12) 24,000 * 24,000 0 *
On Ideas (13) 34,286 * 34,286 0 *
Platinium Television (14) 248,571 * 248,571 0 *
American Heart Association (15) 56,000 0 56,000 0 *
Wickersham & Murphy, P.C. (16) 81,929 0 81,929 0 *
Stratmar Systems, Inc. (17) 122,990 0 122,990 0 *
Sonic Packaging Industries, Inc. (18) 41,291 1.71% 41,291 0 *
R. J. Palmer, Inc. (19) 76,449 * 76,449 0 *
Paul J. Young 9,000 * 9,000 0 *
Peter Barton Hutt 107,631 * 107,631 0 *
Midtown Partners & Co., LLC (20) 21,799 * 21,799 0 *
Lawrence E. Hicks 190,000 * 190,000 0 *
William G and Margaret D. Flynn 60,000 * 60,000 0 *
Robert M. Wessel 125,000 * 125,000 0 *
The Mayflower Group, Ltd. (21) 50,000 * 50,000 0 *
Joseph Flannery 50,000 * 50,000 0 *
Douglas P. Arnold 50,000 * 50,000 0 *
Total 6,198,419 48.07% 4,769,737 1,428,682 9.83%

----------
* Less than 1%.

(1) This prospectus also shall cover any additional shares of common stock that
become issuable in connection with the shares registered for sale hereby by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration that
results in an increase in the number of our outstanding shares of common
stock.

(2) Based on 14,532,782 shares of Common Stock outstanding on April 30, 2007
but does not include 7,522,514 shares issuable upon the exercise of
warrants and 2,698,647 shares issuable upon the exercise of employee stock
options.

(3) Voting and investment power over these retirement accounts is held by the
named beneficiary.

(4) Voting and investment power over this corporation is held by Robert
Fessler.

(5) Voting and investment power over this fund is held by Paul D. Sonkin

(6) Voting and investment power over this limited liability corporation is held
by S.C. Geduld

(7) Voting and investment power over is held by Ronald Deconinck.

(8) Peter Jones is a registered representative with Paulson Investment Company,
Inc. and is, therefore, an affiliate thereof He acquired these shares for
his personal investment and not as underwriting compensation.

(9) Trent Davis is the President and CEO of Paulson Investment Company, Inc.
and is, therefore, an affiliate thereof. He acquired these shares for his
personal investment and not as underwriting compensation.

(10) Mr. Clark, the entertainer, served as NuVim's spokesman from 2000 to 2005.
His holdings consist of 628,636 shares now issued and 670,000 shares to be
issued upon the exercise of warrants.

(11) Mr. Moger, a NuVim director, holds 362,955 now issued and 768,682 shares to
be issued upon the exercise of warrants or options.

(12) Voting and investment power over this corporation is held by Richard Brown.

(13) Voting and investment power over this corporation is held by
Tom Billing

(14) Voting and investment power over this corporation is held by Doug Scott, a
NuVim director.

(15) The American Heart Association is a 501(c)(3) charity governed by a
volunteer board.

(16) Wickersham & Murphy, PC is a law firm. Voting and investment power over
this investment is held by A. John Murphy, Grover T. Wickersham, and
Debra K. Weiner, Esq.

(17) Voting and investment power over this corporation is held by Ted McGrath,
Jr.

(18) Voting and investment power over this corporation is held by Howard Thau.

(19) Voting and investment power over this corporation is held by Peter
Steiglitz.

(20) Voting and investment power over this corporation is held by Bruce Jordan.

(21) Voting and investment power over this corporation is held by Marshal
Sterman

USE OF PROCEEDS

We will receive no proceeds from the sale of the common stock covered
by this prospectus. All of the sales proceeds will go to the Sellers.

DIVIDEND POLICY

We have never declared or paid any dividends on our capital stock and
do not anticipate paying any cash dividends on our capital stock in the
foreseeable future. We currently expect to retain our future earnings, if any,
for use in the operation and expansion or our business. Any future decision to
pay cash dividends will be at the discretion of our board of directors and will
be dependent upon our financial condition, results of operations, capital
requirements and other factors our Board of Directors may deem relevant.
Following this offering, there will be no restrictions that limit our ability to
pay dividends on our capital stock.

CAPITALIZATION

The following table sets forth our actual debt and capitalization as of
December 31, 2006. You should read this table in conjunction with the section
of this prospectus captioned "Management's Discussion and Analysis of Financial
Condition and Results of Operations" as well as the financial statements and
related notes included elsewhere in this prospectus.

Current Liabilities:
Current portion of accounts payable $ 443,426
Accounts payable and accrued expenses to related parties 57,606
Accrued expenses 119,597
Accrued compensation 336,024
Rescinded series B offering payable 18,920
-----------
TOTAL CURRENT LIABILITIES 975,573

Other Liabilities:
Accounts payable, net of current portion 242,430
Senior notes payable - related parties, net of unamortized
discount of $36,667 at December 31, 2006. 463,333
Accrued interest - senior notes payable - related parties 169,160
Stockholder loans - subordinated covertable promissory notes 150,000
Accrued interest stockholder loans 21,770
Other note payable, net of unamortized
discount of $8,500 at December 31, 2006. 111,500
Accrued Interest - other notes payable 25,917
-----------
TOTAL OTHER LIABILITIES 1,184,110
-----------
TOTAL LIABILITIES 2,159,683
-----------
Stockholders' Deficit:
Common Stock, 120,000,000 shares authorized, $.00001 par value,
5,034,995 and 11,622,867 shares issued and outstanding at
December 31, 2005 and 2006 respectively 116
Additional paid-in capital 20,489,672
Accumulated deficit (22,024,020)
-----------
Total Stockholders' Deficit (1,534,232)
===========

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 625,451

DILUTION

As all of the shares offered hereby are previously sold shares, there
is no investment in NuVim and therefore no dilution of the purchaser's
investment.

FORWARD-LOOKING STATEMENTS

Forward-looking statements include, but are not limited to, statements
regarding:

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

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

o business strategies, including any expansion into new products;

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

o potential growth opportunities; and

o the effects of competition.

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

Forward-looking statements involve many risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in the forward-looking
statements for a number of reasons, including those

appearing under the caption "Factors Affecting Operating Results" and elsewhere
in this prospectus. The cautionary statements contained or referred to in this
report should be considered in connection with any subsequent written or oral
forward-looking statements that may be issued by us or persons acting on our
behalf. We undertake no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

The forward-looking statements are based on our beliefs, assumptions
and expectations of our future performance, taking into account information
currently available to us. These beliefs, assumptions and expectations can
change as a result of many possible events or factors, including those events
and factors described by us in "Risk Factors," not all of which are known to us.
Neither we nor any other person assumes responsibility for the accuracy or
completeness of these statements. We will update this prospectus only to the
extent required under applicable securities laws. If a change occurs, our
business, financial condition, liquidity and results of operations may vary
materially from those expressed in our forward-looking statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion of our financial condition and results of
operations should be read in conjunction with the financial statements and
related notes to the financial statements included elsewhere in this prospectus.
This discussion contains forward-looking statements that relate to future events
or our future financial performance. These statements involve known and unknown
risks, uncertainties and other factors that may cause our actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. These risks and other factors
include, among others, those listed under "Forward-Looking Statements" and "Risk
Factors" and those included elsewhere in this prospectus.

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 2,100 Supermarkets in the Eastern United States. In 2002
company revenues were $3.5 million. However, we eliminated most advertising and
marketing support for our product in the second half of 2002 due to a lack of
funding. We recapitalized our company in June 2005 through the conversion of
approximately $7.7 million of debt into common stock and an initial public
offering of our common stock. Since that time we have concentrated our limited
financial resources on developing and supporting distribution opportunities that
we believe will provide the greatest profitable sales expansion potential. We
also developed a powder version of our product to be sold through direct
distribution such as the internet as well as retail outlets. Sales of the
product to date have not been material. We have begun to 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 2007 through Platinum Television Group headquartered in Deerfield
Beach Florida.

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

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.
First quarter 2005 Wal-Mart sales were 8% of the total 2005 first quarter sales.
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. Same store sales for Wal-Mart in 2006 were up
161% compared with 2005.

UNIT CASE VOLUME/CASE SALES

The table set forth below discloses selected data regarding sales for
the years ended December 31, 2006 and 2005. The data is not necessarily
indicative of continuing trends.

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

Twelve Months Ended December 31
-------------------------------
2006 2005
------------- -------------
Gross Cases Sold 70,542 65,982
Gross Sales $ 1,292,155 $ 1,208,279
Net Sales $ 943,978 $ 721,381

Gross sales are the amount invoiced to customers, while net sales
deduct from gross sales any payment or discount terms, promotional allowances,
slotting fees, warehouse damage and returned goods in accordance with the
Financial Accounting Standards Board Emerging Issues Task Force Issue No. 01-09,
Accounting for Consideration Given by a Vendor to a Customer. In some accounts
we pay slotting fees when our products are initially introduced to a new account
and run price feature promotions to encourage trials of our product. As brand
loyalty grows in a market, we anticipate that we will be able to run fewer price
promotions and will not incur the one time additional slotting fees to gain new
distribution. 70,542 cases sold represents an increase of 4,560, or almost 7%,
for the twelve months ended December 31, 2006. This increase for the year
represents a strong last nine months. In the first quarter of 2006 sales were
29% or 6,032 cases behind the first quarter of 2005. Sales for the last three
quarters of 2006 exceeded the last three quarters of 2005 by 10,592 cases or
nearly 23%. We believe that the strong performance in the last 9 months is due
to the increase in the number of Wal-Mart supercenters carrying the product
because of the expansion to seven distribution centers during 2006 from three
serviced in mid-May of 2005.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006 COMPARED TO THE YEAR
ENDED DECEMBER 31, 2005

Gross Sales For the year ended December 31, 2006, gross sales were
$1,292,155 an increase of $83,876, or 7% above gross sales of $1,208,279 for the
twelve months ended December 31, 2005. The increase in gross sales for the year
represents a rebound in the last nine months of the year from the first quarter
2006 gross sales decrease of 29% below 2005. The overall increase occurred
because sales during the last three quarters exceeded sales during the same
period last year by 23%.

Discounts, Allowances and Promotional Payments Even though sales rose
7% for the twelve months ended December 31, 2006, promotional allowances,
returns and discounts were $348.177, a decrease of $104,393 or 21%, from the
promotional allowances and discounts of $486,898 for the year ended December 31,
2005. This decrease is primarily attributable to not couponing, discounting the
price as heavily as 2005 and better sales at regular price. 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.

Year Ended December 31
---------------------------------------------------------
Increase
2006 2005 (Decrease) Percentage
------------ ------------ ------------ ------------

Discounts for timely payment $ 16,930 $ 15,908 $ 1,022 6%
Product returned after its expiration date 139,927 142,852 (2,925) (2)%
Promotional price allowances, coupons and other
incentives 190,468 295,665 (105,197) (36)%
Slotting fees 852 32,473 (31,621) (100)%
------------ ------------ ------------ ------------
Total Discounts, Allowances and Promotional Payments $ 348,177 $ 486,898 $ (138,721) (28)%
============ ============ ============ ============

Net Sales Net sales for the year ended December 31, 2006 were $943,978
an increase of $222,597, or 31% higher than net sales of $721,381 for the twelve
months ended December 31, 2005, despite a decline of 16% during the first
quarter. The increase in net sales is primarily attributable to the increase in
case sales and lower consumer price discount promotion spending as discussed
above. This also means that there were higher sales at regular price, an
indication that consumer loyalty to the brand increased.

Cost of Sales For the twelve months ended December 31, 2006, cost of
sales was $702,492, an increase of $15,325, or 2.2% higher on a case sales
increase for the year of 7%. Cost of sales as a percentage of gross sales
decreased to 54% for the year ended December 31, 2006, compared to 57% for the
twelve month ended December 31, 2005. The decrease in cost of sales as a
percentage of gross sales was primarily the result of slightly lower cost of
materials.

Gross Profit Gross profit was $241,486 for the year ended December 31,
2006, an increase of $207,272 from $34,214 for the year ended December 31, 2005.
Gross profit as a percentage of gross sales was 18.7% for the year ended
December 31, 2006 compared to 2.8% for the twelve months ended December 31,
2005. The increase in gross profit as a percentage of gross sales was primarily
due to the lower price discounts and the lower cost of goods.

Selling, General and Administrative Expenses Selling, general and
administrative expenses were $2,407,253 for the year ended December 31, 2006,
including $546,881 of non-cash expense recorded under FAS 123R because of the
grant of options under the Company's employee stock option plans. Selling,
general, and administrative expenses during the twelve months ended December 31,
2005 were $2,392,996. The option expense in 2006 is included because of FAS 123R
governing valuation of option grants and the timing of their application. If the
option expense is excluded, other selling, general, and administration expense
decreased $546,881 or 22% from selling, general and administrative expenses for
the twelve months ended December 31, 2005. The last year includes five months
without a full time CFO, four months without a full time Vice President for
operations and 2 months without a full time Vice President of Sales. Out
sourcing the financial and operations management functions have decreased cost
without decreasing effectiveness. Changing the sales organization to 100%
commission based also helped decrease the total administrative costs. The
decrease in selling, general and administrative expenses also reflects decreases
in product sampling expenses. These improvements were entirely offset by the
increased option expense.

Loss from Operations Loss from operations was $2,165,767 for the year
ended December 31, 2006 compared to $2,358,782 for the year ended December 31,
2005. The decrease of the loss by $193,015 in 2006 versus 2005 is due to the
improvements in the gross profit and decreased operating expenses described
above. The $546,881 of the option expense calculated as required under FAS 123R,
mostly occurring in the third and fourth quarters is included in the $2,165,767
loss. Excluding this non-cash items the loss would be $1,618,886.

Interest Expense Interest expense was $115,823 for the year ended
December 31, 2006; a decrease of $314,393 or 73%, from interest expense of
$430,216 for the year ended December 31, 2005. The decrease in interest expense
is primarily attributable to the retirement of indebtedness. On June 24, 2005,
in connection with the closing of our initial public offering, we extinguished
approximately $7.7 million of indebtedness through the issuance of common stock.

Net Loss Net loss was $1,778,959 for the year ended December 31, 2006
compared to $2,396,902 for the year ended December 31, 2005. The $617,943
decrease in net loss was primarily attributable to the improved operating
results and the lower interest expense discussed above offset by the option
expense.

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. During 2006, all of NuVim(R)'s short term debt, other than accounts
payable, were either converted into stock or extended by their holders so that
they do not mature until 2009.

Debt Extensions and Conversions

We began the year with secured convertible promissory notes with a face
amount of $67,600 due on June 23, 2006 and senior secured promissory notes with
a principal amount of $500,000 due in November 2006. All the notes due June 23,
2006 (and the warrants issued with them) were converted into 335,000 shares of
common stock. In August, the holders of all $500,000 of NuVim(R)'s Senior
Secured Notes, Richard Clark, the entertainer, and Stanly Moger, one of
NuVim(R)'s directors, agreed to extend their maturity from November 2006 to
January 2009. Interest will accrue at an annual rate of eight (8%) percent.
Neither principal nor interest will be due until that date. As compensation,
each received a warrant to purchase 100,000 shares of NuVim's common stock for
$0.35 per share. The warrant may be exercised from February 2007 through August
15, 2015. The loan agreement with Clark and Moger provides that, if NuVim raises
additional capital, they have the right to demand prepayment of their Notes. As
a result of the extension of the $500,000 loan, additional stockholder loan debt
in the principal amount of $150,000 which is subject to subordination agreements
with the holders of the debt, the maturity of this debt was also extended to
January 2009.

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

In August 2006 Kirkpatrick & Lockhart Nicholson Graham LLP, the holder
of an $120,000 unsecured note agreed to extend its maturity from November 2006
to January 2009. Interest will accrue at an annual rate of eight (8%) percent.
Neither principal nor interest will be due until that date. In connection with
this transaction, NuVim issued warrants entitling the holder to purchase up to
50,000 shares of common stock at a price of $0.35 per share until August of
2015.

In December 2006, the holder of a $50,000 subordinated stockholder note
agreed to accept approximately 183,000 shares of common stock in settlement of
his note and all remaining accrued interest.

Compensation, services and trade debt paid in shares of common stock

In March 2006 the board and compensation committee authorized a total
of 661,500 shares of common stock in lieu of the executive cash bonuses for 2005
and agreed with these executives to defer the payment of their 2005 accrued
salaries until 2007 and established the parameters for settling these accruals
in common stock. Also in March 2006, 50,000 shares of common stock were issued
to the new corporate secretary for a portion of his 2006 fees. Also, in March
2006, NuVim(R) issued 7,850 shares of common stock to SmallCapVoice.com, for
investor relations services.

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

Also in April 2006, our former CFO and a former officer agreed to
accept a total of 192,955 shares of common stock for a portion of the salary
remaining due to them on the date of his resignation and in lieu of this 2005
bonus.

In May and June 2006, several creditors agreed to accept 331,453 shares
of restricted common stock at a price of $0.35 per share to settle an aggregate
of approximately $110,500 of current or past due accounts payable obligations
and several organizations agreed to accept 443,562 shares of common stock for
future services valued at approximately $162,000.

During the fourth quarter, four additional individuals agreed to
provide services aggregating approximately $62,000 in value for a total of
194,000 shares of common stock.

At the end of 2006, Mr. Kundrat, NuVim's CEO, agreed to accept 492,188
shares of common stock in lieu of cash payment of his executive bonus for 2006
of which 392,188 were issued in December 2006 for $125,500 of the unpaid bonus
and 218,750 shares of common stock in lieu of cash payment of his $43,750 of
unpaid 2005 salary. The remaining 100,000 shares for the remaining $32,000 of
unpaid bonus were issued in 2007. Also, at that time, Mr. Siegel, NuVim's
corporate Secretary, agreed to accept 50,000 shares of common stock in lieu of
any cash fee in connection with a registration statement.

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
2007. 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 $442,000.

Net cash used in operating activities for the year ended December 31,
2006 was $727,846, compared to cash used in operating activities of $1,932,719
during all of 2006. The decrease in cash used by operating activities during the
year ended December 31, 2006 of $1,204,873 was primarily attributable to lower
administrative expenses, less promotional spending, and higher contributions
from product sales.

A net amount of $470,850 was provided by financing activities during
2006, compared to $1,925,980 provided for the year 2005. The excess of
$1,455,130 in 2005 was mainly due to the impact of that year's Initial Public
Offering of NuVim Common Stock and Warrants

FINANCIAL INFORMATION

The financial information set forth in Summary Financial Information as
of December 31, 2006 is as follows:

DECEMBER 31, 2006 COMMON
TOTAL TOTAL STOCKHOLDERS SHARES
LIABILITIES EQUITY (DEFICIT) OUTSTANDING
--------------- ------------------ ------------
Actual $ 2,159,683 $ (1,534,232) 11,622,867

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 September 2006, the FASB issued SFAS No. 158, Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans -- an amendment of FASB
Statements No. 87, 88, 106, and 132(R) ("SFAS No. 158"). SFAS No. 158 requires
companies to recognize the over-funded or under-funded status of their defined
benefit postretirement plans as an asset or liability and to recognize changes
in that funded status in the year in which the changes occur through
comprehensive income. The Company will adopt SFAS No. 158 on December 31, 2006.
The adoption of SFAS No. 158 is not expected to have a material effect on the
Company's financial condition or results of operations.In July 2006, the
Financial Accounting Standards Board ("FASB") has published FASB Interpretation
No. 48 ("FIN No. 48"), Accounting for Uncertainty in Income Taxes, to address
the noncomparability in reporting tax assets and liabilities resulting from a
lack of specific guidance in FASB Statement of Financial Accounting Standards
("SFAS") No. 109, Accounting for Income Taxes, on the uncertainty in income
taxes recognized in an enterprise's financial statements. FIN No. 48 will apply
to fiscal years beginning after December 15, 2006, with earlier adoption
permitted. The adoption of FIN 48 is not expected to have a material effect on
the Company's financial condition or results of operations.

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

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

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

CRITICAL ACCOUNTING ESTIMATES

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

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

PLACEMENT AND PROMOTIONAL ALLOWANCES AND CREDITS FOR PRODUCT RETURNS

As an inducement to our customers to promote our products in preferred
locations of their stores, we provide placement and promotional allowances to
certain customers. We also provide credits for customer coupon redemptions,
consumer price reductions, and product which has not been sold by its expiration
date. These allowances and credits are reflected as a reduction of revenue in
accordance with Emerging Issues Task Force ("EITF") No. 01-9, which requires
certain sales promotions and customer allowances previously

classified as selling, general and administrative expenses to be classified as a
reduction of sales or as cost of goods sold. Provisions for promotional
allowances are recorded upon shipment and are typically based on shipments to
the retailer during an agreed upon promotional period. We expect to offer
promotional allowances at historical levels in the near future as an incentive
to our customers. One time per account slotting or placement fees are deducted
from revenue in the period paid. Provisions for coupon redemptions and product
returned that has reached its expiration date are based on historical trends.
Information such as the historical number of cases returned per unit shipped,
product shelf life, current sales volume, and coupons distributed during the
period are used to derive estimates of the required allowance. As we expand
production and introduce new products, we may incur increased levels of returned
goods. Also, our estimates assume we will continue as a going concern and
maintain distribution with wholesalers and supermarkets that currently carry our
product. If a supermarket or wholesaler discontinues our product, we may
experience return rates in excess of our historical trend. This could result in
material charges to future earnings for reimbursements to our customers for
returned, unsold product.

ACCOUNTS RECEIVABLE

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

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

VALUATION OF DISTRIBUTION RIGHTS

During 2006, the Company acquired the remaining interest in NuVim
Powder, LLC.

In connection with this purchase transaction, the Company allocated the
fair value of the purchase price of $90,000 to an intangible asset called
Distribution Rights.

The Company completed this transaction as part of an overall effort to
promote the distribution of its powder product through such channels as the
internet, infomercials and retail outlets.

There can be no assurance that the Company will be successful of its
promotion of its powder products. In the event the Company is not successful,
there could be a future impairment of the Company's intangible asset,
Distribution Rights.

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, 2006, 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.

BUSINESS

INTRODUCTION

We produce, market, and distribute NuVim(R) dietary supplements in
beverage form. In the first quarter of 2007, NuVim introduced NutraFlora(R),
manufactured by GTC Nutrition into all its beverages. NutraFlora(R) short chain
fructooligosaccharides is the most effective prebiotic fiber available. Derived
from cane or beet sugar, 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 absorbsition for
better bone health and a strong immune system. Studies also show that
NutraFlora(R) helps improves digestive functions, contributes to a healthy
cholesterolmetabolism, and bone health. NuVim has an exclusive agreement with
GTC Nutrition for beverages and powder products that are mixed with liquids for
reconstitution that benefit the consumer in immune enhancement and joint health.
When NutraFlora(R) is introduced, the reformulation will include a much higher
level of whey protein concentrate. Whey concentrate that has been credited with
bringing increased physical performance, building and repairing muscle tissue,
cardiovascular health, and immune defense. The reformulation will also eliminate
hi-fructose corn syrup and reduce the calories per 8 ounce serving from 70 to
45.

NuVim(R) dietary supplement beverages are formulated to meet many of
the preferences of health conscious consumers. They are low in sugar, with
approximately 10 grams per 8 ounce serving, compared to 40-50 grams for some
soft drinks. NuVim(R) is non-dairy, virtually lactose-free, fortified with the
anti-oxidant vitamins and A, C, and E, contains 100% of the daily recommended
requirement of zinc, and has all 9 essential amino acids and calcium

Our first ready to drink product line was introduced in May 2000. This
product line currently consists of three flavors of refrigerated dietary
supplement beverages: Orange Tangerine, Fruit Symphony and Strawberry Vanilla.
All are available in 64-ounce juice type cartons. Orange Tangerine and
Strawberry Vanilla are also available in 16-ounce bottles. We have introduced
NuVim(R) ready to use powder in January 2006. The powder is available in three
varieties; Chocolate, Vanilla, and Strawberry. NuVim(R) powder supplement can be
mixed with the consumer's favorite beverage such as juice or milk or added to
yogurt or cereal. The powder is sold in 30 individual servings in a box and is
currently available through the NuVim(R) web store at www.NuVim(R).com. General
Nutrition Company has recently begun testing NuVim Powder at GNC locations in
the Tampa, Florida market.

NuVim(R) beverages are currently available in 13 states and the
District of Columbia. Our 64-ounce cartons are currently sold in over 2,100
supermarkets, as of December 31, 2006. Chains carrying NuVim(R) include ShopRite
Supermarkets, Publix Super Markets, Pathmark Supermarkets, Giant Supermarkets,
A&P Supermarkets, Food Emporium, Waldbaums, Mars Super Markets, SuperValue
Supermarkets, Acme Markets, and Wal-Mart supercenters in Virginia, North
Carolina, South Carolina, Florida, Georgia and Alabama. In April 2007, we began
test marketing our refrigerated beverages in 137 Kroger stores in Detroit,
Michigan. Our 16-ounce bottles accounted for less than 5% of our sales and are
sold in selected retail locations, including small grocery stores, delicatessens
and a limited number of chain supermarkets in some of the same markets that we
sell the 64 ounce.

In the future we plan to introduce one new flavor of the 64-ounce size
beverage. Possible new flavors include chocolate, vanilla, and peach. We expect
to test market the new item within the next 12 months.

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, 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; and
o growing scientific interest in the problems of inflammation and a
compromised immune system.
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.

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, promtion 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 Expand with Wal-Mart, Kroger and military commissaries and troop
feeding.
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 64 ounce size, 16-ounce
plastic bottle single-serving size.
o Expand the powder version through e-commerce, retail outlets and
fund rasing organizations.
o Building the brand, growing revenues and achieving profitability in
order to position NuVim(R) as a possible joint venture or merger
partner, because NuVim(R)'s brand as well as its marketing
strengths could contribute to the combined venture. 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 and promote athletic performance. All of our products contain the
proprietary, patented and exclusive micronutrients, MunePro(R) and AccuFlex(R).

Current Products

Ready to Drink Beverages

This product line consists of natural, 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
primarily in refrigerated juice section of major supermarkets. We also sell
single-serving, 16-ounce bottles, which are available in Strawberry Vanilla and
Orange Tangerine flavors. This smaller size in plastic bottles is currently
marketed primarily to small grocery stores and delicatessens.

NuVim has been reformulated to eliminate its dependence on the SBMI
whey protein and utilize NutraFlora(R) and an increased amount of whey protein
concentrate to achieve its benefits, particularly enhanced immunity 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, enhanced cardiovascular health, promoting wound healing, 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 reformulation will retain
the vitamins and minerals but will include a much higher level of whey protein
concentrate. The reformulation will also eliminate hi-fructose corn syrup and
reduce the calories per 8 ounce serving from 70 to 45.

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, calcium, 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.

An additional benefit of the new formulation is that it can be
pasteurized without reducing the ability of the ingredients to improve the lives
of consumers.

The 64-ounce size of NuVim(R) is typically priced from $2.78 to $3.99,
depending on the supermarket. This is approximately a $0.10 to $0.20 premium
over the everyday price of a 64-ounce carton of a nationally branded orange
juice. The 16-ounce bottle is typically priced at approximately $1.29 to $1.59.

NuVim(R) Powder

In January 2006 we introduced NuVim(R) powdered supplements to be added
to beverages, cereals or yogurt. It is, available in three flavors, Vanilla,
Chocolate, Strawberry. NuVim(R) provides the same micronutrients, vitamins and
minerals as our ready to drink beverages. 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. General Nutrition
Company has recently begun testing NuVim Powder at GNC locations in the Tampa,
Florida market.

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.

New Product Development

We intend to develop the following additional products that deliver the
same clinically-demonstrated health benefits as our current products:

o New Flavors. We plan to introduce one new flavor of our 64-ounce
size beverage - chocolate, vanilla or peach - at least one of which
should be available for test marketing within the next 12 months.

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,
2005, Wal-Mart, a retailer of our product in Florida and Georgia accounted for
21% of our sales, Publix, a retailer of our product primarily in Florida and
Georgia accounted for 14% of our sales, C&S New Jersey warehouse that supplies
the Pathmark supermarket chain accounted for 11%, and Wake fern Foods, which
supplies Shop Rite Supermarkets in the New York/New Jersey area, accounted for
approximately 10% of our total gross sales.

Our 64-ounce refrigerated beverage product is primarily sold to
consumers through supermarkets. We also sell the 16-ounce refrigerated beverage
product to refrigerated food warehouses. Some of these warehouses sell their
refrigerated products to independent smaller grocery stores or to large
supermarkets that have only one or two stores. In addition, our 16-ounce
beverage product is sold to distributors who only sell to foodservice outlets,
such as cafeterias, schools, hospitals and convenience stores. We plan to expand
the number of distributors we sell and the categories of customers to include
club stores, nutrition centers and health food outlets.

During 2005 our primary marketing program was in-store sampling. We
used sampling to build consumer brand awareness and trial and repeat purchases,
particularly to support our product introduction in Wal-Mart stores in the state
of Florida. In August of 2004 we began a test program with Wal-Mart supercenters
in northern Florida. We distributed two flavors of our refrigerated product to
one distribution center servicing approximately 44 supercenter stores. In August
2005 Wal-Mart increased our distribution to three flavors and a total of three
distribution centers servicing approximately 120 stores. In April 2006, we
increased our distribution to the entire southeast region, encompassing
approximately 300 supercenters and six Wal-Mart distribution centers service
Wal-Mart supercenters in 6 states. We believe Wal-Mart operates approximately
2000 supercenters across the United States.

We also made use of supermarket advertising and consumer promotions,
and internet advertising. During the year we also used direct mail programs
through the supermarket data base to identify and deliver advertising and coupon
incentives to our targeted audience.

Dick Clark was our public spokesperson in 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 2005 and do not anticipate that we will be using
him in advertising, or promotion in 2006. We have signed actress/model Ashleigh
Howard as our new spokesperson.

In December 2005 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 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.

In the third quarter of 2006 we have used a television 5 minute infomercial to
communicate the benefits of NuVim(R) in powder forms. In the fourth quarter of
2006 we plan to use a 30 second television commercial, a 60 second commercial
emphasizing the powder version and a 5 minute commercial also focusing just on
the powder version to build awareness, trial and repeat purchaes of the
refrigerated products.

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. In September
2004, began selling to Publix Super Markets, located in Florida. As of December
31, 2005, our refrigerated beverages are available in approximately 2,100
supermarkets in all or part of 13 states (New York, New Jersey, Connecticut,
Maryland, Pennsylvania, Delaware, Virginia, Ohio, Florida, Alabama, Georgia, and
South Carolina) and the District of Columbia. These accounts are serviced by a
network of eight food brokers. The brokers present the promotional programs to
the supermarket chain account headquarter buyers and the brokers 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 products.

SUPPLY, MANUFACTURING AND ORDER PROCESSING

Our products are now manufactured solely at Mountainside Farms in
Roxbury, New York, using whey protein concentrate, NutraFlora(R) supplied by GTC
Nutrition, plus milk protein concentrate and a blend of customized flavors, as
well as other ingredients purchased from major domestic and international
companies. We purchase and maintain inventories of select ingredients and
supplies unique to our process; these bulk purchases result in more favorable
prices and service. Mountainside Farms purchase all the other ingredients and
stores them for us at their plant. 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 not made from concentrate and pasteurized
milk. 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' more flexible processing schedule enables
us to more closely schedule production to our customers needs, thereby enhancing
cash flow.

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 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.

If Mountainside cannot meet our needs, we believe there are numerous
qualified dairies throughout the United States that have sufficient capacity to
meet our needs. This strategy allows 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 eight 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
Orefield warehouse 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, 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 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'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 supporting the growth of beneficial (probiotic) bacteria.

Although we have an exclusive licensing agreement with GTC Nutrition
for 2007 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 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 the
Stolle milk whey concentrate is consider Generally Recognized As Safe and
therefore the whey 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 November 30, 2006, we had five employees. : our Chief Executive
and Chief Financial Officer, credit manager, consumer affairs manager, accounts
payable manager, and operations manager. We out source auditing, accounting,
investor relations, and public relations. Our sales organization consists of all
commission sales brokers. Our corporate secretary and general counsel is a
part-time consultant. We also employ part time consultants to assist in
operations, legal negotiations, Federal trade Commission advice, all of whom are
members of our advisory committee.

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

Our executive officers and directors, including their ages as of
December 31, 2006, and certain information about them are as follows:

NAME AGE POSITION
-------------------- ---- --------------------------------------------------
Richard P. Kundrat 62 Chairman of the Board and Chief Executive Officer
Stanley H. Moger 70 Director
Calvin L. Hodock 71 Director
Peter V. DeCrescenzo 56 Director
Doug Scott 39 Director

BACKGROUND AND BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS

The following is a brief description of the principal occupation and
recent business experience of each of our executive officers and directors:

Richard P. Kundrat has served since our inception as a director and our
Chief Executive Officer. He was elected as our Chairman of the Board in March
2000. He has more than 30 years experience in the beverage industry, including a
total of 27 years in various positions at Thomas J. Lipton, Inc., the Lipton
subsidiary of Unilever NV, Englewood Cliffs, New Jersey ("Unilever/Lipton") from
which he retired in June 1996. Upon his retirement form Unilever/Lipton, he
founded the business management firm, Kundrat Associates, Mahwah, New Jersey,
which he operated full-time until he joined NuVim in September 1999. From
November 1991 to June 1996, Mr. Kundrat was the General Manager of the
Unilever/Lipton and Pepsi-Cola partnership. From June 1987 to November 1991, he
was the Vice President/General Manager of the Foodservice, Bottler, Dairy
Division at Unilever/Lipton. Mr. Kundrat received his B.A. degree from the
University of Scranton. He currently is a director of Dialog Group, Inc.

Stanley H. Moger was elected to our Board of Directors in March 2004.
Since January 1998, he has served as President of SFM Entertainment, LLC, a
provider of media services to major corporations. He received his B.A. degree
from Colby College.

Peter V. DeCrescenzo was elected to our Board of Directors in January
2005. He has been the President and Chief Executive Officer of Dialog Group,
Inc. since March 2003. Dialog Group is a provider of relationship marketing
communications services, business and consumer targeting databases for the
healthcare, financial and other direct-to-consumer, direct-to-professional
business markets. From November 2000 to March 2003, he served as President and
Chief Executive Officer of HealthCare Dialog, a direct marketing company
specializing in healthcare. In March 2000, HealthCare Dialog was acquired by
Dialog Group, Inc. From October 1993 until November 2000, Mr. DeCrescenzo was
the founding partner of PVD and Partners, a full-service healthcare marketing
and communications agency. He has been the Chairman of the Board of Dialog
Group, Inc. since April 2003. He received a BBA degree from Pace University.

Calvin L. Hodock was elected to our Board of Directors in April 2005.
For more than five years, Mr. Hodock has been the President and Managing Partner
of The Hodock Group, a marketing consulting and research company, located in
Skillman, New Jersey. Since June 2002, he also has served as Professor of
Marketing, Berkeley College and from June 2002 to December 2003, he served as
Adjunct Professor, Stern School of Business, New York University. He received
his B.B.A degree from the University of Cincinnati and his M.S. degree in
Marketing from the University of Illinois.

Doug Scott was elected to our Board of Directors in May 2006. For more
than five years, since 1997, he has been the President, CEO, and Founder of the
Platinum Television Group and New Line Media Solutions. Mr. Scott, who is 39
years old, has served in this capacity since 1997. Before that he was a Vice
President and Senior Vice President with responsibility for marketing and media
development for Intermedia Marketing Solutions, Inc.

Directors are elected annually at the annual meeting of stockholders to
hold office for one year, and until their successors are duly elected and
qualified. NuVim's next annual meeting will be in May, 2007. Board vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority vote of the directors then in
office, even if less than a quorum, or by a sole remaining director. The
executive officers are appointed by the Board and serve at their discretion.
There are no family relationships among the directors or executive officers of
NuVim.

CORPORATE GOVERNANCE

Board of Directors - Our Board has positions for six Directors that are elected
annually at the annual meeting of stockholders to hold office for one year and
until their successors are duly elected and qualified. Board vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority vote of the directors then in office, even
if less than a quorum, or by a sole remaining director. The executive officers
are appointed by the Board and serve at their discretion. There are no family
relationships among the directors or executive officers of NuVim.

The Board of Directors currently has three standing committees: an Audit
Committee, a Compensation Committee and a Corporate Governance and Nominating
Committee.

Audit Committee. Our Audit Committee oversees our accounting and financial
reporting processes, internal systems of accounting and financial controls,
relationships with independent auditors, and audits of financial statements.
Specific responsibilities include the following:

o Selecting, hiring and terminating our independent auditors.
o Evaluating the qualifications, independence and performance of
our independent auditors.
o Approving the audit and non-audit services to be performed by
the independent auditors.
o Reviewing the design, implementation, adequacy and
effectiveness of our internal controls and critical accounting
policies.
o Overseeing and monitoring the integrity of our financial
statements and our compliance with legal and regulatory
requirements as they relate to financial statements or
accounting matters.
o Together with management and our independent auditors,
reviewing any earnings announcements and other public
announcements regarding our results of operations.
o preparing the report that the Securities and Exchange
Commission requires in our annual proxy statement.

Our Audit Committee is comprised of Messrs. Scott, DeCrescenzo, and Moger. Mr.
Scott serves as Chairman. The Board has determined Messrs. DeCrescenzo and Moger
are independent under the rules of the National Association of Securities
Dealers. The Board has determined that Mr. Scott qualifies as an "audit
committee financial expert," as defined by the rules of the Securities and
Exchange Commission.

Compensation Committee. Our Compensation Committee assists our Board of
Directors in determining the development plans and compensation of our officers,
directors and employees. Specific responsibilities include the following:

o Approving the compensation and benefits of our executive
officers.
o Reviewing the performance objectives and actual performance of
our officers.
o Administering our stock option and other equity compensation
plans.

Our Compensation Committee is comprised of Messrs. Hodock, Moger, and Scott. Mr.
Hodock serves as Chairman. The Board has determined that Messrs. Hodock and
Moger are independent under the rules of the NASD.

Corporate Governance and Nominating Committee. Our Corporate Governance and
Nominating Committee assists the Board by identifying and recommending
individuals qualified to become members of our Board of Directors, reviewing
correspondence from our stockholders, and establishing, evaluating and
overseeing our corporate governance guidelines. Specific responsibilities
include the following:

o Evaluating the composition, size and governance of our Board
of Directors and its committees and make recommendations
regarding future planning and the appointment of directors to
our committees.
o Establishing a policy for considering stockholder nominees for
election to our Board of Directors.
o Evaluating and recommending candidates for election to our
Board of Directors; reviewing our corporate governance
principles and providing recommendations to the Board
regarding possible changes.
o Reviewing and monitoring compliance with our Code of Ethics
and our insider trading policy.

Our Corporate Governance and Nominating Committee is comprised of
Messrs. DeCrescenzo, Hodock, and Scott. Mr. DeCrescenzo serves as Chairman. The
Board has determined that Messrs. DeCrescenzo and Hodock are independent.

Corporate Documents

You can obtain corporate governance information from our home page,
www.NuVim.com. Copies of the following information can be found on the home page
or is available in print to any stockholder who requests it.

o Our Committee Charters: Audit Committee, Corporate
Governance and Nominating Committee, and Compensation
Committee.
o Our Code of Conduct and Business Ethics.

DIRECTOR COMPENSATION

Prior to our initial public offering in June of 2005 we have never paid
cash compensation to our directors, but directors have, from time to time,
received shares of common stock and option grants. Under the 2005 Directors
Stock Option Plan, which became effective upon the closing of the initial public
offering, each director received an option to purchase 10,000 shares of common
stock, which vests and becomes exercisable over three years in equal
installments. Each director also received 7,500 for their first year of service,
and is eligible to receive an option to purchase an additional 7,500 shares in
each year of service thereafter. Each director also receives an option to
purchase an additional 500 shares for each committee on which that director
serves, except that each year the chairman of the Audit Committee receive an
option to purchase 4,000 shares and the chairmen of the Compensation Committee
and the Corporate Governance and Nominating Committee each receive an annual
option to purchase 2,000 shares as compensation for their services as chairman
of the committees. The annual options become immediately vested and exercisable.

Under the 2006 Employee Stock Option Plan, each outside director
receives an annual option to purchase 50,000 shares. The 2006 options were
granted at a per share price of $0.35. In addition, each independent director
receives 10,000 for serving on one of the three board committees. In 2006, a
total of 90,000 shares were issued at a per share price of $0.31 under this
provision.

The following table summarizes Director compensation during 2006:

DIRECTOR COMPENSATION
FOR THE YEAR ENDED DECEMBER 31, 2006

Fees Non-Equity Non-Qualified
Earned or Incentive Deferred All
Paid in Stock Option Plan Compensation Other
Name Cash Awards Awards Compensation Earnings Compensation Total
( $ ) ( $ ) ( $ ) ( $ ) ( $ ) ( $ ) ( $ )
( a ) ( b ) ( c ) ( d ) ( e ) ( f ) ( g ) ( h )
-------------------- --------- ------- -------- ------------ -------------- ------------ ----------

Stanley Moger 18,700 18,700
Peter V. DeCrescenzo 18,700 18,700
Douglas Scott 21,300 21,300
Calvin Hodock 18,700 18,700
--------- ------- -------- ------------ -------------- ------------ ----------
2006 TOTALS - - 77,400 - - - 77,400
========= ======= ======== ============ ============== ============ ==========

Non-employee directors are reimbursed for their reasonable
out-of-pocket expenses incurred in attending meetings of the Board of Directors.

EXECUTIVE COMPENSATION

The following table sets forth certain information concerning total
compensation received by our Chief Executive Officer and our other executive
officers during the last year for services rendered to NuVim in all capacities.

SUMMARY COMPENSATION TABLE
FOR THE YEAR ENDED DECEMBER 31, 2006

Name Non-Equity Non-Qualified
and Incentive Plan Deferred All
Principal Stock Option Compensation Compensation Other
Position Year Salary Bonus Awards Awards Earnings Earnings Compensation Total
( $ ) ( $ ) ( $ ) ( $ ) ( $ ) ( $ ) ( $ ) ( $ )
( a ) ( b ) ( c ) ( d ) ( e ) ( f ) ( g ) ( h ) ( I ) ( j )
------------------------------ ----- --------- ------- --------- ------- -------------- ------------- ------------ --------

Richard Kundrat CEO 2006 225,000 150,750 260,000 635,750
Paul Young, VP of Operations 2006 5,650 13,000 18,650
John Sullivan, VP of Sales 2006 153,125 78,000 231,125
Michael Vesey CFO 2006 55,207 55,207
--------- ------- --------- ------- -------------- ------------- ------------ --------
Total 438,982 150,750 351,000 - - - - 940,732
========= ======= ========= ======= ============== ============= ============ ========

The following table sets forth the equity awards outstanding at the end of 2006.

OUTSTANDING EQUITY AWARDS AT December 31, 2006 YEAR-END
-----------------------------------------------------------------------------------------------------------------------------------
OPTION AWARDS STOCK AWARDS
--------------------------------------------------------------------------------- ------------------------------------------------
Name Number of Number of Equity Option Option Number of Market Equity Equity
Securities Securities Incentive Exercise Expiration Shares or Value of Incentive Incentive
Underlying Underlying Plan Price Date Units of Shares or Plan Awards: Plan Awards:
Unexercised Unexercised Awards: ( $ ) Stock Units of Number of Market or
Options Options Number of That Stock Unearned Product
( # ) ( # ) Securities Have not That Shares, Value of
Exercisable Unexercisable Underlying Vested Have not Units or Unearned
Unexercised ( # ) Vested other Shares,
Unearned ( $ ) Rights Units or
Options that Have other Rights
( # ) not Vested that Have
( # ) not Vested
( $ )
( a ) ( b ) ( c ) ( d ) ( e ) ( f ) ( g ) ( h ) ( I ) ( j )
------------------ ----------- ------------- ----------- -------- ---------- --------- --------- ------------ ------------

Richard Kundrat 300,000 $ 1.00 6/21/2015
Chair of the
Board & CEO 102,500 $ 1.00 6/21/2015
217,500 $ 0.77 8/4/2015
10,000 $ 1.00 6/21/2015
7,500 $ 1.00 6/21/2015
1,000,000 $ 0.31 7/25/2016

Paul Young 125,000 $ 1.00 6/21/2015
VP of Operations 102,500 $ 1.00 6/21/2015
100,000 $ 0.77 8/4/2015
50,000 $ 0.31 7/25/2016
----------- ------------- ----------- -------- ---------- --------- --------- ------------ ------------
TOTALS 1,800,000 215,000 - - - - - - -
=========== ============= =========== ======== ========== ========= ========= ============ ============

Compensation Discussion

The compensation for NuVim's only executive officer is fixed by his
contract at $225,000 per year and provides for a potential bonus based on the
attainment of goals set by the Board of Directors. In 2005 and 2006, Mr. Kundrat
accepted common stock in lieu of cash for his entire bonus which, in both years,
was less than the maximum permitted by his contract. In neither 2005 nor 2006
was he paid all the cash due under his contract. In 2005, almost 25% of his
salary was not paid and was, instead, settled in common stock. For 2006, over
60% of his salary has still not been paid.

Employment Agreements

Each of our officers serves at the discretion of our Board of
Directors. In September 2004, we entered into employment agreements with Richard
P. Kundrat, our Chairman of the Board and Chief Executive Officer, who also
serves as Chief Financial Officer. Mr. Kundrat's base salary is $225,000 per
year. This base salary is subject to increase at the discretion of the Board.
Under his employment agreement, Mr. Kundrat is entitled to participate in an
annual bonus program, if and when such program is adopted by the Board. His
receipt of bonus compensation is within the sole discretion of the Board of
Directors, and the Board has the right to alter, amend or eliminate all or any
part of any bonus at any time, without compensation. He is also is entitled to
participate in all of our employee benefit plans, including any stock plan
adopted by the Board that permits participation by executive officers. There is
no company-provided health insurance or any similar benefits under their
respective agreements. The Board may terminate the agreement at any time for
"cause" or in the event of Mr. Kundrat's disability or death. If the agreement
is terminated without "cause," he is entitled to one year's base salary, in
addition to any other accrued benefits which have been earned or become payable
as of the date of the termination. In the event that the agreement is terminated
because of death or disability, we will continue to pay Mr. Kundrat's full
salary through the end of the month in which his period of employment ends,
together with any benefits which have been earned or become payable as of the
termination date. As part of this agreement, he has signed a nondisclosure,
developments and nonsolicitation agreement, in which he agrees, among other
things, to protect our confidential information, not to solicit our employees,
and not to breach any agreements with third parties.

Securities authorized for issuance under equity compensation plans

The equity compensation reported in this section has been and will be
issued pursuant to individual compensation contracts and arrangements with
employees, directors, consultants, advisors, vendors, suppliers, lenders and
service providers. The equity is reported on an aggregate basis as of December
31, 2006. Our security holders have not approved the compensation contracts and
arrangements underlying the equity reported.

2005 INCENTIVE STOCK OPTION PLAN

In 2005, our Board of Directors recently adopted, and stockholders
approved, the 2005 NuVim Incentive Stock Option Plan, which will became
effective upon the closing of this offering and expire ten years later. The plan
authorizes us to issue options to purchase, in the aggregate, up to 1,500,000
shares of our common stock to employees, officers and consultants.

2006 EMPLOYEE STOCK OPTION PLAN

At its March 2006 meeting, the Directors proposed to adopt the 2006
Plan to make common stock options available to executives, employees, advisors,
and consultants and continue provide automatic grants to each outside director
and each chair and member of a Board committee. The plan combines aspects of
both plans approved in 2005 in that it covers both automatic grants to directors
who are not employees and discretionary grants to be made by the Compensation
Committee to selected employees.

The number of shares subject to the plan shall be 2,000,000 shares. In
addition to authorizing grants to employees and consultants, the 2006 Plan
provides automatic annual grants to our Outside Directors of options to purchase
50,000 shares, to each Independent Director who is a chair of Board Committee an
annual grant of options to purchase 10,000 shares for each committee they chair,
and. to each Outside Director who is a member of Board Committee an annual grant
of options to purchase 10,000 shares for each committee on which they serve

The plan is administered by the Compensation Committee of the Board of
Directors with respect to grants to employees. Subject to the provisions of this
plan, the committee determines who will receive the options, the number of
options granted, the manner of exercise and the exercise price of the options.
The term of incentive stock options granted under the plan may not exceed ten
years, or five years for options granted to an optionee owning more than 10% of
our voting stock. The exercise price of an incentive stock option granted under
this plan must be equal to or greater than the fair market value of the shares
of our common stock on the date the option is granted. The exercise price of a
non-qualified option granted under this plan must be equal to or greater than
85% of the fair market value of the shares of our common stock on the date the
option is granted. An incentive stock option granted to an optionee owning more
than 10% of our voting stock must have an exercise price equal to or greater
than 110% of the fair market value of our common stock on the date the option is
granted.

In addition to 270,000 shares automatically granted to outside and
Independent Directors, the compensation committee has granted options to
purchase a total of 1,625,000 shares. Included in this grant are options for a
total of 1,350,000 shares granted to the executive officers, consisting of
options for 1,000,000 shares granted to our CEO, Richard Kundrat, 300,000 to our
Vice President for Sales, John Sullivan, and 50,000 granted to our new Vice
President for Operations, Jamal Kiberia.

All of the options, both the automatic for outside directors and those
granted by the compensation committee to employees, including the executive
officers, are exercisable immediately and have, except for some of Mr. Kundrat's
options, a strike price of $0.35. Most of Mr. Kundrat's options have a strike
price of $0.385, equal to 110% of the fair market value on the date of grant.

At its March 2007 meeting, the Directors proposed to adopt the 2007
Plan to make common stock options available to key executives, employees,
advisors, and consultants. The number of shares subject to the plan shall be
2,000,000 shares. It authorizes grants to employees and consultants. No
provision is made for automatic grants to Directors. No aspect of the 2007 Plan
affects the Company's directors or executive officers except that the executive
officers are eligible to receive grants under the 2007 Plan. The 2007 plan is
subject to approval by the shareholders at the 2007 Annual Meeting to be held on
May 17, 2007.

HISTORICAL INCENTIVE STOCK PLANS

Stock Option Plans

We established stock option plans in 2000, 2001, 2002, 2005, and 2006
pursuant to which our officers, directors, other key executives, consultants,
employees, service providers and independent contractors were granted options to
purchase shares of our common stock at a per share exercise price equal to or
greater than the fair market price of the common stock at the time the option
was granted. In each instance, the fair market value was determined by the board
of directors, taking into consideration the factors they deemed important in
setting the value, including, among other factors, the price at which securities
had been sold to unaffiliated third parties as well as results of operations and
the relative strength of the balance sheet. We currently have an aggregate of
3,306,147 outstanding options under these past plans.

Equity Incentive Plans

We established equity incentive plans for the years 2000 and 2001,
pursuant to which our officers, directors, other key executives, consultants,
employees, service providers and independent contractors were granted restricted
shares of our common stock. We awarded 11,660 restricted shares under the 2000
plan and 3,075 under the 2001 plan, of which 2,784 shares were issued in lieu of
accrued salaries. As of December 31, 2004, there are 14,735 restricted shares
outstanding under these plans. The plans do not provide for any additional
grants in subsequent years so there will be no further awards made under any of
these plans. The plans provide that to the extent a restricted stock award that
has not vested at the time of termination of employment for any reason other
than death, permanent disability or retirement after age 65, such unvested
portion shall be forfeited. If employment terminates as a result of death,
permanent disability or retirement after the age of 65, the unvested award vests
on the vesting date set forth in the equity grant agreement.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

Our Certificate of Incorporation and By-laws provide for
indemnification against liabilities of our directors, officers, employees and
agents, and any person who serves at our request as a director, officer,
employee, member or agent of another corporation, partnership, or other
enterprise as provided by Delaware law. Our obligation to indemnify the
individuals described above is limited to those instances in which the
individual either: (i) is successful in the lawsuit; or (ii) acted in good faith
in the transaction which is the subject of the lawsuit, and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
Company. In the case of a suit brought by or in the right of the Company against
any of the above-described individuals, such individuals will not be indemnified
to the extent that they have been found liable for gross negligence or willful
misconduct, unless the court involved determines that the individual is entitled
to indemnification. Our indemnity obligations require us to indemnify these
individuals or entities against certain liabilities, including attorneys' fees,
which may arise by reason of their status with or service for the Company. In
connection with our indemnification obligation, we may advance expenses to these
individuals as they are incurred, provided that they undertake to repay the
amount advanced unless it is determined that they are entitled to
indemnification. We maintain insurance covering our directors and officers.

Our Certificate of Incorporation and By-laws make provisions for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances, for
liabilities (including reimbursement of expenses incurred) arising under the
Securities Act. Insofar as we may permit indemnification for liabilities arising
under the Securities Act to directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy, as expressed in the Securities Act and is, therefore,
unenforceable.

RELATED PARTY TRANSACTIONS

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.

In the third quarter of 2006, the Company and the executives covered by
the Executive Bonus Program agreed that the reference price for converting their
2006 cash bonus to stock will be $0.35.

BRIDGE FINANCING

In July 2004, we entered into a series of agreements with Dick Clark, a
stockholder of our company and our spokesperson, and Stanley H. Moger, one of
our directors. Under the terms of a loan agreement, Messrs. Clark and Moger
agreed to loan us up to $1,000,000 in four tranches, each of which is
conditioned upon completion of specified actions or events (the "Bridge Loan").
As of December 31, 2004, we have received the full $1,000,000. The loan accrues
interest at 10% per annum, unless it is in default, in which case the interest
increases to 15%. The principal and accrued interest were due and payable on the
earlier of the consummation of this offering or January 1, 2005. Because the
loan was not repaid by January 1, 2005, the interest rate increased to 15% as of
that date. The loan is secured by all of the assets of NuVim, and certain
company creditors were required to execute subordination agreements in favor of
Messrs. Clark and Moger. The proceeds from this loan were used for advertising,
partial payment of amounts owed to SMBI, which payment is required to obtain the
assignment of the NuVim trademark, partial payment of legal fees and for general
corporate purposes. In June 2005, the bridge lenders converted $500,000 of the
principal in to 250,000 shares of common stock at $2.00 per share. The remaining
principal and accrued interest were to be due in November 2006. In August 2006,
the bridge lenders agreed to extend the maturity until January 2009. Interest
will continue accrue at 8% per annum. They each received a warrant to purchase
100,000 shares at a price of $0.35 per share. The warrant expires in 2015.

Among the conditions of the Bridge Loan was an amendment to the
Services Agreement with Olive Enterprises, Inc. (the "Services Agreement"),
which is Dick Clark's production company. Prior to the July 2004 transactions,
we owed Mr. Clark $175,000 under the Services Agreement. Pursuant to an
amendment to Services Agreement, we acknowledged that indebtedness and agreed to
issue a convertible promissory note in the principal amount of $175,000. In
consideration for Mr. Clark's forbearance until the earlier of January 1, 2005
or the consummation of an initial public offering (the "Maturity Date"), the
note is convertible as though it carried a face amount of $245,000. The
convertible note is automatically convertible into unregistered units, each
consisting of one share of common stock, one $1.50 warrant and one $2.00
warrant, at $1.00 per unit provided the offering is consummated on or before
June 30, 2005. Assuming a $1.00 IPO unit price, the note will convert into
245,000 units. In addition, the initial interest rate of 10% increased to 15% on
January 1, 2005 because the note had not been repaid by the Maturity Date.

A second amendment to the Services Agreement, executed in September
2004, provides for the payment to Mr. Clark of services fees through January
2006 with a value of $650,000, plus the issuance of 30,000 shares of common
stock. In connection with the $650,000 services fees obligation, we issued a
10-year warrant, which Mr. Clark has accepted as payment in full for this
obligation. The exercise price of this warrant is determined by the timing and
the nature of a "maturity event," which alternatively could be an initial public
offering, a merger, acquisition or other business combination, or a sale of
assets. Assuming the maturity event is this offering and it closes on or before
June 1, 2005, the exercise price will equal the initial public offering price,
and the number of shares issuable upon exercise will be calculated by dividing
$650,000 by that price. If the maturity event is a sale of assets or a merger or
acquisition, the share calculation price is determined depending on the nature
of the maturity event. The foregoing notwithstanding, if the maturity event is
after June 30, 2005, the share calculation price will be the lesser of $1.00 or
80% of the purchase price per share in any subsequent financing, including this
offering.

Also in connection with the Bridge Loan, we issued a 10-year warrant to
Mr. Clark that entitles him to acquire up to 9.9% of the total fully-diluted
issued and outstanding capital stock of our company following the consummation
of this offering. However, based on our post-offering, fully-diluted
capitalization and Mr. Clark's ownership interest, this warrant will not entitle
him to purchase any additional shares.

Mr. Clark and Mr. Moger participated in the Bridge Loan equally, and
the ancillary agreements and benefits provided to Mr. Clark are being shared
with Mr. Moger. Therefore, Mr. Moger has been given a 12.5% interest in the
powder company and a 50% interest in both of the warrants.

Finally, the Bridge Loan required the formation of NuVim Powder LLC, of
which Mr. Clark was given a 25% ownership interest. On April 7, 2006 the Company
agreed with Messrs. Clark and Moger to acquire their respective 12.5% interests
in NuVim Powder, LLC, the powder subsidiary, for 225,000 shares of Company
common stock each. The Company executed the agreement on April 18. 2006. The
Company shares were exchanged for the interests in the powder subsidiary on
April 20, 2006.

In August 23, 2006, the holders agreed to extend their maturity from
November 2006 to January 2009. Interest will accrue at an annual rate of eight
(8%) percent. Neither principal nor interest will be due until that date. The
holders each received a warrant to purchase 100,000 shares of NuVim's common
stock for $0.35 per share. The warrant may be exercised from February 2007
through August 15, 2015.

Before he was elected in May, 2006, Mr. Scott's production company,
Platinum Television Group, engaged in two transactions with NuVim. In 2005,
NuVim paid Platinum a total of $19,700 for advertising production services. In
2006, NuVim issued 248,581 shares of common stock, valued at $87,000, to
Platinum for TV production and placement services and the purchase of broadcast
time. Management believes that the price for the services delivered was in line
with industry standards.

During 2006, Mr. Kundrat, our CEO, 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 and ending in December when the advances were fully repaid. The officer
was also paid approximately $1,600 in interest that was accrued at 8% and will
be paid approximately $4,000 to reimburse him for his tax expense resulting from
the source of the funds and the timing of repayment.

APPROVAL BY INDEPENDENT DIRECTORS

Each of the aforementioned transactions with related parties was
approved or ratified by a majority of our independent directors, and at the time
each transaction was approved or ratified, there were at least two independent
directors on our Board.

FUTURE TRANSACTIONS

Future transactions with our officers, directors or greater than five
percent stockholders will be on terms no less favorable to NuVim than could be
obtained from independent third parties.

PRINCIPAL STOCKHOLDERS

COMMON STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information, as of April 13, 2007, with
respect to the beneficial ownership of the Company's Common Stock by (a) the
present executive officers and directors and nominees for Director of the
Company and (b) the present directors and officers of the Company as a group.
Unless otherwise noted, the shares are owned directly or indirectly with sole
voting and investment power.

MANAGEMENT OWNERS

NUMBER OF PERCENTAGE
SHARES OF THE CLASS
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1) OWNED (2)
------------------------------------ ------------ ------------
Richard P. Kundrat (3) 2,951,437 11.98%
Stanley Moger (4) 786,632 3.19%
Peter V. DeCrescenzo (5) 121,833 0.49%
Calvin L. Hodock (6) 106,667 0.43%
Doug Scott (7) 378,571 1.54%
All directors and executive officers
as a group (6 persons) 4,751,140 19.29%

----------
(1) Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock subject
to options or warrants currently exercisable or convertible, or exercisable
or convertible within 60 days of April 12, 2007 are deemed outstanding for
computing the percentage of the person holding such option or warrant but
are not deemed outstanding for computing the percentage of any other
person.

(2) Percentage based on 14,406,782 shares of common stock outstanding with
respect to the common stock and the shares issuable upon exercise of
warrants to purchase 7,522,514 and options to purchase 2,698,647.

(3) Includes 1,301,437 shares issued and options to purchase 420,000 shares at
$1.00, 230,000 shares at $0.77 and 1,000,000 shares at $0.31.

(4) Includes 352,950 shares issued, warrants to purchase 122,500 shares at
$1.50, 122,500 shares at $2.00, and 100,000 shares at $0.35, and options to
purchase 1,182 shares at $11.00, 17,500 shares at $1.00, 50,000 shares at
$0.35, and 20,000 shares at $0.31.

(5) Includes 33,333 shares issued and options to purchase 18,500 shares at
$1.00, 50,000 shares at $0.35, and 20,000 shares at $0.31.

(6) Includes 16,667 shares issued and options to purchase 20,000 shares at
$1.00, 50,000 shares at $0.35, and 20,000 shares at $0.31.

(7) Includes 298,571 shares issued to Mr. Scott and a corporation owned by him
and options to purchase 50,000 shares at $0.35, and 30,000 shares at $0.31.

There currently are no arrangements that may result in a change of ownership or
control.

PRINCIPAL HOLDERS OF COMMON STOCK.

The following table sets forth information, as of April 12, 2007, with respect
to the beneficial ownership of the Company's Common Stock by each person known
by the Company to be the beneficial owner of more than five percent (5%) of the
Company's outstanding Common Stock

NUMBER OF PERCENTAGE
SHARES OF THE CLASS
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1) OWNED (2)
------------------------------------ ------------ ------------
Dick Clark (3) 1,298,637 5.27%
c/o Dick Clark Productions
3003 West Olive Avenue
Burbank, CA 91505
Richard P. Kundrat (4) 2,951,437 11.98%
12 North State Route 17, Suite 210
Paramus, New Jersey 07652
Cede & Co. (5) 2,765,476 11.23%
P O Box 20, Bowling Green Station
New York, NY 10004

(3) Includes 628,637 shares issued and warrants to purchase 325,000 shares at
$1.00, 122,500 shares at $1.50, 122,500 shares at $2.00, and 100,000 shares
at $0.35.

(4) Includes 1,301,437 shares issued and options to purchase 420,000 shares at
$1.00, 230,000 shares at $0.77 and 1,000,000 shares at $0.31.

(5) Cede & Co. is the nominee name of The Depository Trust Company, the record
holder for most shareholders who keep their securities in street name. Cede
& Co. has no beneficial interest in or voting power over these shares.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 120,000,000 shares of common
stock and 65,000,000 shares of preferred stock, all with a par value of $0.00001
per share. We have 14,406,782 shares of common stock and no shares of preferred
stock outstanding as of April 13, 2007.

COMMON STOCK

As of December 31, 2006 we have 11,622,867 shares of common stock
outstanding held 135 stockholders of record.

Holders of our common stock are entitled to one vote for each share
held on all matters submitted to a vote of stockholders. Subject to the
preference in dividend rights of any series of preferred stock which we may
issue in the future, the holders of common stock are entitled to receive such
cash dividends, if any, as may be declared by our Board of Directors out of
legally available funds. Upon liquidation, dissolution or winding up, after
payment of all debts and liabilities and after payment of the liquidation
preferences of any shares of preferred stock then outstanding, the holders of
the common stock will be entitled to participate pro rata in all assets that are
legally available for distribution.

Other than the rights described above, the holders of common stock have
no preemptive subscription, redemption, sinking fund or conversion rights and
are not subject to further calls or assessments. The rights and preferences of
holders of common stock will be subject to the rights of any series of preferred
stock which we may issue in the future.

PREFERRED STOCK

Our Certificate of Incorporation provides for the issuance of up to
65,000,000 shares of preferred stock. As of date hereof, there will be no shares
of preferred stock outstanding.

The Board of Directors has the authority, without further action by the
stockholders, to issue up to an additional 56,501,150 shares of preferred stock
in one or more series, and to fix the rights, preferences and privileges
thereof, including voting rights, terms of redemption, redemption prices,
liquidation preference and number of shares constituting any series or the
designation of such series. The purpose of the provisions of our certificate of
incorporation authorizing the issuance of preferred stock is to provide us with
the flexibility to take advantage of opportunities to raise additional capital
through the issuance of shares that address competitive conditions in the
securities markets. The rights of the holders of our common stock are subject
to, and may be adversely affected by, the rights of holders of any preferred
stock that we may issue in the future. Although we have no present plans to do
so, the Board of Directors, without stockholder approval, may issue preferred
stock with voting or conversion rights which could adversely affect the voting
power of the holders of our common stock. This provision may be deemed to have a
potential anti-takeover effect, because the issuance of such preferred stock may
delay or prevent a change of control of the Company. Furthermore, shares of
preferred stock, if any are issued, may have other rights, including economic
rights, senior to our common stock, and, as a result, the issuance of preferred
shares could depress the market prices of our shares of common stock.

ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE
OF INCORPORATION AND BYLAWS

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, an anti-takeover law. Subject to certain exceptions, the
statute prohibits a publicly held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder; unless:

o prior to such date, the board of directors of the corporation
approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder;
o upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares
outstanding those shares owned (i) by persons who are directors and
also officers and (ii) by employee stock plans in which employee
participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a
tender or exchange offer; or
o on or after such date, the business combination is approved by the
board of directors and authorized at an annual or special meeting
of stockholders, and not by written consent, by the affirmative
vote of at least 66-2/3% of the outstanding voting stock which is
not owned by the interested stockholder.

For purposes of Section 203, a "business combination" includes a
merger, asset sale or other transaction resulting in a financial benefit to the
interested stockholder, and an "interested stockholder" is a person who,
together with affiliates and associates, owns, or within three years prior to
the date of determination whether the person is an "Interested Stockholder," did
own, 15% or more of the corporation's voting stock.

In addition, our authorized but unissued shares of common stock and
preferred stock are available for our Board to issue without stockholder
approval. We may use these additional shares for a variety of corporate
purposes, including future public offerings to raise additional capital,
corporate acquisitions and employee benefit plans. The existence of our
authorized but unissued shares of common stock and preferred stock could render
more difficult or discourage an attempt to obtain control of our company by
means of a proxy contest, tender offer, merger or other transaction. Our
authorized but unissued shares may be used to delay, defer or prevent a tender
offer or takeover attempt that a stockholder might consider in its best
interest, including those attempts that might result in a premium over the
market price for the shares held by our stockholders. The Board of Directors is
also authorized to adopt, amend or repeal our bylaws which could delay, defer or
prevent a change in control.

TRANSFER AGENT AND REGISTRAR

Our transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company, New York, New York.

SHARES ELIGIBLE FOR FUTURE SALE

There are now 14,532,782 shares of common stock issued and outstanding.
4,769,737 are being registered for sale under the registration statement of
which this prospectus is a part. Many other shares may also be sold.

THE INITIAL PUBLIC OFFERING

Upon completion the initial public offering in June 2005, 2,700,000
shares of common stock issued as part of the units sold in this offering became
freely tradeable without restrictions or further registration under the
Securities Act of 1933, except that any shares purchased by our "affiliates," as
that term is defined under the Securities Act, may generally only be sold in
compliance with the limitations of Rule 144 under the Securities Act. The
2,700,000 shares of common stock underlying the Class A public warrants and the
2,700,000 shares of common stock underlying the Class B public warrants issued
as part of the units sold in this offering will also be freely tradeable after
exercise of the warrants, except for shares held by our affiliates.

At the same time 654,911 shares of common stock were registered for the
holders thereof and are now freely tradeable of these shares are now included in
this Registration and are covered by this prospectus can be sold pursuant to SEC
Rule 144(k).

OUTSTANDING RESTRICTED STOCK

The remaining 6,408,134 outstanding shares of common stock will be
restricted securities within the meaning of Rule 144 and may not be sold in the
absence of registration under the Securities Act unless an exemption from
registration is available, including the exemption from registration offered by
Rule 144, of which 2,631,595 shares are owned by affiliates.

In general, under Rule 144, as currently in effect, beginning 90 days
after the date of this prospectus, a person who has beneficially owned
restricted shares for at least one year, including a person who may be deemed to
be our affiliate, may sell within any three-month period a number of shares of
common stock that does not exceed a specified maximum number of shares. This
maximum is equal to the greater of 1% of the then outstanding shares of our
common stock or the average weekly trading volume in the common stock during the
four calendar weeks immediately preceding the sale. Sales under Rule 144 are
also subject to restrictions relating to manner of sale, notice and availability
of current public information about us. In addition, under Rule 144(k) of the
Securities Act, a person who is not our affiliate, has not been an affiliate of
ours within three months prior to the sale and has beneficially owned shares for
at least two years would be entitled to sell such shares immediately without
regard to volume limitations, manner of sale provisions, notice or other
requirements of Rule 144.

Without taking into account any lockup agreements, the following is a
summary of the availability of Rule 144 and Rule 144(k) following the offering:

SHARES
------
Affiliate shares available for sale 90 days following the date hereof
Non-affiliate shares available for sale 90 days following the date
hereof (also 144(k) available)
Affiliate shares available for sale beginning August 1, 2007
Non-affiliate shares available for sale beginning August 1, 2007

OPTIONS AND WARRANTS

Stock Options

As of December 31, 2006, we had granted and have outstanding options to
purchase a total of 2,628,647 shares of common stock under our several options
plans, all of which are held by affiliates.

We intend to file a registration statement under the Securities Act to
register all shares of common stock issued, issuable or reserved for issuance
under our stock option plans. This registration statement is expected to

be filed as soon as practicable after the date of this prospectus and will
automatically become effective upon filing. Following this filing, shares
exercisable pursuant to vested options that are registered under this
registration statement will, subject to the lock-up agreements and market
standoff provisions described above and Rule 144 volume limitations applicable
to our affiliates, be available for sale in the open market.

Warrants

In addition to the 3,400,000 Public Warrants discussed above with the
Initial Public Offering, we have an aggregate of 4,122,514 warrants outstanding.
Of these warrants, 1,015,000 are owned by our affiliates. None of these warrants
carry registration rights and accordingly, in the event any warrants are
exercised, the holders will be required to hold the underlying shares for at
least one year, unless they are subsequently registered.

PLAN OF DISTRIBUTION

Each Seller is free to offer and sell his shares at such times, in such
manner and at such prices as he shall determine. Such shares may be offered by
the Sellers in one or more types of transactions, which may or may not involve
brokers, dealers or cash transactions. The Sellers may also use Rule 144 under
the Securities Act to sell such securities if they meet the criteria and conform
to the requirements of such rule. There is no underwriter or coordinating broker
acting in connection with the proposed sales of shares by the Sellers.

The Sellers have advised us that sales of shares may be effected from
time-to-time in transactions (which may include block transactions) in the
over-the-counter market, in negotiated transactions, through the writing of
options on the units, or a combination of such methods of sale, at a fixed price
which may be changed, at market prices prevailing at the time of sale, or at
negotiated prices. The Sellers may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Sellers or the purchasers of
shares for whom such broker-dealers may act as agents or to whom they sell as
principal, or both (which compensation as to a particular broker-dealer may be
in excess of customary commissions). The Sellers and any broker-dealers that act
in connection with the sale of the shares might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any commissions
received by them and any profit on the resale of the shares as principal might
be deemed to be underwriting discounts and commissions under the Securities Act.
The Sellers may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the units against certain
liabilities, including liabilities arising under the Securities Act.

Because Sellers may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, the Sellers will be subject to
prospectus delivery requirements under the Securities Act. Furthermore, in the
event of a "distribution" of shares, any Sellers, any selling broker-dealer and
any "affiliated purchasers" may be subject to Rule 10b-7 under the Securities
Exchange Act of 1934 which prohibits any "stabilizing bid" or "stabilizing
purchase" for the purpose of pegging, fixing or stabilizing the price of units
in connection with this offering.

LEGAL MATTERS

The validity of the issuance of the securities offered by this
prospectus will be passed upon for the Company by Mark Alan Siegel, Boca Raton
Florida. Certain legal matters in connection with this offering will be passed
upon for the Sellers by _____________.

EXPERTS

The financial statements included in this prospectus and elsewhere in
the registration statement have been audited by WithumSmith+Brown, P.C.,
independent Registered Public Accounting Firm as indicated in their report with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

In connection with the stock offered by this prospectus, we have filed
a registration statement on Form SB-2 under the Securities Act of 1933 with the
SEC. This prospectus, filed as part of the registration statement, does not
contain all of the information included in the registration statement and the
accompanying exhibits and schedules. For further information with respect to our
units, shares and warrants, and us, you should refer to the registration
statement and the accompanying exhibits. Statements contained in this prospectus
regarding the contents of any contract or any other document are not necessarily
complete, and you should refer to the copy of the contract or other document
filed as an exhibit to the registration statement, each statement being
qualified in all respects by the actual contents of the contract or other
document referred to. You may inspect a copy of the registration statement and
the accompanying exhibits without charge at the Securities and Exchange
Commission's public reference facilities, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and you may obtain copies of all or any part of the
registration statement from those offices for a fee. You may obtain information
on the operation of the public reference facilities by calling the Securities
and Exchange Commission at 1-800-SEC-0330. The SEC maintains a web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically. The address of the site is
http://www.sec.gov.

We intend to furnish our stockholders with annual reports containing
financial statements audited by our independent auditors.

NUVIM INC.

----------

FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 and 2006

----------

INDEX TO FINANCIAL STATEMENTS

Page
-----

Report of Independent Registered Public Accounting Firm F - 2
Balance Sheets - December 31, 2005 and 2006 F - 3
Statements of Operations - Years ended December 31, 2005 and December 31, 2006 F - 4
Statements of Cash Flows - Years ended December 31, 2005 and December 31, 2006 F - 5
Statements of Stockholders' Deficit - Years ended December 31, 2005 and December 31, 2006 F - 6
Notes to Financial Statements F - 7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee of
NuVim, Inc.:

We have audited the accompanying balance sheets of NuVim, Inc. (the "Company")
as of December 31, 2005 and 2006, and the related statements of operations,
stockholders' deficit, and cash flows for the years 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 audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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
audits provide 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,
2005 and 2006, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.

As discussed in Note 2J 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 has a net working capital deficiency 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

NUVIM, INC.
BALANCE SHEETS

DECEMBER, 31
--------------------------------
2005 2006
-------------- --------------

ASSETS
Current Assets:
Cash and cash equivalents $ 270,468 $ 55,472
Accounts receivable, net 35,399 55,827
Inventory 172,714 166,929
Prepaid expenses and other current assets 328,915 191,053
-------------- --------------
Total Current Assets 807,496 469,281
-------------- --------------
Equipment and furniture, net 1,502 598
Deferred offering costs -- 57,025
Deposits and other assets 8,547 8,147
Distribution rights -- 90,400
-------------- --------------
TOTAL ASSETS $ 817,545 $ 625,451
============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Current portion of accounts payable $ 881,345 $ 443,426
Accounts payable and accrued expenses to related parties 231,328 57,606
Accrued expenses 269,968 119,597
Accrued compensation 420,100 336,024
Rescinded series B offering payable 18,920 18,920
Secured convertable promissory notes, net of unamortized discount of $14,629
at December 31, 2005 52,971 --
-------------- --------------
TOTAL CURRENT LIABILITIES 1,874,632 975,573
Other Liabilities:
Accounts payable, net of current portion -- 242,430
Senior notes payable - related parties, net of unamortized discount of
$36,667 at December 31, 2006 500,000 463,333
Accrued interest - senior notes payable - related parties 119,160 169,160
Stockholder loans - subordinated covertable promissory notes 225,000 150,000
Accrued interest stockholder loans 28,691 21,770
Other notes payable, net of unamortized discount of $8,500 at
December 31, 2006 133,000 111,500
Accrued Interest - other notes payable 14,467 25,917
-------------- --------------
TOTAL OTHER LIABILITIES 1,020,318 1,184,110
-------------- --------------
TOTAL LIABILITIES 2,894,950 2,159,683
Commitments and Contingencies
Stockholders' Deficit:
Common Stock, 120,000,000 shares authorized, $.00001 par value, 5,034,995
and 11,622,867 shares issued and outstanding at December 31, 2005 and 2006
respectively 51 116
Additional paid-in capital 18,167,605 20,489,672
Accumulated deficit (20,245,061) (22,024,020)
-------------- --------------
Total Stockholders' Deficit (2,077,405) (1,534,232)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 817,545 $ 625,451
============== ==============

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

F-3

NUVIM, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31

2005 2006
------------ ------------
Gross Sales $ 1,208,279 $ 1,292,155
Less: Discounts, Allowances and
Promotional Payments 486,898 348,177
------------ ------------
Net Sales 721,381 943,978
Cost of Sales 687,167 702,492
------------ ------------
Gross Profit 34,214 241,486
Selling, General and Administrative
Expenses 2,392,996 2,407,253
------------ ------------
Loss from Operations (2,358,782) (2,165,767)
Other Income (Expense):
Interest Expense (430,216) (115,823)
Interest Income 7,000 46
Gain on Sale of Assets 42,000
Gain on forgiveness of accounts payable 151,995 18,498
------------ ------------
Total Other Income (Expense) - Net (271,221) (55,279)
------------ ------------
Net Loss Before Income Tax Benefit (2,630,003) (2,221,046)
Income Tax Benefit 233,101 442,087
------------ ------------
Net Loss $ (2,396,902) $ (1,778,959)
============ ============
Basic and Diluted Loss Per Share $ (0.82) $ (.20)
============ ============
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted 2,940,987 8,953,184

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

F-4

NUVIM, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2006

2005 2006
------------ ------------

Cash Flow From Operating Activities:
Net Loss $ (2,396,902) $ (1,778,959)
Adjustment to reconcile net loss to net cash used in operating
activities:
Depreciation 19,960 904
Amortization of debt discount on notes payable 70,000 14,029
Accrued incentive stock grant 332,600 --
Gain on forgiveness of accounts payable (151,995) (18,498)
Gain on sale of equipment -- (42,000)
Stock issued for services 24,500 266,065
Employee stock based compensation -- 546,881
Stock issued for compensation -- 125,750
Interest expense accrued in connection with warrants for debt
discount -- 7,333
Provision for sales returns 486,898 348,177
Bad debt expense 4,109 --
Changes in Operating Assets and Liabilities:
Accounts receivable (492,682) (368,605)
Inventory (88,230) 5,785
Prepaid expenses and other current assets (10,789) 171,862
Accounts payable 151,487 (73,407)
Accounts payable and accrued expenses to related parties (427,672) (173,722)
Accrued expenses (15,763) (150,371)
Accrued compensation 210,997 315,215
Accrued interest - senior notes payable - related parties -- 50,000
Accrued interest - stockholder loans 350,763 14,265
Accrued interest - other note payable -- 11,450
------------ ------------
Net Cash Used in Operating Activities (1,932,719) (727,846)
------------ ------------
Cash Flow From Investing Activities:
Purchase of equipment and furniture (442) --
Proceeds from sale of equipment and furniture -- 42,000
------------ ------------
Net Cash Provided by (Used in) Investing Activities (442) 42,000
------------ ------------
Cash Flow From Financing Activities:
Net proceeds from issuance of common stock 1,604,237 533,875
Reimbursement of, (payments for) deferred offering costs 346,243 (57,025)
Proceeds from secured convertable notes 63,580 --
Repayment of stockholder loan (35,000) --
Payment of note payable (17,000) (6,000)
Payment of Series B Advances (23,080) --
Proceeds of related party advances - net (13,000) --
Proceeds from underwriter advance-related party 200,000 --
Repayment of underwriter advance-related party (200,000) --
Proceeds from related party advances -- 160,000
Repayment of related party advances -- (160,000)
------------ ------------
Net Cash Provided by Financing Activities 1,925,980 470,850
Decrease in Cash and Cash Equivalents (7,181) (214,996)
Cash and Cash Equivalents at Beginning of Year 277,649 270,468
------------ ------------
Cash and Cash Equivalents at End of Year $ 270,468 $ 55,472
============ ============

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

F-5

NUVIM, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2005 and 2006

Preferred Stock Preferred Stock
Series A Series C
------------------------------ ------------------------------
Shares Amount Shares Amount
------------- ------------- ------------- -------------

Balance at December 31, 2004 4,875,850 $ 49 3,623,000 $ 36
Common stock issued in payment of convertible
promissory notes-related parties
Common stock issued in payment of
accrued salaries
Common stock issued in payment of senior notes
payable related parties
Common stock issued in payment of stockholder
loans, subordinated convertible promissory notes
payable and accrued interest
Common stock issued in payment of
advances-realted party
Common stock issued in payment of accounts
payable
Common stock issued upon conversion of
convertible promissory notes-related party
Common stock issued, conversion of Series A
preferred stock (4,875,850) (49)
Common stock issued, conversion of Series C
preferred stock (3,623,000) (36)
Commmon stock and Warrants issued in payment
for media campaign
Warrants issued in connection with secured
convertible notes
Issuance of common stock, initial public
offering
Net loss for the year ended December 31, 2005
------------- ------------- ------------- -------------
Balance at December 31, 2005 -- -- -- --
Stock sold to accredited investors, net
Stock issued for services
Stock cancellation for services not rendered
Stock issued for accounts payable
Stock issued for accrued compensation
Stock issued for accrued compensation
Stock issued for secured convertible
promissory notes
Stock issued for stockholder loans
and accrued interest
Stock issued for purchase of Nuvim Powder, LLC
Employee stock based compensation
Stock issued for employee compensation
Warrants issued for note
extension - senior notes payable
Warrants issued for note
extension - other notes payable
Warrants issued for services
Net Loss
------------- ------------- ------------- -------------
Balance at December 31, 2006 -- $ -- -- $ --
============= ============= ============= =============

Common Stock Additional Total
----------------------------- Paid-In Accumulated Shareholders'
Shares Amount Capital Deficit Deficit
------------- ------------- ------------- ------------- -------------

Balance at December 31, 2004 414,073 $ 4 $ 8,377,140 $ (17,848,159) $ (9,470,930)
Common stock issued in payment of convertible
promissory notes-related parties 461,700 5 6,141,522 $ 6,141,527
Common stock issued in payment of
accrued salaries 250,696 3 593,747 593,750
Common stock issued in payment of senior notes
payable related parties 250,000 2 499,998 500,000
Common stock issued in payment of stockholder
loans, subordinated convertible promissory notes
payable and accrued interest 88,882 1 118,113 118,114
Common stock issued in payment of
advances-realted party 23,000 69,000 69,000
Common stock issued in payment of accounts
payable 197,031 2 251,404 251,406
Common stock issued upon conversion of
convertible promissory notes-related party 245,000 2 244,998 245,000
Common stock issued, conversion of Series A
preferred stock 88,732 1 48 --
Common stock issued, conversion of Series C
preferred stock 65,881 1 35 --
Commmon stock and Warrants issued in payment
for media campaign 250,000 3 249,997 250,000
Warrants issued in connection with secured
convertible notes 17,366 17,366
Issuance of common stock, initial public
offering 2,700,000 27 1,604,237 1,604,264
Net loss for the year ended December 31, 2005 (2,396,902) (2,396,902)
------------- ------------- ------------- ------------- -------------
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 9 272,056 272,065
Stock cancellation for services not rendered (17,142) (6,000) (6,000)
Stock issued for accounts payable 331,453 3 110,581 110,584
Stock issued for accrued compensation 854,455 9 355,532 355,541
Stock issued for accrued compensation 392,188 4 125,746 125,750
Stock issued for secured convertible
promissory notes 335,000 3 66,997 67,000
Stock issued for settlement of stockholder
loans and accrued interest 290,614 3 96,183 96,186
Stock issued for purchase of Nuvim Powder, LLC 450,000 3 89,997 90,000
Employee stock based compensation 546,881 546,881
Stock issued for employee compensation 218,750 1 43,749 43,750
Warrants issued for note
extension - senior notes payable 44,000 44,000
Warrants issued for note
extension - other notes payable 8,500 8,500
Warrants issued for services 34,000 34,000
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)
============= ============= ============= ============= =============

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

F-6

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 $2,396,902 and $1,778,959 for the
years ended December 31, 2005 and 2006, respectively. Management also expects
operating losses to continue in 2007. The Company's continued existence is
dependent upon its ability to secure adequate financing to fund future
operations and commence profitable operations. To date, the Company has
supported its activities through equity investments, the sale of common stock,
and a line of credit through a bank of $50,000 of which there is currently none
used. During 2006, the Company addressed these concerns by selling common stock
to raise approximately $534,000, settling approximately $274,000 of principal
and interest on note and supplier debt with common stock, and issuing stock
worth approximately $266,000 to secure services. In addition, during 2006 the
Company has negotiated extended terms on approximately $987,000 of notes
payable, stockholder loans, and accrued interest until January 2009. To date the
Company has already raised an additional gross amount of 721,800 through stock
sales.

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.

F-7

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, 2005 and 2006, these
allowances approximated $27,700 and $26,100, respectively. No bad debt expense
was incurred in 2006 as all allowances represented sales returns or promotional
allowances compared to approximately $4,100 for the year ended December 31,
2005.

C. Inventories

Inventories, which are predominantly raw materials, 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 is not effective as it is still under review by
the Securities and Exchange Commission, (SEC). Upon the SEC declaring the
registration statement effective, these costs will be reclassified as a
reduction to additional paid in capital. In the event it is not declared
effective, such costs will be charged to operations.

The Company incurred deferred costs incurred in connection with an initial
public offering of its common stock. Amounts deferred were offset against the
gross proceeds (recorded as additional paid in capital) upon consummation of the
offering on June 24, 2005.

F-8

E. Debt Extinguishments

The Company accounts for debt extinguishments in accordance with Financial
Accounting Standards Board Statement 15 "Accounting by Debtors and Creditors for
Troubled Debt Restructurings". Related party debt extinguishments are recorded
as increases to additional paid in capital in accordance with Accounting
Principles Board Opinion 26.

F. 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.

G. 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".

H. 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, 2005 and
2006, freight-out costs approximated $251,000 and $270,000, respectively, and
have been recorded in selling, general and administrative expenses.

I. 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).

J. Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123R (revised 2004),
"Share-Based Payment" which revised Statement of Financial Standards No. 123,
"Accounting for

F-9

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

The initial adoption of SFAS 123R on January 1st, 2006 did not have a
significant effect on the Company's operations. The implementation of SFAS No.
123R has the following effect on the statement of operations for the year ended
December 31, 2006:

Per Share
---------
Increase in selling, general and administrative
expense $ 547,000 $ .19
Stock based compensation before income taxes 547,000 .19
Income tax benefit -- --
---------- ---------
Stock based compensation after income taxes $ 547,000 $ .19
========== =========

For the 2005 year, the Company accounted for its employee incentive stock option
plans using the intrinsic value method in accordance with the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." (See Note 18E for pro forma
disclosures for 2005)

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

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

The fair value for options issued prior to January 2006 was estimated at the
date of grant using a Black-Scholes option-pricing model. The risk free rate was
derived from the U.S. Treasury yield curve in effect at the time of the grant.
The volatility factor was determined based on a comparison to companies with
similar characteristics. The Black-Scholes option-pricing model was developed
for use in estimating the fair value of traded options that have no vesting
restrictions and are fully transferable. In addition,

F-10

option-pricing models require the input of highly subjective assumptions
including the expected stock price volatility. Because the Company's employee
stock options have characteristics significantly different from those of traded
options and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion the existing models do
not necessarily provide a reliable single measure of the fair value of employee
stock options.

K. 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, 2005 and 2006,
advertising and promotion expense was approximately $477,000 and $268,000,
respectively.

L. 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."

M. 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.

N. 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, 2006, the Company had warrants outstanding to purchase 7,522,514
shares of common stock (see note 18D) and employee

F-11

stock options to purchase 2,628,647 shares of common stock outstanding (see note
18E) which are not included in the calculation.

O. 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, 2005 and December 31, 2006 the Company has not
recognized any impairment charges for long lived assets.

P. 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 four customers during the year ended December 31, 2005 approximated
21%, 14%, 11% and 10% 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, 2005 approximated 35%,
13%, 12% 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, 2005 and 2006, manufacturing costs of approximately
$217,500 and $208,000 were incurred at this vendor. There was no amount due to
this vendor at December 31, 2005 and 2006.

See note 21a for other purchase concentrations.

Q. 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.

F-12

R. Recent Accounting Pronouncements

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

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

The FASB issued FASB Interpretation No. 47 ("FIN 47"), "Accounting for
Conditional Asset Retirement Obligations" in March 2005. FIN 47 clarifies that
an entity must record a liability for a conditional asset retirement obligation
if the fair value of the obligation

F-13

can be reasonably estimated. This Interpretation also clarifies the
circumstances under which an entity would have sufficient information to
reasonably estimate the fair value of an asset retirement obligation. This
Interpretation is effective no later than the end of fiscal years ending after
December 15, 2005. This guidance did not have a material affect on the Company's
financial statements.

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

T. 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.

U. Reclassifications

Certain reclassifications were made to the presentation of the 2005 financial
statements in order to conform to the 2006 financial statements. Such
reclassifications had no effect on the prior year's results of operations.

NOTE 3 - INITIAL PUBLIC OFFERING

In June 2005, the Company completed an initial public offering ("IPO") selling
2,700,000 units at a price of $1.00 per unit to the public. Each unit consisted
of one share of common stock, one Class A redeemable public warrant to purchase
one share of common stock, and one Class B non-redeemable public warrant to
purchase one share of common stock. The net proceeds from the sale of the
2,700,000 units were approximately $1,604,000 after deducting the underwriting
discount and offering expenses.

The common stock and Class A and Class B public warrants traded only as a unit
until July 21, 2005 when the unit separated, after which the common stock, the
Class A public warrants and the Class B public warrants began trading
separately.

Class A public warrants . The Class A public warrants included in the units
became exercisable on July 21, 2005. The exercise price of a Class A public
warrant is $1.50. The Class A public warrants expire on June 20, 2010, the fifth
anniversary of the effective date of the IPO.

The Company has the right to redeem the Class A public warrants at a redemption
price of $0.25 per warrant, subject to adjustment in the event of stock splits,
reverse stock splits and other similar events of recapitalization. The
redemption right arises if the last reported sale price of the Company's common
stock equals or exceeds $2.00 for five consecutive trading days ending prior to
the date of the notice of redemption. The Company is required to provide 30 days
prior written notice to the Class A public warrant holders of the Company's
intention to redeem the warrants.

Class B public warrants . The Class B public warrants included in the units
became exercisable on July 21, 2005. The exercise price of a Class B public
warrant is $2.00. The Class B public warrants expire on June 20, 2010, the fifth
anniversary of the closing of the IPO. The Company does not have the right to
redeem the Class B public warrants.

F-14

Underwriters warrants . The Company issued a warrant to purchase 270,000 shares
of common stock in connection with the offering. The exercise price of the
underwriter's warrants is $1.20. The warrant expires on June 20, 2010, the fifth
anniversary of the closing of the IPO.

NOTE 4 - DEBT EXTINGUISHMENTS CONCURRENT WITH INITIAL PUBLIC OFFERING

On June 24, 2005, the Company issued 1,116,611 shares of common stock in payment
of notes payable, accrued interest, accounts payable, and accrued salaries due
to executive officers at a debt conversion value per share of $1.00 to $13.00.
The debt conversion transactions were contingent on the Company completing a
public offering of its common stock. The shares issued were subject to lock-up
agreements with the Company's underwriter of six months to one year. The fair
market value of the shares issued is assumed to be equal to the initial public
offering price of one "Unit" in the initial public offering completed on June
24, 2005. The amount of indebtedness extinguished in excess of the fair value of
shares issued was recorded as gain on extinguishment of debt in accordance with
the provisions of SFAS No. 15, Accounting by Debtors and creditors for Troubled
Debt Restructurings. The amount of related party indebtedness extinguished in
excess of the fair value of shares issued was recorded as additional paid in
capital in accordance with APB 26, paragraph 20. The table below summarizes debt
extinguishments consummated concurrently with the initial public offering of the
Company's common stock.

Excess of
Extinguished Debt
Over Fair Value
---------------------------
Debt Additional
Shares Fair Extin- Paid In
Issued Value guishment Capital Gain
------------ ------------ ------------ ------------ ------------

Senior secured notes-related parties 461,700 $ 461,700 $ 6,141,527 $ 5,679,827 $ --
Accrued salaries 250,696 250,696 593,750 343,054 --
Senior secured notes payable-related
parties 250,000 250,000 500,000 250,000 --
Subordinated notes payable
and accrued interest 88,882 88,882 266,639 95,899 81,858
Related party advances 23,000 23,000 69,000 46,000
Accounts payable 42,333 42,333 109,000 -- 66,667
------------ ------------ ------------ ------------ ------------
Total 1,116,611 $ 1,116,611 $ 7,679,916 $ 6,414,780 $ 148,525
============ ============ ============ ============ ============

F-15

NOTE 5 - INVENTORY

Inventory consists of the following:

December 31,
-----------------------
2005 2006
---------- ----------
Raw materials $ 93,665 $ 60,911
Work In Progress 22,087 --
Finished goods 56,962 106,018
---------- ----------
Total $ 172,714 $ 166,929
========== ==========

NOTE 6 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid Expenses and Other Current Assets consists of the following:

December 31,
-----------------------
2005 2006
---------- ----------
Prepaid Advertising $ 250,000 $ 141,250
Prepaid Insurance 51,730 41,303
Debt Financing Costs 13,259 --
Other Prepaids and
Advance Payments 13,926 8,500
---------- ----------
Total $ 328,915 $ 191,053
========== ==========

The Advertising program began in January 2006, the amount is being
expensed as the advertising occurs or is broadcast thoughout 2007.

F-16

NOTE 7 - EQUIPMENT AND FURNITURE

Equipment and furniture consists of the following:

December 31,
------------------------
2005 2006
---------- ----------
Equipment $ 155,431 $ --
Furniture and fixtures 54,964 54,964
---------- ----------
210,395 54,964
Less: accumulated depreciation (208,893) (54,366)
---------- ----------
Equipment and furniture, net $ 1,502 $ 598
========== ==========

Depreciation expense for years ended December 31, 2005 and 2006 was $19,960 and
$904, respectively.

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

NOTE 8 - SENIOR NOTES PAYABLE - RELATED PARTIES

On July 26, 2004, the Company entered into a loan agreement with a stockholder
of the Company who is also a Company spokesperson, and one of the Company's
directors. The loan agreement provided for borrowings up to $1,000,000 in the
form of Senior Notes Payable issued in four tranches, each of which was
conditioned upon completion of specified actions or events. As of December 31,
2004, the Company had received the full amount of $1,000,000 under the
agreement. The loan accrues interest at 12% per annum, unless it is in default,
in which case the interest increases to 18%. The loan is secured by all of the
assets of the Company, and certain Company creditors were required to execute
subordination agreements in favor of the lenders. The principal and accrued
interest were originally due and payable on the earlier of the consummation of
an initial public offering or January 1, 2005. The notes were not paid as of
January 1, 2005 which constituted an event of default under the agreement. Under
an event of default, the lenders had the right to, but did not make, a demand
for payment of the notes. In May 2005, the note holders agreed to convert
outstanding principal of $500,000, into 250,000 shares of common stock, upon
completion of the initial public offering of the Company's common stock on June
24, 2005. The holders of the notes agreed not to sell shares of stock received
in the transaction for a period of six months after the initial public offering.
The note holders also agreed to extend the maturity of the remaining notes
aggregating $500,000 and all accrued interest thereon to November 2006, bearing
interest at 12%.

Also in 2006, both holders agreed to extend the maturity of the $500,000 Note
and all the unpaid interest thereon until January 15, 2009 in consideration of
each receiving

F-17

warrants to purchase 100,000 shares of common stock for $0.35 per share until
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 note
extension period of 26 months.

The Company has recorded $97,514 and $50,000 as interest expense on the notes in
2005 and 2006, respectively. Accrued interest was $119,160 at December 31, 2005
and $169,160 at December 31, 2006.

As an additional condition of the loan agreement, the Company entered into a
second amended services agreement with the spokesperson. In connection with the
second amended services agreement, the Company issued 30,000 shares of common
stock, a warrant to purchase $650,000 of common stock, and a warrant to acquire
up to 9.9% of the Company's common stock under certain conditions. The common
stock issued, and stock underlying the warrants were to be forfeited by the
spokesperson if obligations under the service agreement were not met. Therefore,
no performance commitment had been met, as of December 31, 2005 and 2006, and no
value had been recorded for the shares and warrants in accordance with EITF No.
96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees
for Acquiring, or In Conjunction with Selling Goods or Services.

The warrant issued to the spokesperson to acquire up to 9.9% of the total
fully-diluted issued and outstanding common stock of the Company under certain
circumstances see note 18 E.) was deemed to have no value. The warrant allowed
the holder, to acquire an additional number of shares of Common Stock, to bring
his total holdings to 9.9%, after the consummation of an initial public offering
of its common stock, at the initial public offering price, after deducting any
existing equity holdings at that date. After the completion of the Company's
initial public offering of its common stock on June 24, 2005, it was determined
that no shares were issueable under the warrant as the spokesperson owned
greater than 9.9%.

As an additional condition to the loan agreement the Company issued a
convertible note in lieu of payment of past due fees (see note 12). The loan
agreement also required the formation of NuVim Powder LLC, of which the Company
spokesperson was given a 12.5% ownership interest. During 2005 NuVim Powder LLC
was an inactive company. In 2006, the Company acquired the spokesperson's
interest in NuVim Powder LLC for 225,000 shares of common stock. (See Note 18L)

The spokesperson and one of the Company's directors participated in the loans
under the agreement equally. In 2004, the spokesperson and Company Director
entered into an agreement providing for an equal share in the warrants and
ancillary agreements issued in connection with the loan agreement. Therefore,
the Company Director was given a 12.5% interest in the NuVim Powder Company and
a 50% interest in both of the warrants issued in connection with the loan
agreement and second amended services

F-18

agreement. In 2006, the Company acquired this interest in NuVim Powder LLC for
225,000 shares of common stock as well. (see note 18L)

NOTE 9 - DEMAND NOTE PAYABLE - BANK

In 2001 the Company issued a note payable to a bank which was due on demand with
interest due monthly at the LIBOR Index plus 1.25% (3.53% at December 31, 2004).
The note was secured by all of the assets of the Company and guaranteed by a
stockholder. The Company had not paid monthly interest due on the note since
March 31, 2003 and was in default of the loan terms as of December 31, 2004. In
May of 2005, the loan and all unpaid interest thereon was assigned to the
guarantor by the lender. The guarantors agreed to exchange the $2,500,000
principal balance, accrued interest thereon, aggregating $179,498, and
$3,462,029 of outstanding principal and interest on Senior Convertible
Promissory Notes due to them in exchange for 461,700 shares of common stock, see
notes 4 and 11. The $5,679,827 excess of the amount of related party
indebtedness extinguished in excess of the fair value of shares issued was
recorded as additional paid in capital in accordance with APB 26.

Interest expense on the demand note was $49,558 for the year ended December 31,
2005.

NOTE 10 - SECURED CONVERTIBLE PROMISSORY NOTES PAYABLE

On December 23, 2005 the Company issued Secured Convertible Promissory Notes,
due June 24, 2006. The notes have a face amount aggregating $67,600, and were
discounted for the first six months of interest, resulting in net proceeds of
$63,580. The notes bear interest at a rate of 12% annually, and 18% annually
upon an event of default. Upon an event of default each note holder has the
option to convert the principal and accrued interest due, in whole or in part,
into a number of shares of common stock calculated by dividing the amount of
debt and accrued interest by $.40 per share. The notes are redeemable prior to
maturity at 110% of their face value and are collateralized by all the assets of
the Company. The Company calculated the value of the beneficial conversion and
determined it was insignificant to these financial statements.

The Company also issued warrants to purchase 67,600 shares of common stock to
the note holders and 24,950 shares of common stock to the placement agent. The
warrants have a three and five year term, respectively and are exercisable at
$.40. Upon an event of default, the Company has agreed to issue 33,800
additional warrants to the investors at an exercise price of $.375 and adjust
the exercise price on the existing 67,600 warrants to $.375. The $11,200 value
of the warrants for 67,600 shares was recorded as debt discount and was
amortized over the six month term of the notes. Additionally, the Company
recorded the $6,165 fair value of the warrant issued to the placement agent and
$7,630 in fees paid to the placement agent as debt issuance costs which were
amortized over the life of the note. The Company recognized $15,221

F-19

and $1,128 in interest expense, including amortization of discounts and fees
related to the notes, in 2005 and 2006, respectively.

In the second quarter of 2006, all of the notes were converted into a total of
335,000 shares of common stock and the warrants, other than the placement agent
warrants, were cancelled.

NOTE 11 - SENIOR CONVERTIBLE PROMISSORY NOTES PAYABLE - RELATED PARTY

Senior notes payable related party consisted of a series of notes aggregating
$2,480,000 issued to a group of related investors in the Company's common and
preferred stock, and guarantor of the Demand Note Payable - Bank. The notes bore
interest at a rate of 8% annually, and 14% annually upon an event of default.
Each note holder had the option to convert the principal and accrued interest
due, in whole or in part, into a number of shares of Series C preferred stock
calculated by dividing the amount of debt and accrued interest by $.20 per
share. The notes were collateralized by all the assets of the Company. The notes
had maturity dates from December 31, 2004 to September 3, 2005, and were in
default at December 31, 2004. In May of 2005, the noteholders agreed to accept
461,700 shares of common stock in full settlement of $2,480,000 in principal and
$982,029 in accrued interest due on the Senior Convertible Promissory Notes, and
$2,679,498 of Unpaid principal and accrued interest on the Demand Note Payable -
Bank (see note 4&9). The $5,679,827 excess of the amount of related party
indebtedness extinguished in excess of the fair value of shares issued was
recorded as additional paid in capital in accordance with APB 26.

Interest expense related to the notes was $168,778 for the year ended December
31, 2005. No expense was incurred in 2006.

NOTE 12 - CONVERTIBLE PROMISSORY NOTE - RELATED PARTY

On July 26, 2004, The Company issued a convertible promissory note in the amount
of $175,000 in payment of accounts payable owed to the Company spokesperson and
in consideration for his forbearance until a "maturity date," as defined in the
note. The note accrued interest at the rate of 10% per annum until its original
maturity date of January 1, 2005, and 15% thereafter. The note was automatically
convertible into $245,000 of common stock or unregistered units identical to the
units sold at the initial public offering price, provided the offering was
consummated on or before June 30, 2005 (original date of December 31, 2004 was
previously extended by agreement to March 31, 2005 and subsequently to April 30,
2005 and June 30, 2005). If the offering did not occur by June 30, 2005, the
convertible note became convertible into $245,000 of common stock, at the option
of the holder, at the conversion price of $1.00 per share, subject to certain
contingencies defined in the Services Agreement. In accordance with EITF 98-5,
"Accounting for Convertible Securities with Beneficial Conversion Features on
Contingently Adjustable Conversion Ratios," the Company had not recorded the

F-20

beneficial conversion feature of the note as of December 31, 2004, because its
terms change based on the occurrence of future events outside the control of the
holder of the convertible note. The note automatically converted into 245,000
shares of common stock upon the closing of the Company's initial public offering
of common stock on June 24, 2005. Accordingly, $49,753 related to the beneficial
conversion was recorded as interest expense at that date.

NOTE 13 - STOCKHOLDER LOANS - SUBORDINATED CONVERTIBLE PROMISSORY NOTES

Stockholder Loans - Subordinated Convertible Promissory Notes consists of a
series of identical notes issued on September 13, 2002 in replacement of
outstanding demand notes, issued in June 2001, of the same principal amount. The
notes had a maturity date of December 31, 2002, based on certain factors and
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.

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. The notes were in
default as of December 31, 2002. However, in May of 2005, the holders of notes
aggregating $225,000 that remain outstanding as of December 31, 2005, agreed to
not demand payment until a public offering of the Company's common stock,
subsequent to the initial public offering, or the Company achieving $1,000,000
in profits.

In April 2005, two holders of the Company's subordinated convertible promissory
notes agreed to convert outstanding principal and accrued interest at April 30,
2005, aggregating $179,813, into 59,939 shares of common stock, if the Company
completed an initial public offering of its common stock. The holders of the
notes agreed not to sell shares of stock received in the transaction for a
period of six months after the initial public offering.

In May 2005, three holders of the Company's subordinated convertible promissory
notes agreed to convert outstanding accrued interest at April 30, 2005,
aggregating $86,826, into 28,943 shares of common stock, and to extend the
maturity date of notes with an aggregate principal balance of $200,000 to the
earlier of a public offering of the Company's common stock subsequent to the
initial public offering or the Company generating an annual profit of
$1,000,000. The holders of the notes agreed not to sell the shares of stock
received in the transaction for a period of six months after the initial public
offering.

In April 2005, one holder of the Company's subordinated convertible promissory
notes agreed to forgive $10,671 of interest accrued on his note, if the Company
pays the

F-21

$25,000 outstanding principal balance of the note out of the proceeds of a
public offering of its common stock subsequent to this initial public offering.
The holder has agreed not to sell the shares received in the transaction for a
period of six months after the initial public offering.

In July 2005, the Company paid $35,000 in principal and $11,340 in accrued
interest due on one of the notes.

In June 2006, one holder agreed to convert his $25,000 note and approximately
$12,600 of unpaid interest into approximately 108,000 shares of common stock.

In December 2006, one holder agreed to convert his $50,000 note and
approximately $8,500 of unpaid interest into approximately 183,000 shares of
common stock.

Interest expense on stockholder loans was $33,877 and $17,000 for the years
ended December 31, 2005 and 2006, respectively. Accrued interest payable was
$28,691 and $21,770 as of December 31, 2005 and 2006, respectively.

NOTE 14 - ACCRUED COMPENSATION

Accrued compensation consists of unpaid salary and incentive stock grants to be
issued to certain officers of the Company. Compensation expense related to
accrued and unpaid salary and bonus approximated $420,100 and $336,024 for the
years ended December 31, 2005 and 2006, respectively. In 2005, three executive
officers converted accrued salaries owed to them through May 31, 2005,
aggregating $593,750, into 250,696 shares of common stock, concurrently with the
public offering the Company's common stock. The executive officers agreed not to
sell the shares of stock received in the transaction for a period of six months
after the initial public offering.

The Company has recorded the $343,054 excess of the accrued salaries settled
over the fair value of the stock issued as additional paid in capital in
accordance with APB 26, paragraph 20.

During 2005, three executives agreed to allow the Company to defer payment of a
portion of their salaries, aggregating $87,500 until December 31, 2005. At
December 31, 2005 the executives agreed to extend payment of the salaries until
January, 2007, and the Board agreed that if the executives and the board
mutually agree to convert their salary into restricted common stock in the
future, it will not be at a value higher than the fair value of similar equity
instruments at December 31, 2005, which is estimated to be $0.20. In December
2006, one of the executives agreed to accept approximately 218,750 shares of
stock in lieu of a total of about $43,750 of unpaid compensation and agreed not
to sell the shares before January 2008.

The Company did not adopt a cash bonus plan in 2005. In March of 2006, the Board
of Directors authorized the compensation committee to grant an aggregate of
746,500

F-22

shares of unregistered stock to four executives as an incentive and in lieu of a
2005 bonus plan. The Company has recorded the stock grant as accrued
compensation in 2005 at a value of $332,600 based on the quoted market price of
a share of common stock at December 31, 2005 in accordance with APB Opinion 25.
When these shares are issued, the liability and stockholders deficit will be
reduced. These shares were issued and recorded during 2006.

The Company did adopt a bonus plan for 2006. Under the plan, one executive was
awarded a bonus of $157,750. In December 2006, he agreed to accept 492,188
shares of common stock in lieu of cash payment of his bonus. He also agreed to
not sell the shares before January 2008. During December 2006, 392,188 shares
were issued to him as partial payment of his 2006 bonus. The remaining accrued
bonus at December 31, 2006 is $32,000. The remaining accrued bonus was also
settled for stock in 2007.

NOTE 15 - 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, 2006 and 2005 is $18,920.

NOTE 16 - RELATED PARTY ADVANCES

Related party advances consist of short term advances that are due to the lender
on demand. At December 31, 2004, the balance consisted of $20,000 due to the
Company's underwriter and $62,000 due to an executive officer of the Company.
The amount due to the underwriter accrued interest at 10% per annum. The amount
due to the executive officer did not accrue interest. During 2005, an additional
$31,000 was advanced to the Company by the officers of the Company. Also in 2005
one officer

F-23

agreed to accept 23,000 shares of common stock in settlement of $69,000 of
advances, and remaining advances of $24,000 were repaid. The $46,000 excess of
the debt retired over the fair market value of the common stock issued was
recorded as additional paid in capital in accordance with APB 26, paragraph 20
(see note 4).

Additionally, In May 2005, the Company borrowed $200,000 from the investment
bank that managed the initial public offering of its common stock. The note was
payable upon the closing of the stock offering if closed by May 31, 2005, or on
demand thereafter. The note did not bear any interest and was repaid upon
closing of the initial public offering on June 24, 2005.

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
and ending in December when the advances were fully repaid. The officer was also
paid approximately $1,600 in interest that was accrued at 8%.

NOTE 17 - 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. On August 20, 2004, the
Company agreed to pay $30,000 and issue two promissory notes for $120,000 and
$30,000, respectively, payable the earlier of the consummation of the proposed
public offering or February 5, 2005, in payment of past due accounts payable of
$240,000. The notes bore interest at 5% and default interest at 7%. The Company
recognized a gain on the extinguishment of this debt in the amount of
approximately $60,000 during the year ended December 31, 2004. The notes had not
been paid as of their respective maturity dates. Therefore, on February 3, 2005
the Company agreed to issue a replacement $150,000 demand note, payable upon the
earlier of a demand by the lender or an initial public offering of the Company's
common stock. In June 2005, the holder of the note agreed to defer payment to
the next financing completed by the Company after the initial public offering,
provided the Company make a $5,000 payment upon an initial public offering of
common stock and pays $2,000 each month thereafter. The Company paid $17,000 and
$6,000 under the agreed payment schedule during 2005 and 2006, respectively.
During 2006, this note and accrued interest was again refinanced with the
Company recognizing a gain on debt extinguishment of $7,000. The new note has a
principal balance of $120,000 as of December 31, 2006 with an interest rate of
8% per annum. Interest expense related to the note was $11,925 and $11,450 for
2005 and 2006, respectively. Accrued interest was $14,467 and $25,917 at
December 31, 2005 and 2006.

The holder agreed to extend payment of the remaining balance of $120,000 and all
interest due there on until January 2009. In consideration for this note
extension, the Company issued warrants to purchase 50,000 shares of common stock
for $.35 per share and was valued at $8,500 and recorded as debt discount and is
being amortized over the note extension period of 30 months. This warrant
expires in 2015.

F-24

NOTE 18 - 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.

B. Preferred Stock Series A

In November 2000, the Company completed a private offering for the sale of
4,875,850 shares of Series A convertible preferred stock for $4,875,850. The
gross proceeds of this offering were reduced by $527,975 of placement agent
fees, legal fees and expenses incurred in connection with the private offering,
paid to a preferred stockholder. In connection with the private offering of
Series A convertible preferred stock, the Company issued to the placement agent,
who is a preferred stockholder and its representatives, warrants to purchase
17,730 shares of common stock.

Each 55 shares of Series A convertible preferred stock is convertible into one
share of common stock, at any time by the holder or automatically in the event
of a merger or firmly underwritten public offering of common stock and is
subject to anti-dilution provisions as defined in the instrument. Series A
convertible preferred stock votes on an as converted basis with common stock,
except as required by law. Holders of the Series A convertible preferred stock
are entitled to preferential non-cumulative dividends payable at the discretion
of the Board of Directors and have preference in liquidation of $1.00 per share.
No dividends were declared during any periods presented in these Financial
Statements.

The Series A preferred stock holders voted to convert their shares to common
stock upon effectiveness of the Company's initial public offering of its common
stock on June 21, 2005. There are no shares of Series A preferred stock
outstanding as of December 31, 2005 or 2006.

C. Preferred Stock Series C

In November 2002 and January 2003, the Company completed a private offering for
the sale of 3,523,000 and 100,000 shares, respectively, of Series C convertible
preferred stock for a total of $724,600, including $568,600 of advances from the
rescinded offering of Series B convertible preferred stock. The gross proceeds
of this offering were reduced by approximately $240,000 of placement agent fees,
legal fees and expenses incurred in connection with the private offering, paid
to a preferred stockholder.

Each 55 shares of Series C convertible preferred stock is convertible into one
share of common stock, at any time by the holder, or automatically in the event
of a merger or

F-25

public offering of common stock and is subject to anti-dilution provisions as
defined in the instrument. Series C convertible preferred stock votes on an as
converted basis with common stock. Holders of the Series C convertible preferred
stock are entitled to preferential non-cumulative dividends payable at the
discretion of the Board of Directors and have preference in liquidation of $.20
per share. No dividends were declared during any periods presented in these
financial statements.

The Series C preferred stock, with respect to dividend rights, rights on
liquidation, winding up and dissolution, ranked pari pasu with the Company's
Series A preferred stock to the extent set forth in the amended and restated
Certificate of Incorporation.

The Series C preferred stock holders voted to convert their shares to common
stock upon effectiveness of the Company's initial public offering of its common
stock on June 21, 2005. There are no shares of Series C preferred stock
outstanding as of December 31, 2005 or 2006.

D. Warrants

The following is a summary of warrants outstanding at December 31, 2006:

Number of Shares
Issue Date Expiration Date of Common Stock Price Basis for Warrant Issuance
----------- --------------- ---------------- --------- -------------------------------------

11/01/00 11/01/07 8,714 $ 55.00 Placement Agent Class A Prefd (a)
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
----------------
7,522,514
================

F-26

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

E. 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 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, 2004 15,316 $ 19.38
Cancelled (17,500) $ 24.25
Issued 1,645,500 .92
------------
Outstanding December 31, 2005 1,643,316 $ 1.01
Cancelled (954,669)
Issued 1,940,000 .32
------------
Outstanding at December 31, 2006 2,628,647 $ .58
============
Exercisable at December 31, 2004 13,116 $ 14.04
============
Exercisable at December 31, 2005 1,150,816 $ 1.01
============
Exercisable at December 31, 2006 2,465,318 $ .58
============

Grant date fair value per option of options issued in:

2005 - $ .76
========
2006 - $ .26
========

F-27

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, 2005 and December 31, 2006, respectively.

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

Weighted-
Weighted- Average
Averag Remaining
Fair Contractual
Number of Value at Term
Shares Grant Date (in years)
------------ ------------ ------------

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

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, 2006, Pro-forma information regarding net loss required by SFAS
No. 123 and has been estimated at the date of grant using the fair value method
with the following assumptions:

F-28

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 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.

For the Year Ended
December 31, 2005
------------------

Net loss - as reported $ (2,396,902)
Less: stock compensation reported in the financial
statements under an intrinsic value method --
Add: total stock based employee compensation expense
determined under fair value based methods (794,276)
Net loss - pro forma $ (3,191,178)
Net loss attributable to common stockholders per share:
Basic and diluted net loss per share as reported $ (0.82)
Pro forma and diluted basic loss per share $ (1.09)

F. Sales for Cash

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

F-29

500,000 shares of NuVim's common stock for $100,000.

All of the cash was used for working capital.

G. Common Stock Issued for Services

On November 3, 2005 the Company issued 250,000 shares of common stock and a
warrant to purchase 250,000 shares of common stock at $1.50 and 250,000 shares
of common stock at $2.00 with terms substantially the same as its Class A and
Class B warrants, in payment for a one year media advertising program. The fair
value of the advertising program was readily determinable as $250,000.
Therefore, the company recorded prepaid advertising and additional paid in
capital of $250,000 at December 31, 2005 in accordance with EITF Issue No.
96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods and Services".

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.

F-30

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.

H. Stock Issued for Trade Debt

On November 3, 2005 the Company issued 50,000 shares of common stock in payment
of outstanding legal fees of $105,794 incurred in connection with the Company's
initial public offering of common stock. The fees were originally recorded as a
reduction of the net proceeds of the Company's initial public offering of common
stock. Therefore, the excess of the amount of accounts payable over the fair
market value of common stock issued of $83,294 was recorded as an increase in
paid in capital. The Company also issued 20,000 shares as payment for legal fees
for the third and fourth quarter of 2005 at a fair value of $6,000.

On November 3, 2005 the Company issued 34,697 shares of common stock at fair
value in payment of outstanding legal fees aggregating $15,614.

On November 3, 2005 the Company issued 50,000 shares of common stock at fair
value as compensation for the Company's corporate secretary for the six month
period ended December 31, 2005.

During 2005, the Company issued 42,334 shares of common stock for past due trade
debt valued at $109,000.

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.

I. Common Stock issued for Executive Compensation

F-31

the Vice-President of Sales, and 120,000 to Paul J. Young, until April 1, 2006
the Vice President of Operations and now a member of the Advisory Board. All are
accredited investors who have agreed in writing that they are accepting the
shares for investment purposes and will not sell the shares until after May 1,
2007.

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 Michael Vesey agreed, in connection with his resignation, to
accept 98,955 shares of NuVim common stock in payment of accrued salary of
$19,791. In addition, he accepted 85,000 shares of common stock in lieu of his
executive cash bonus for 2005. Mr. Vesey also agreed that he would not sell his
shares before May 1, 2007.

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.

J. 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.

F-32

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.

K. Stock Reserved

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

Common
----------
Conversion of Accrued Compensation 100,000
Exercise of common stock warrants 7,522,514
Exercise of stock options 2,628,647
----------
Total 10,251,161
==========

L. Acquisition of the Remainder of NuVim Powder LLC

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

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

During the first quarter of 2006, 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.

F-33

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 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 19 - INCOME TAXES

Based on the Company's operating losses, no provision for income taxes has been
provided for the years ended December 31, 2005 and 2006. As of December 31,
2006, the Company had net operating losses of approximately $21,600,000 which
expire though the year 2021. 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.

At December 31, 2005 and 2006, the Company had deferred tax assets of
approximately $5,440,000 and $7,000,000, 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 2005 and 2006, the Company received proceeds from the sale of the
rights to approximately $3,075,264 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
$276,774 and $502,599 in 2005 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
$238,026 and $442,287 in 2005 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 20 - SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

December 31,
---------------------------
2005 2006
------------ ------------

Interest paid $ 1,625 $ --
Non-cash investing and financing activities:
Assignment of senior secured notes payable
and accrued interest to related part $ 2,679,498 $ --
Automatic conversion of notes payable $ 245,000 $ --
Debt extinguished through issuance of common
stock - see Note 6 $ 7,679,916 $ --
Warrants issued for convertible note debt
discount $ 117,366 $ --
Settlement of deferred offering cost $ 95,000 $ --
Issuance of common stock for services $ 250,000 $ --
Stock issued for accounts payable $ 147,582 $ 110,584
Stock issued for accrued compensation -- $ 399,291
Stock issued for senior notes payable -- $ 67,000
Stock issued for management loan and accrued interest -- $ 96,186
Stock issued for interest in NuVim Powder, LLC,
distribution rights -- $ 90,000
Warrants issued for extension of senior note payable -- $ 52,500
Warrants issued for pre-paid expenses -- $ 34,000

F-34

NOTE 21 - COMMITMENTS

A. Royalty, License and Supply Agreement - Related Party

In March 2000 and amended in May 2004, the Company entered into an agreement for
the exclusive licensing rights, in specific territories, to produce and market
certain beverage products, patented and trademarked by SMBI. The agreement is
for a term of 10 years commencing on the date of the amendment, May 2004, and
provides for royalties of between 1% and 2% of net sales for the duration of the
agreement. The exclusive licensing agreement can be cancelled by SMBI if the
Company does not meet its annual purchasing commitment under the supply
agreement (see below), in which case, SMBI agrees to negotiate in good faith for
a non-exclusive supply agreement. Royalty expense of approximately $9,000 and
$19,000 was recorded in the years ended December 31, 2005 and 2006,
respectively, of which $10,000 and $29,000 are payable to SMBI at December 31,
2005 and 2006, respectively.

In January 2000 and amended in May 2004, the Company entered into a supply
agreement with SMBI for the purchase of SMBI's proprietary immune whey protein
concentrate. The agreement is for a term of 10 years, commencing on the date of
amendment, May 2004. During the years ended December 31, 2005 and 2006, the
Company purchased approximately $98,000, and $41,000, respectively, of the milk
and whey protein concentrates from SMBI.

SMBI is the Company's sole source of this whey protein concentrate. If the
Company is unable to obtain this product from SMBI, the Company's manufacturing
and distribution processes could be severely disrupted and operations could be
adversely affected.

The license and supply agreements are subject to the Company maintaining minimum
purchases of SMBI's proprietary immune whey protein concentrate. The agreement
requires the Company to purchased minimum amounts of whey protein which are
determined annually by mutual agreement. The Company has met its minimum
purchase agreement in 2005 of three metric tons (approximately $98,000). The
2006 commitment is approximately four metric tons ($172,000) in 2006. In each
subsequent

F-35

year the minimum purchase commitment is the greater of the prior year's actual
purchases or 115% of the prior year's minimum purchase commitment. For each
calendar year in which the Company fails to purchase its minimum purchase
requirements, the Company shall pay to SMBI a sum equal to the contract price
for the shortfall of product not purchased.

NuVim and SBMI have agreed that both the supply agreement and the license
agreement had terminated as of the end of 2006 and that NuVim's only remaining
obligation to SBMI was for $29,000 for unpaid royalties. This amount had been
paid during April 2007.

B. Lease

The Company leases office space under an agreement which expired in December
2006, with annual payments approximating $58,000. During the years ended
December 31, 2005 and 2006, rent expense was approximately $58,000. As of
December 31, 2006, the Company does not have a lease agreement with the landlord
and is operating on a month to month basis.

C. Employment Agreements

In September 2004, the Company entered into employment agreements with three of
its executive officers that will become effective upon the closing of the
proposed public offering of its common stock, which occurred on June 24, 2005.
The employment agreements have a term of three years with an aggregate annual
salary of $575,000. All except one of these agreements were cancelled as these
employees left the Company. The remaining salary agreement at December 31, 2006
has a salary obligation of $225,000.

NOTE 22 - RELATED PARTY TRANSACTIONS

Included in selling, general and administrative expenses are consulting fees to
a stockholder and convertible note holder to act as general counsel and
secretary of the Company of approximately $15,000 and $66,000 for the years
ended December 31, 2005 and 2006, respectively.

Included in selling, general and administrative expenses are salaries to
immediate family members of an executive officer of the Company of approximately
$27,000 and $48,000 for the years ended December 31, 2005 and 2006,
respectively.

Included in selling, general and administrative expenses are royalties paid to
SMBI, a stockholder of the Company, in the amount of $9,000 and $19,000 for the
years ended December 31, 2005 and 2006, respectively. Royalties payable which
are included in accounts payable-related party, amounted to $10,000 and $29,000
at December 31, 2005 and 2006, respectively

Included in cost of sales are purchases from SMBI, a stockholder of the Company
in the amount of $98,000 and $41,000 for the years ended December 31, 2005 and
2006.

F-36

NOTE 23 - SUBSEQUENT EVENTS

A. Stock Option Plan

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

B. Sales for Cash

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

On March 8, 2007, at the same time as the second purchase, three of NuVim's
outside directors, Doug Scott, Peter DeCrescenzo, and Cal Hodock purchased
50,000, 33,333, and 16,667 shares respectively at the same price totaling
$30,000 or $0.30 per share.

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

In April 2007 five investors represented by Paulsen Investment Company, Inc. and
an additional private investor purchased a total of 872,667 shares of common
stock for $261,800 or $0.30 per share. Paulson will receive a commission of
$22,680 on the 772,667 shares sold to its clients.

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

C. Debt and Accrued Compensation Conversion

On January 30, 2007, NuVim issued 72,915 shares of common stock in lieu of cash
for unpaid 2006 salary of approximately $14,600 due to Michael Vesey, NuVim's
former CFO.

D. Stock Issued for Services

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

F-37

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

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

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

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

NOTE 24 - SUBSEQUENT EVENTS (UNAUDITED)

In 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.

In April NuVim received $30,000 from Montalcino S.A., a European Institutional
Investor, to purchase 100,000 shares of common stock at a price of $.30 per
share. NuVim paid a commission of $3,000 to Continental Advisors SA in
connection with this sale. In addition, Continental Advisors SA received $900
for its expenses without accounting for it.

F-38

4,769,737 Shares

[LOGO OF NUVIM]
NUVIM, INC.

PROSPECTUS

, 2007

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The General Corporation Law of the State of Delaware (the "General
Corporation Law") provides for the indemnification of directors, officers,
employees and other agents of the corporation under certain circumstances as set
forth in section 145. Section 145 permits a corporation to indemnify its agents,
typically directors and officers, for expenses incurred or settlements or
judgments paid in connection with certain legal proceedings. Only those legal
proceedings arising out of such persons' actions as agents of the corporation
may be grounds for indemnification.

Whether or not indemnification may be paid in a particular case depends
upon whether the agent wins, loses or settles the suit and upon whether a third
party or the corporation itself is the plaintiff. The section provides for
mandatory indemnification, no matter who the plaintiff is, when an agent is
successful on the merits of a suit. In all other cases, indemnification is
permissive.

If the agent loses or settles a suit brought by a third party, he or
she may be indemnified for expenses incurred and settlements or judgments paid.
Such indemnification may be authorized upon a finding that the agent acted in
good faith and in a manner he or she reasonably believed to be in the best
interests of the corporation.

If the agent loses or settles a suit brought by or on behalf of the
corporation, his or her right to indemnification is more limited. If he or she
is adjudged liable to the corporation, the court in which such proceeding was
held must determine whether it would be fair and reasonable to indemnify him or
her for expenses which such court shall determine. If the agent settles such a
suit with court approval, he or she may be indemnified for expenses incurred in
connection with the defense and settlement of the suit, upon a finding that the
agent acted in good faith and in a manner he or she reasonably believed to be in
the best interests of the corporation and its stockholders.

Under Section 145, the indemnification discussed above may be
authorized by a majority vote of the disinterested directors or stockholders
(the person to be indemnified is excluded from voting his or her shares) or the
court in which the proceeding was brought.

Under Section 145, a corporation may authorize, by by-law, agreement or
otherwise, the indemnification of its agents in excess of that expressly
permitted by Section 145. The Registrant's By-laws provide that indemnification
shall be mandatory in all cases where it is permitted by Section 145.

Section 102(b) of the General Corporation Law permits corporations to
eliminate or limit the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of the fiduciary duty as a
director. The Registrant's Certificate of Incorporation provides for elimination
of personal liability of directors for breach of fiduciary duty as a director
except for the following: (i) for any breach of such director's duty of loyalty
to the Corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the General Corporation Law; or (iv) for any
transaction from which such director derived an improper personal benefit. The
Registrant's Certificate of Incorporation further provides that modification or
repeal of this provision may not affect the elimination of liability therein
provided with respect to a director's personal liability for any act or omission
that occurs prior to such modification or repeal.

Finally, a corporation has the power to purchase indemnity insurance
for its agents, even if it would not have the power to indemnify them. The
Registrant has purchased such insurance.

Insofar as indemnification for liabilities under the Securities Act of
1933, as amended (the "Act") may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

II-1

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth an itemization of all expenses we will
pay in connection with the issuance and distribution of the securities being
registered, other than the underwriters' non-accountable expense allowance.
Except for the SEC registration fee and NASD filing fee, the amounts listed
below are estimates:

NATURE OF EXPENSE AMOUNT
-------------------------------------------------- -------------
SEC registration fee $ 147.79
Accounting fees and expenses $ 15,000.00
Legal fees and expenses $ 15,000.00
Printing and related expenses $ 12,500.00
Blue Sky fees and expenses $ 4,000.00
Miscellaneous expenses
Total $ 46,647.79

ITEM 26. SALES OF UNREGISTERED SECURITIES

II-2

2005 issuances

On November 3, 2005, NuVim(R), Inc. (the "Company") issued the following
unregistered securities:

1. The Company issued 250,000 shares of its Common Stock, 250,000 five-year
redeemable warrants exercisable at $1.50 and 250,000 five-year warrants
exercisable at $2.00 to 3 accredited investors for payment of $250,000 news
media program. The program will provide $3,000,000 worth of nationally
syndicated newspaper and radio features at standard rates, at a discounted
amount of $250,000 over a twelve month period. The redeemable warrants may be
called by the Company at any time after its Common Stock closes at a price of
$2.00 or more for five consecutive trading days. Upon 30 days' notice, the
warrants will be redeemed, if not exercised, by the payment of $0.25 per
warrant. The Company has agreed to automatically include 25% (62,500) of the
shares, and all the shares underlying the warrants issued in the next
registration of securities it files, subject to underwriters cut back
provisions. The investors who were purchasing those shares and any shares issued
as dividends for their own investment and agreed to restrictions on resale
placed with the Company's transfer agent and the printing of a legend on his
certificate. Because of these factors, this issuance is exempt from registration
under the Securities Act as not involving a public distribution under sections
4(2) and 4(6) of the Act. The Investors and securities issued are listed Below:

II-3

Global Media Fund 150,000 shares
Global Media Fund warrant to purchase 250,000 shares at $1.50
Global Media Fund warrant to purchase 250,000 shares at $2.00
Richard D. Smith 50,000 shares
Don L. Rose 50,000 shares

2. The Company issued 50,000 shares of its Common Stock to the law firm
Wickersham and Murphy, P.C. in payment of past due accounts payable of
$105,793.50. The Company also issued 10,000 shares of common stock for payment
for legal services provided in the third quarter of 2005 and an additional
10,000 shares as a prepayment for legal services to be provided in the fourth
quarter of 2005. The investors who were purchasing those shares and any shares
issued as dividends for their own investment and agreed to restrictions on
resale placed with the Company's transfer agent and the printing of a legend on
his certificate. Because of these factors, this issuance is exempt from
registration under the Securities Act as not involving a public distribution
under sections 4(2) and 4(6) of the Act.

3. The Company issued of 34,697 shares of its Common Stock to a law firm in
payment of past due accounts payable of $15,613.57 to the law firm Morse Zelnick
Rose and Lander LLP The investors who were purchasing those shares and any
shares issued as dividends for their own investment and agreed to restrictions
on resale placed with the Company's transfer agent and the printing of a legend
on his certificate. Because of these factors, this issuance is exempt from
registration under the Securities Act as not involving a public distribution
under sections 4(2) and 4(6) of the Act.

4. The Company issued of 50,000 shares of its Common Stock to the law firm
Maizes and Maizes LLP for duties as the Corporations Secretary for the period
beginning July 1, 2005 and ending December 31, 2005. The investors who were
purchasing those shares and any shares issued as dividends for their own
investment and agreed to restrictions on resale placed with the Company's
transfer agent and the printing of a legend on his certificate. Because of these
factors, this issuance is exempt from registration under the Securities Act as
not involving a public distribution under sections 4(2) and 4(6) of the Act.

On December 23, 2005, NuVim(R), Inc. (the "Company") issued the following
unregistered securities:

The Company issued Secured Convertible Promissory notes in the
aggregate principal amount of $67,600. The notes bear interest at the rate of
12% per annum and are due and payable six months from the issue date. The first
six months of interest was deducted from the proceeds to the Company as prepaid
interest. The notes are redeemable by the Company prior to the maturity date at
110% of the principal amount, plus accrued interest. If the notes are not repaid
on their maturity date they become convertible into shares of common stock at a
price per share equal to 90% of the average closing bid price of the Company's
common stock for the five trading days preceding the issue date, and the
interest increases to 18% per annum. The Company has granted piggy-back
registration rights for the shares of common stock underlying the notes. The
investors represented themselves in writing to be accredited investors who were
purchasing the securities and any shares of common stock issued thereunder, for
their own investment and agreed to restrictions on resale placed with the
Company's transfer agent and the printing of a legend on his certificate.
Because of these factors, this issuance is exempt from registration under the
Securities Act as not involving a public distribution under sections 4(2) and
4(6) of the Act.

In connection with the note sale, the Company issued warrants to
purchase 67,600 shares of common stock at a purchase price of $.40 per share in
connection with the notes. The warrants are exercisable for three years from the
issue date. If the notes are not paid by their maturity date the Company has
agreed to issue an additional 33,800 warrants to purchase common stock for three
years at an exercise price of $.375 and to adjust the exercise price of the
67,600 warrants issued upon closing to $37.5. The Company has granted piggy-back

II-4

registration rights for the shares of common stock underlying the warrants. The
investors represented themselves in writing to be accredited investors who were
purchasing the securities and any shares of common stock issued thereunder for
their own investment and agreed to restrictions on resale placed with the
Company's transfer agent and the printing of a legend on his certificate.
Because of these factors, this issuance is exempt from registration under the
Securities Act as not involving a public distribution under sections 4(2) and
4(6) of the Act.

2006 issuances

Sales for Cash

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

On April 18, 2006, Paulson Investment Company, Inc., the company that
served as underwriter of NuVim's recently completed initial public offering of
securities, purchased 500,000 shares of NuVim's common stock for $100,000.
Paulson represented itself to be an accredited investor who was purchasing the
common stock for its own investment and not for resale. It agreed in writing to
restrictions on resale placed with the NuVim's transfer agent and the printing
of a legend on its certificate. Because of these factors, this sale was exempt
from registration under the Securities Act as not involving a public
distribution under section 4(2) and 4(6).

On May 18, 2006, NuVim accepted twenty-two additional subscriptions
resulting from private placements arranged by Paulson Investment Company, Inc.
The investors purchased 2,470,000 shares of common stock for a total of
$494,000. In addition, Paulson purchased an additional 37,500 shares in exchange
for the cancellation of $7,500 of past due fees. The brokers placed each
investment received a 7% commission and Paulson received a 3% unaccountable
expense allowance. Each investor represented himself to be an accredited
investor who was purchasing the common stock for his own investment and not for
resale. They agreed in writing to restrictions on resale placed with the NuVim's
transfer agent and the printing of a legend on its certificate. Because of these
factors, this sale was exempt from registration under the Securities Act as not
involving a public distribution under section 4(2) and 4(6).

All of the cash was used for working capital.

Acquisition of the remainder of NuVim Powder LLC

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

II-5

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.

On April 7, 2006 NuVim agreed with Messrs. Clark and Moger to acquire
their respective 12.5% interests in the powder subsidiary for 225,000 shares of
NuVim common stock each. NuVim executed the agreement on April 18. 2006. The
NuVim shares were exchanged for the interests in the powder subsidiary on April
20, 2006. Clark and Moger are accredited investors who accepted the shares for
their own investment and agreed to restrictions on resale placed with the
Company's transfer agent and the printing of a legend on their certificates.
Because of these factors, this issuance is exempt from registration under the
Securities Act as not involving a public distribution under section 4(2) and
4(6).

Common Stock Issued for Services

On March 9, 2006, NuVim issued 7,850 shares of common stock to
SmallCapVoice.com, a media publicity service for publicity services. It accepted
the shares for investment and not with a view to distribution. To enforce that
understanding, a legend has been endorsed on the certificate evidencing the
shares and a stop transfer order has been placed with NuVim's transfer agent
with respect to these shares. Therefore, this issuance is exempt from
registration under the Securities Act as not involving a public distribution
under section 4(2).

Also on March 9, 2006 NuVim issued of 50,000 shares of its Common Stock
to NuVim's Secretary as payment for services for the period beginning February
1, 2006. Mark Siegel's relationship to NuVim qualifies him as an accredited
investor. He accepted the shares for his own investment and agreed to
restrictions on resale placed with NuVim's transfer agent and the printing of a
legend on his certificate. Because of these factors, this issuance is exempt
from registration under the Securities Act as not involving a public
distribution under section 4(2) and 4(6). The services for which the shares were
issued are valued, pursuant to agreement between NuVim and Mr. Siegel at
$29,000.

On May 9, 2006 NuVim issued 75,000 additional shares of its Common
Stock to NuVim's Secretary as payment for additional services for the period
ending December 31, 2006. Mark Siegel's relationship to NuVim qualifies him as
an accredited investor. He accepted the shares for his own investment and agreed
to restrictions on resale placed with NuVim's transfer agent and the printing of
a legend on his certificate. Because of these factors, this issuance is exempt
from registration under the Securities Act as not involving a public
distribution under section 4(2) and 4(6). The services for which the shares were
issued are valued, pursuant to agreement between NuVim and Mr. Siegel at
$29,250.

During May and June, NuVim agreed with five organizations to provide
various services for 368,562 shares of common stock. The services have a value
of approximately $133,000. Each service provider represented itself to be an
accredited investor who was purchasing the common stock for his own investment
and not for resale. They agreed in writing to restrictions on resale placed with
the NuVim's transfer agent and the printing of a legend on its certificate.
Because of these factors, 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 third quarter Ashleigh Lynne Howard, NuVim's new
spokesperson agreed to accept 15,000 shares of common stock in lieu of her fees
of approximately $5,000. She accepted the shares for investment and not with a
view to distribution. To enforce that understanding, a legend has been endorsed
on the certificate evidencing the shares and a stop transfer order has been
placed with NuVim's transfer agent with respect to these shares. Therefore, this
issuance is exempt from registration under the Securities Act as not involving a
public distribution under section 4(2).

Also during the third quarter, Jamal Kibria, agreed to accept 100,000
shares in lieu of his fees of about $35,000. The shares are restricted from sale
until 2007. In addition, he accepted the shares for investment and not with a
view to distribution. To enforce that understanding, a legend has been endorsed
on the certificate evidencing the shares and a stop transfer order has been
placed with NuVim's transfer agent with respect to these shares. Therefore, this
issuance is exempt from registration under the Securities Act as not involving a
public distribution under section 4(2).

During the fourth quarter, Richard Stanton and Richard Walker, agreed
to accept 39,500 shares each in lieu of their consulting fees of about $14,000.
They accepted the shares for investment and not with a view to distribution. To
enforce that understanding, a legend has been endorsed on the certificate
evidencing the shares and a stop transfer order has been placed with NuVim's
transfer agent with respect to these shares. Therefore, this issuance is exempt
from registration under the Securities Act as not involving a public
distribution under section 4(2).

At the end of 2006, Mr. Kundrat, NuVim's CEO, agreed to accept 392,188
shares of common stock in lieu of cash payment of his executive bonus for 2006
of $125,500 and 218,750 shares of common stock in lieu of cash payment of his
$43,750 of unpaid 2005 salary. An additional 100,000 shares for the balance of
Mr. Kundrat's 2006 Bonus were issued in the First quarter of 2007. Mr. Kundrat
is an accredited investor who is accepting the shares for investment purposes.
Legends indicating that the shares are unregistered have been placed on the
certificates and stop transfer orders with respect to these certificates have
been placed with NuVim's transfer agent. As a result, this issuance is exempt
from registration under the Securities Act as not involving a public
distribution under section 4(2) and 4(6).

Common Stock issued for Executive Compensation

II-6

President of Operations and now a member of the Advisory Board. All are
accredited investors who have agreed in writing that they are accepting the
shares for investment purposes and will not sell the shares until after May 1,
2007. Legends indicating that the shares are unregistered have been placed on
the certificates and stop transfer orders with respect to these certificates
have been placed with NuVim's transfer agent. As a result, this issuance is
exempt from registration under the Securities Act as not involving a public
distribution under section 4(2) and 4(6).

On April 21, 2006 Michael Vesey agreed, in connection with his
resignation reported below in Item 5.02(b), to accept 98,955 shares of NuVim
common stock in payment of accrued salary of $19,791. In addition, he accepted
85,000 shares of common stock in lieu of his executive cash bonus for 2005. Mr.
Vesey also agreed that he will not sell his shares before May 1, 2007. Also
during April 2006, a former officer agreed to accept 9,000 shares of common
stock in lieu of cash for part of his 2006 salary. Legends indicating that the
shares are unregistered have been placed on the certificates and stop transfer
orders with respect to these certificates have been placed with NuVim's transfer
agent. As a result, this issuance is exempt from registration under the
Securities Act as not involving a public distribution under section 4(2) and
4(6).

At the end of 2006, Mr. Siegel, NuVim's corporate Secretary, agreed to
accept 50,000 shares of common stock in lieu of any cash fee in connection with
this registration statement. Mr. Siegel's relationship to NuVim qualifies him as
an accredited investor. He accepted the shares for his own investment and agreed
to restrictions on resale placed with NuVim's transfer agent and the printing of
a legend on his certificate. Because of these factors, this issuance is exempt
from registration under the Securities Act as not involving a public
distribution under section 4(2) and 4(6).

Common Stock issued on Conversion of Secured Convertible Promissory Notes and
other debt.

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

During 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 $110,534 of current or past due trade debt. They agreed in writing
to restrictions on resale placed with the NuVim's transfer agent and the
printing of a legend on its certificate. Because of these factors, this sale was
exempt from registration under the Securities Act as not involving a public
distribution under section 4(2) and 4(6).

In June and November 2006, the holders of a $75,000 subordinated note
agreed to accept approximately 290,614 shares of common stock in settlement of
these notes and all remaining accrued interest. He has represented in writing
that he acquired the shares for investment and not with a view to distribution.
To enforce that understanding, a legend has been endorsed on the certificate
evidencing the shares and a stop transfer order has been placed with NuVim's
transfer agent with respect to these shares. Therefore, this issuance is exempt
from registration under the Securities Act as not involving a public
distribution under section 4(2).

Warrants issued in connection with Note Extension

In connection with its debt extensions, NuVim issued warrants entitling
the holders to purchase up to 250,000 shares of common stock at a price of $0.35
per share until August of 2015. The Warrant evidencing this right bears a
restrictive Securities Act legend and provides that any shares issued upon
exercise shall be restricted, be subject to stop orders with NuVim's transfer
agent, and bear a legend to that effect. 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)

II-7

2007 Issuances

Sales for Cash

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

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

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

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

II-8

Finally, in April NuVim received $30,000 to purchase 100,000 shares of
common stock from Montalcino S.A., a European Institutional Investor, at a price
of $.30 per share. NuVim paid a commission of $3,000 to Continental Advisors SA
in connection with this sale. In addition, Continental Advisors SA received $900
for its expenses without accounting for it. The purchaser represented in writing
that it was an accredited investor and it agreed in writing to restrictions on
resale placed with the NuVim's transfer agent and the printing of a legend on
its certificate. Because of these factors, this sale was exempt from
registration under the Securities Act as not involving a public distribution
under section 4(2) and 4(6).

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

Shares issued for services

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

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

In January and April 2007 NuVim agreed with a communications expert to
provide various services for 40,000 and 26,000 shares of common stock,
respectively. The services have a value of approximately $6,400 and $13,000,
respectively. He agreed to restrictions on resale placed with the NuVim's
transfer agent and the printing of a legend on its certificate. Because of these
factors, this sale was exempt from registration under the Securities Act as not
involving a public distribution under section 4(2) and 4(6).

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

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

II-9

ITEM 27. EXHIBITS

EXHIBIT INCORPORATED FILED
NO. DOCUMENT DESCRIPTION BY REFERENCE HEREWITH
--------- ---------------------------------------------------------------------------------------- ------------ --------

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
Preferred Stock (4)

II-10

EXHIBIT INCORPORATED FILED
NO. DOCUMENT DESCRIPTION BY REFERENCE HEREWITH
--------- ---------------------------------------------------------------------------------------- ------------ --------

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 &
Trust Company (1)
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
September 9, 2004 (2)
10.2 Employment Agreement between the Registrant and John L. Sullivan, dated as of
September 9, 2004 (2)
10.3 Employment Agreement between the Registrant and Paul J. Young, dated as of
September 9, 2004 (2)
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 Stolle Milk
Biologics, Inc., dated as of May 1, 2004 (2)
10.13 Amended and Restated Supply Agreement between the Registrant and Stolle Milk Biologics,
Inc., dated as of May 1, 2004 (2)
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
Services Agreement and Convertible Promissory note each dated July 26, 2004 and
Second Amendment to Services Agreement and Warrant, each dated September 14, 2004 (3)
10.14.2 Letter Agreement dated March 28, 2005 amending certain terms of the Amendment to
Services Agreement and Convertible Promissory note each dated July 26, 2004 and Second
Amendment to Services Agreement and Warrant, each dated September 14, 2004 (4)
10.14.3 Letter Agreement dated April 30, 2005 amending certain terms of the Amendment
to Services Agreement and Convertible Promissory note each dated July 26, 2004 and
Second Amendment to Services Agreement and Warrant, each dated September 14, 2004 (5)
10.14.4 Letter Agreement dated May 31, 2005 amending certain terms of the Amendment to Services
Agreement and Convertible Promissory note each dated July 26, 2004 and Second Amendment
to Services Agreement and Warrant, each dated September 14, 2004 (1)
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
February 20, 2000 (2)

II-11

EXHIBIT INCORPORATED FILED
NO. DOCUMENT DESCRIPTION BY REFERENCE HEREWITH
--------- ---------------------------------------------------------------------------------------- ------------ --------

10.21 Amendment to Services Agreement between the Registrant and Olive Enterprises, Inc.,
dated as of July 26, 2004 (2)
10.22 Second Amendment to Services Agreement between the Registrant and Olive Enterprises,
Inc., dated as of September 14, 2004 (2)
10.23 Form of Subordination Agreement (Bridge Financing) (2)
10.24 Consent to Grant Security Interest, Waiver, Subordination and Amendment Agreement
between Registrant and Stolle Milk Biologics, Inc., dated August 5, 2004 (2)
10.25 Processing and Packing Agreement between the Registrant and Clover Farms Dairy Company,
dated June 27, 2000 (2)
10.26 Amendment to Processing and Packing Agreement between the Registrant and Clover Farms
Dairy Company, effective April 1, 2003 (2)
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 Addendum II to Lease, dated December 8, 1999 (2)
10.31 First Amendment to Lease between the Registrant and Paramus Plaza IV Associates, dated
November 5, 2002 (2)
10.32 Second Amendment to Lease between the Registrant and Paramus Plaza IV Associates, dated
November 23, 2004 (2)
10.33.1 Letter Agreements dated December 31, 2004 between Spencer Trask Private Equity Fund I
LP, 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 (4)
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 Speciality Group LLC, dated
January 31, 2002 (4)
10.35.1 Modification and Extension Agreement between Stolle Milk Biologics, Inc. and the
Registrant dated March 28, 2005 (4)
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)
10.36.2 Amended and Restated Conversion Agreement between the Registrant and Dick Clark, dated
May 31, 2005 (1)
10.36 Proposal/Memorandum of Understanding between the Registrant and Global Media Fund, LLC (6)
10.37 Form of Secured Convertible Pro missory 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)

II-12

EXHIBIT INCORPORATED FILED
NO. DOCUMENT DESCRIPTION BY REFERENCE HEREWITH
--------- ---------------------------------------------------------------------------------------- ------------ --------

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
23.2 Consent of WithumSmith+Brown, P.C., Independent Registered Public Accounting Firm (X)
23.3 Consent of Attorney (included in Exhibit 5.1)
24 Power of Attorney (10)

(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.

ITEM 28. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act);
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the dollar
value of the securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum

II-13

offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) under the Securities Act if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) Include any additional or changed material information on the plan
of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(4) For purposes of determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or (4)
or 497(h) under the Securities Act as part of this registration statement
as of the time it was declared effective.
(5) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.

The undersigned registrant hereby undertakes and agrees that no
statement made in this registration statement or prospectus that is part of this
registration statement or made in a document incorporated or deemed incorporated
by reference into this registration statement or prospectus that is part of this
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in this
registration statement or prospectus that was part of this registration
statement or made in any such document immediately prior to such date of first
use.

Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Paramus,
State of New Jersey, on the 3rd day of May, 2007.

NUVIM, INC.

By: /s/ RICHARD P. KUNDRAT
-----------------------------------
Richard P. Kundrat

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURE TITLE DATE
------------------------- ----------------------------- -------------

/s/ RICHARD P. KUNDRAT Chief Executive Officer and May 3, 2007
------------------------- Chairman of the Board
Richard P. Kundrat (Principal Executive Officer)

/s/ RICHARD P. KUNDRAT Chief Financial Officer May 3, 2007
------------------------- (Principal Financial and
Richard P. Kundrat Accounting Officer)

/s/ MARK ALAN SIEGEL As Attorney in fact for May 3, 2007
-------------------------
Stanley Moger

/s/ MARK ALAN SIEGEL As Attorney in fact for May 3, 2007
-------------------------
Calvin L. Hodock

/s/ MARK ALAN SIEGEL As Attorney in fact for May 3, 2007
-------------------------
Peter DeCrescenzo

/s/ MARK ALAN SIEGEL As Attorney in fact for May 3, 2007
-------------------------
Doug Scott

II-15