SecProbe.io

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MAIL STOP 05-11

April 28, 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
   Amendment Filed on April 4, 2005

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.

Prospectus Summary, page 3

1. We note your response to comment 3 of our comment letter dated
March 16, 2005.  Please revise to include disclosure regarding the
fact that Spencer Trask has also guaranteed your outstanding debt
owed to Wachovia.  Additionally, please revise to quantify the
combined value of the indebtedness owed to and the outstanding
Wachovia debt guaranteed by Spencer Trask.

Risk Factors, page 7

2. We note that approximately 30% of the proceeds from this
offering
will be directed towards the payment of outstanding debt.  Please
consider revising to include a risk factor to highlight this
aspect
of your offering.

3. It appears that your shares will be considered "penny stocks."
Please consider revising to include a risk factor to highlight
this
possibility.

Use of Proceeds page 13

4. We note your additional disclosure that a portion of the
proceeds
allocated to working capital will be used towards satisfying a
payable related to your television advertising expenses incurred
in
2004.  We do not understand why such use is allocated under
working
capital.  Please explain.  Also, please be aware that in your
marked
copy of Amendment 3, this additional disclosure was not
highlighted
as a change from Amendment 2.

Dilution, page 15

5. We note your disclosure that existing shareholders "purchased"
your shares at an average price of $12.48 per share.  It appears
that
a large portion of your "purchased shares" resulted from
conversions
of debt or other securities.  An investment in debt, preferred or
convertible securities entails different investment considerations
than those considered when deciding to purchase common shares.  As
such, please revise your disclosure in this section to breakup
your
existing stockholders into groups according to their original
investment decision.

Management`s Discussion and Analysis, page 17

6. We note your disclosure that you are "anticipating an increase
in
gross case shipments of approximately 9%" in the first quarter of
2005.  In making projections, please refer to Item 10(d) of
Regulation S-B.

7. We note your additional disclosure regarding the "write down of
obsolete inventory."  Your disclosure indicates that you wrote of
the
expenses related to your sports drink in 2003.  Please explain why
this disclosure was not included in your previous amendments.
Also,
please revise to clarify if this write-off is related to the
sports
drink project disclosed on page 27.

8. We note your additional disclosure on page 20 that the $125,103
increase in selling, general and administrative expenses was
primarily attributable to your advertising expenses in the third
and
fourth quarter of 2004.  Your disclosure for the period ended
September 30, 2004 does not indicate you incurred any additional
advertising expenses.  Please revise to clarify if your disclosure
implies that you were able to spend only $125,103 to re-launch
your
television advertising program.

Liquidity and Capital Resources

9. We note your additional disclosure that you "will require
additional sources of outside capital to continue [your]
operations."
Please revise to clarify if this statement continues to apply
following the consummation of this offering.

10. Please revise to discuss your capital requirements for the
next
12 months taking into account the proceeds from this offering.

11. We note your additional disclosure in this subsection that
$1.9
million of the proceeds from this offering will go towards
"advances,
notes payable and accrued interest thereon."  Please revise to
elaborate on these advances and notes.

12. We note that some of your convertible notes will convert
automatically if this offering is consummated by April 30, 2005.
Please revise to update the status of these notes in your next
amendment.

Business, page 24

13. We note your response to comment 7.  Please supplementally
provide us with a copy of the study.

14. We note your disclosure that you have four full-time
employees.
Please revise to also disclose your total number of employees.
Please refer to Item 101(b)(12) of Regulation S-B.

Related Party Transactions, page 39

15. We note your modified disclosure that Spencer Trask
collectively
owns approximately 52% of your outstanding shares instead of 56.3%
as
was disclosed in Amendment 2.  Please clarify the cause behind the
change in current ownership by Spencer Trask.

16. We reissue comment 14.

Description of Securities, page 47

17. We note your disclosure that the common stock and warrants
will
trade as a unit for at least 30 days until your underwriters
determine they should be separated.  Please revise to discuss the
factors the underwriters will consider in deciding when to allow
separate trading.

18. We note that investors will only receive unit certificates
until
the underwriters decide to allow separate trading of the
components
of the units.  Please consider including a risk factor (in the
Risk
Factors section) to address the fact that investors will be unable
to
settle trades in your common stocks and warrants until the
underwriters determine separate trading would begin.

Shares Eligible for Future Sale, page 52

19. We note your disclosure regarding your outstanding shares,
warrants, and options.  The outstanding shares and the shares
underlying your outstanding warrants and options appear to be
restricted shares.  Please consider revising to indicate the
number
of shares and shares underlying warrants and options that are held
by
affiliates since the applicability of Rule 144 to those
individuals`
holdings would be subject to further restrictions.

Part II
Sales of Unregistered Securities

20. Please revise to reconcile this section with your disclosure
in
Note 11 to the Financial Statements.

Other

21. Supplementally, please advise us of the states you intend to
offer your units.  Discuss which states you are eligible to trade
in.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

   We direct your attention to Rules 460 and 461 regarding
requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      Any questions regarding the financial statements may be
directed to Angela Halac at (202) 551-3398.  Questions on other
disclosure issues may be directed to Duc Dang at (202) 551-3386.
							Sincerely,

							John Reynolds, Assistant
Director
							Office of Emerging Growth
Companies

cc: 	Debra Weiner
	Fax #: (650) 323-1108
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NuVim, Inc.
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