SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 05-11

      January 7, 2005

Richard P. Kundrat
Chief Executive Officer
NuVim, Inc.
12 North State Route 17
Paramus, NJ 07652

      Re:	NuVim, Inc.
   Registration Statement on Form SB-2
   File No. 333-120938
   Filed on December 2, 2004

Dear Mr. Kundrat:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note that, upon effectiveness of the registration statement,
the company may be a majority-owned subsidiary of Spencer Trask.
Item
10(a)(iv) of Regulation S-B requires a the parent of a majority-
owned
small business registrant also meet the definition of a small
business.  Please explain to us, supplementally whether Spencer
Trask
complies, or will comply, with this requirement.

2. Please revise to provide the applicable information required by
Item 201 of Regulation S-B.

Prospectus Summary, page 3

3. We note here and in your Business section that you only have
three
flavors and that you intend to introduce an additional three.  It
appears from your website that you currently have five flavors.
Please reconcile.  Also, please discuss if the addition of any new
flavors are dependent on the proceeds from this offering.

4. We note your use of the terms "bridge loan" and "slotting fees"
throughout the prospectus.  Please define those terms in your
business section.

5. We noted from your disclosure that you have assumed automatic
conversion of your convertible preferred stock in your pro forma
presentation.  Please demonstrate to us how you meet the automatic
conversion requirements as stated in the Articles of
Incorporation;
more specifically, how you have determined the value of the firm
commitment public offering to have gross proceeds of $10,000,000.

Risk Factors, page 7

6. We refer to the first paragraph of this section.  Please
clarify
that you discuss all "material" risks.

7. Avoid the generic conclusion you reach in several of your risk
factors that the risk could have a material adverse affect on your
business or operations or would negatively impact your business.
Instead, replace this language with specific disclosure of how
your
business and operations would be affected.

8. The subheading to risk factor 5 appears to address two distinct
risks.  Please consider revising the risk factor to discuss the
two
separate risks.

9. Some of your risk factors are too broad and generic and should
be
revised to state the material risk that is specific to NuVim.  As
a
general rule, a risk factor is probably too generic if it is
readily
transferable to other offering documents or describes
circumstances
or factual situations that are equally applicable to other
similarly
situated businesses.   For example, risk factors 8, 9, 11, 15, 17
and
26 should be revised, deleted or moved to another section of the
prospectus as appropriate.

10. In risk factor 16, we note you have an insurance policy that
provides $2 million worth of protection.  Please clarify if this
is
per occurrence.  Also, please discuss any material policy
exclusions.

11. When referring to a "market" or "market price" of your shares,
please qualify that currently, no market exist.

Use of Proceeds, page 19

12. If any of the loans for which the offering proceeds will be
applied to were incurred within the previous year, please revise
to
discuss the use of the proceeds from such loans.

13. Please break-down the near 45% of proceeds for "sales and
marketing" as much as feasible.

14. Any portion of the proceeds of the offering to be paid,
directly
or indirectly, to officers, directors, their affiliates or
associates, should be indicated hereunder.

Management`s Discussion and Analysis, page 23

15. Please include a separately captioned section to discuss any
off-
balance sheet arrangements that have or are reasonably likely to
have
a current or future effect on your financial condition, changes in
financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is
material
to investors. Please refer to the guidance of Item 303(c) of
Regulation S-B.

16. We noted your disclosure here and in the business section
(pages
33 and 37) that you plan to introduce three new flavors and a line
of
shelf-stable (non-refrigerated) sports drinks in 2005.  Please
expand
your discussion of the developments on these projects, and discuss
what impact the expansion of your product offerings has had on
your
current operations, as well as management`s estimates of the
impact
on future operations.

17. Immediately following the table on page 25, please fully
discuss
the reasons and future prospects regarding the substantial decline
in
cases sold during the year ended December 31, 2003 and the nine
months ended September 30, 2004.

18. The pro-forma statements indicated in the summary financial
information should be fully discussed hereunder, including the
basis
for the numbers.

19. Defaults on outstanding indebtedness and accounts should be
fully
discussed hereunder.

20. We noted your disclosure that net sales have been
significantly
less than gross sales, largely as a result of start up costs with
new
accounts. Please tell us supplementally, and disclose, what start
up
costs represent and how your accounting treatment (as a reduction
to
revenue) complies with GAAP.  Tell us why these costs would not be
more appropriately classified as a cost of revenue.  Please advise
or
revise.

Results of operations for the nine-months ended September 30, 2003
compared to the nine-months ended September 30, 2004

21. Please ensure to quantify separately the effect of each causal
factor that you cite for material changes (i.e. The decrease in
selling, general and administrative expenses was primarily
attributable to decreased salaries and advertising costs,
partially
offset by increased expenses resulting from the restart of
television
advertising.) in your financial statement amounts, as required in
Financial Reporting Codification Section 501.04.

22. We note your statement that the decrease in gross sales was
"attributable to the suspension of substantially all" advertising
and
promotional activities.  We also note that the decrease in
promotional expenditures was "attributable to the decrease in
gross
sales."  Please explain how they are both caused by the other.

23. We note in 2003 you provided discounts for early payments,
slotting fees, and coupon reimbursements.  Please revise to
discuss
which promotional allowances you decreased.

24. Please disclose which flavors you discontinued.

25. In discussing your "selling, general and administrative
expenses"
in this subsection please provide similar detail as was provided
in
your discussion of the same expenses for the year ended 2003 and
2002.

26. Please elaborate on the "reformulation" of your product that
resulted in a reduction in cost.

27. The disclosure regarding "Gains on Forgiveness of Accounts
Payable" states that this amount represents a settlement for
advertising expenditures; however, Note 15 (F-26) states that this
amount was used to settle past legal fees to a law firm.  Please
revise to correct this inconsistency.

Liquidity and Capital Resources

28. Please clarify if the entire $300,000 from the sale of tax
benefits is to be applied to accrued salaries.  Please update this
disclosure.

29. Please define "a group of related investors" and include the
disclosure under the Related Party Transactions section.

30. Please disclose the amount that is required for SMBI to assign
the NuVim trademark to you.  Disclose the amount of partial
payment
you have already made as of the most recent possible date.

31. Please revise your disclosure to include an analysis of the
components of the statements of cash flows that explains the
significant year-to-year changes in the line items (i.e.
explanation
of the significant changes in your inventory obsolescence, and the
changes in your operating assets and liabilities, such as accounts
receivable, accounts payable and accrued expenses, etc.).

Critical Accounting Policies

32. We note that your discussion of critical accounting policies
is
the same disclosure reported in the notes to the financial
statements.  Disclosures included in the Critical Accounting
Estimates section of the MD&A should supplement, not duplicate,
the
description of accounting policies that are already disclosed in
the
notes to the financial statements.  The disclosure should provide
greater insight into the quality and variability of information
regarding financial condition and operating performance.  Please
consider revising your critical accounting policies and consider
the
following factors in your discussion:
* How the company arrived at the estimate,
* How accurate the estimate/assumption has been in the past,
* How much the estimate/assumption has changed in the past, and
* How much the estimate/assumption is reasonably likely to change
in
the future.
If consideration of these factors does not provide additional
insight
into the critical accounting estimate please consider removing the
disclosure from MD&A.

33. Disclose the nature and amounts of revenue dilution (e.g.,
from
product returns, inventory credits, discounts for early payment,
slotting fees, coupon reimbursements, promotional allowances,
credits
for product that is not sold by the expiration dates, and other
allowances) in your sales discussions.  Your critical accounting
policy should explain how you assess returns of products, levels
of
inventory in the distribution channel, estimated shelf life, and
expected introductions of new products that may result in larger
than
expected returns of current products.  Discuss to what extent you
consider information from external sources (e.g., end-customer
demand, third-party market research data) to assist you in such
critical estimates.  In addition, disclose and discuss any sales
made
to customers or wholesalers wherein such sales are as a result of
incentives or in excess of the customer`s ordinary course of
business
inventory level.

Business, page 33

34. We note your statements that beverages account for the "third
highest spending category" in grocery stores and that there has
been
a "trend toward increased consumption of dietary supplements."
Please disclose the source of these statements or remove.

35. On page 35, we note your statement that the body "requires
these
nutrients only in minute quantities," yet cow`s milk only contains
"minute quantities that they are unable to provide noticeable
benefits. . . ."  Please reconcile those statements.

36. We note your process of production creates an "immune
stimulant"
and a "natural anti-inflammatory factor."  Please revise to
disclose
the actual stimulant and factor that makes your product unique.

37. Please disclose the party that conducted the independent
studies
for which you base your statements of your products effects on a
person`s health.

38. Please disclose that Dialog Group is related to a member of
your
management.  Also, please discuss the advertising arrangement
between
you and Dialog.

39. We note your halt in television advertising.  Please clarify
if
you are currently advertising on CNN, TNT, and TBS.

40. Please disclose who monitors the "strict quality assurance
program."  Since you do not manufacture your own products, please
explain how you intend to ensure consistency in the event that you
expand and must employ other manufactures to produce your
products.

41. If your relationships with Orefield Cold Storage and Sommer
Maid
Creamery are evidenced by documents, please file them as an
exhibit.

42. On page 41, we note your comparisons of your product and
regular
milk.  Please clarify if you are implying that regular milk
antibodies do not "react with bacteria in humans."  If so, please
provide the source for this statement.

43. If applicable, please discuss any seasonal aspects of your
business.

Management, page 44

44. Please revise to discuss the business activities of Mr.
Kundrat
between 1996 and 2000, Mr. Young between 1998 and 2000, and Mr.
Sullivan between 1998 and 2000.

45. Please revise to discuss the line of business for Dialog Group
and Hot Springs Ventures.

46. Clarify the nature of the business of Spencer Trask and
Spencer
Trask Specialty Group, LLC.

47. It is not clear whether Messrs. Kundrat, Young and Sullivan
are
still associated with Unilever/Lipton.

48. We note that directors hold office until the next annual
meeting
of stockholders.  Please disclose when that meeting will take
place.
Please refer to Item 401(a)(3) of Regulation S-B.

Executive Compensation, page 47

49. We note that you intend to pay $250,000 out of your sale of
New
Jersey State tax benefits.  Please clarify this on page 28 and 29
as
it appears from you disclosure there that you intended to apply
the
full $300,000 received from the sale to accrued salaries.

50. We note your cross reference to the Related Party Transaction
section.  In order to maintain the flow of your disclosure, please
disclose here the amount of shares that were issued to your
management in lieu of cash compensation.  Disclose the date the
transaction took place.  If the transaction has not taken place
and
is contingent on the effectiveness of this registration statement,
please so state and reflect this throughout your prospectus.

51. On page 28 you state that Officers have agreed to accept
shares
in lieu of $623,500 of accrued salary.  Please advise how you
arrived
at that number.

52. Based on your 2003 compensation, it appears that the allocated
$460,000 will not be enough to cover your 2004 executive
compensation.  Please revise to clarify.

2004 Directors Stock Option Plan

53. Please clarify if the initial 10,000 options awarded are
exercisable when vested.  Also, please discuss how options are
granted when an officer leaves in the middle of one of the first 3
years.

Historical Incentive Stock Plans

54. We note that your past plans based the exercise price of your
options on the fair market price at the time the option was
granted.
Please explain how this was formulated considering there was no
established public market for your securities.

Related Party Transactions, page 52

55. We note the existence of minimum purchase requirements for
2005
and 2006.  Please revise to disclose the amounts that you have
purchase to date for 2004 and previous years so that investors may
have a better picture if you would be able to purchase the five
and
six metric tons required by the agreement.

56. Please disclose the interest rate for the $285,896 that is
still
owed to SMBI under the Supply Agreement.

57. Please disclose the percentage that will be shared by each
party
when "special product development or improvement projects" arise.

58. Please revise to explain how you arrived at the figure of
461,700
shares that will be used to cancel $5.9 million worth of debt owed
to
Spencer Trask.

59. Considering salaries were accrued from August 2002 to 2003,
your
figures for the accrue