MAIL STOP 05-11
March 16, 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 February 8, 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.
General
1. The financial statements included in the registration
statements
should be current at the effective date. Please revise to include
the audited financial statements for the fiscal year ended
December
31, 2004 to comply with Item 310 (g) of Regulation S-B, and
provide a
current consent of the independent accountants in any amendment.
Prospectus Delivery Obligation, page 2
2. We note that your disclosure imposes the delivery requirement
for
25 days following the commencement of this offering. It appears
that
the requirement should be imposed for 90 days. Please refer to
Rule
174 and Section 4(3) of the Securities Act of 1933. Please
revise.
If you are relying upon Rule 174(d) in imposing the 25 day
requirement, please advise as to how you qualify under that
subsection of the rule.
Prospectus Summary, page 3
3. The company`s relationship with the Spencer Trask entities
before
and after this offering should be briefly discussed in the
forepart
of this section.
Risk Factors, page 7
4. Please add as a risk factor the default information contained
in
the third through sixth paragraphs under Liquidity and Capital
Resources.
Management`s Discussion and Analysis, page 17
5. We note your response to comment number 29 of our letter dated
January 7, 2005. When discussing "related parties" to Spencer
Trask
Specialty Group, please revise to provide a cross reference to the
section in the prospectus that identifies these related parties.
6. We note your discussion of the defaulted amounts owed to
Spencer
Trask of $2,500,000 and $2,480,000 and how such debt will be
converted to shares. Please revise to clarify if the difference
between $5.9 million owed and the sum of the two noted debts
consist
of defaulted interest.
Business, page 26
7. We note your response to comment 37. We note that there is one
study discussed that involves 31 human subjects and your product.
Please revise to cite that study and identify the party that
conducted it.
8. We note your statement that you do not have clinical evidence
that
a shorter period of consumption would provide similar benefits,
but
you do "have anecdotal evidence supporting that conclusion."
Please
revise to elaborate.
9. We note your response to comment 38. Please revise to clarify
if
you will be charged for the services provided by Dialog Group. If
so, please revise to include this information in your discussion
of
related party transactions.
10. We note your response to comment 41. Please revise to discuss
any material risks that may be associated with the fact that your
relationship with Orefield Cold Storage and Sommer Maid Creamery
is
not controlled by any contracts.
11. We note your response to comment 42. Your statement that
NuVim
antibodies react with bacteria that infect humans is a benefit
"not
available in other products" still appears to imply that regular
milk
antibodies do not "react with bacteria in humans." Please revise
to
clarify if that implication is appropriate.
Management, 33
12. Please revise to clarify if Paul Young is still associated
with
Paul Young Enterprises, LLC.
Executive Compensation
13. This entire section should be updated to include the most
recent
fiscal year.
Related Party Transactions, page 40
14. We note your response to comment 57. Please revise to
elaborate
on the "special product development" and "improvement projects"
arrangements. For instance, it is unclear how intellectual
property
rights will be divided if any new products were to result from
your
collaboration.
Principal Stockholders, page 45
15. Kevin Kimberlin is the beneficial owner of a majority of the
shares presently outstanding and will be the largest beneficial
owner
after the offering. He should therefore be added to the table of
"beneficial owners" as required by Item 403.
Underwriting, page 53
16. We reissue comment 68. The underwriting agreement at Section
9
should be amended or the prospectus appropriately revised.
Part II
Exhibit
17. We note that a number of exhibits, including the opinion and
consent of counsel, remains to be filed by amendment.
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) 824-5683. Questions on other
disclosure issues may be directed to Duc Dang at (202) 824-5508.
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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