MAIL STOP 3561
June 16, 2005
Richard P. Kundrat, Chief Executive Officer
NuVim, Inc.
12 North State Route 17
Paramus, NJ 07652
Re: NuVim, Inc.
Amendment No. 6 to Registration Statement on
Form SB-2
Filed on June 6, 2005
File No. 333-120938
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 Cover Page
1. We note the statement that "the units, the common stock, the
Class
A public warrants and the Class B public warrants will trade on
the
OTC Bulletin Board. . ." Please confirm to us that the staff will
be
advised, prior to acceleration, that the Bulletin Board has
approved
the listing.
2. In this regard, we suggest that the statement "will trade" be
revised to "will be quoted".
Prospectus Summary, page 5
3. The Prospectus Summary on page 5 states that common stock
outstanding immediately prior to the offering is 1,930,297 which
is
based on the conversion of outstanding debt and accounts payable
balances as of May 31, 2005. The Pro Forma Financial Information
on
page 23 and 24 is calculated utilizing the outstanding debt and
accounts payable balances at March 31, 2005. For example: The
Prospectus Summary on page 5 states the conversion of accrued
salaries of $593,751 into 250,696 shares and $266,640 of principal
and interest on notes payable into 88,882 shares. The Pro Forma
Financial Information on page 23 and 24 discloses accrued salaries
of
$514,584 into 250,696 shares and $261,096 of principal and
interest
into 88,882 shares. This inconsistency results in your
capitalization and dilution being calculated using debt and
accounts
payable balances at March 31, 2005 with converted share values at
May
31, 2005. Please clarify and revise.
Selected Balance Sheet Data
4. It appears that the Pro Forma as Adjusted Total Liability
balance
decreased by $767,042 related to the payment of $342,042 of
outstanding debt (as disclosed on page 15) and $425,000 related to
the repayment of outstanding notes and amounts due to your
supplier
(as disclosed on F-22 and F-23). The Pro Forma as Adjusted
outstanding cash and cash equivalents balance ($1,408,958) only
appears to take into account the $342,042 payment of outstanding
debt. Please clarify and revise.
Dilution, page 16
5. The amount disclosed ($1,538,391) related to the conversion of
outstanding debt for 654,911 is not consistent with the comparable
amounts disclosed in the table under Pro Forma Financial
Information
(page 24). Please revise.
6. It is not clear how you determined the pro forma as adjusted
net
tangible per share book value ($0.16) at March 31, 2005 in the
second
paragraph. We noted your pro forma as adjusted net tangible book
value of $992,862 and 4,620,297 shares outstanding results in a
deficiency of $0.21 per share. Please advise or revise.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 17
Results of operations for the three months ended March 31, 2005
compared to the three months ended March
7. We note that your increased coupon expenditures have materially
affected your gross profits. Please discuss your future
expenditures
on coupons, as it appears to potentially affect future gross
profits
figures.
Liquidity and Capital Resources
8. We note that the debt owed under the bridge loan has been
restructured so that you will have $500,000 outstanding following
this offering bearing an interest rate of 8%. Because of the
possibility that you may not be able to repay the full amount in
18
months, please revise to clarify if there is any default interest
rate and disclose such rate.
9. Please clarify if the outstanding debt owed to the former law
firm
and "various television stations" are bearing any interest.
10. Please consider revising to discuss the debts that will remain
outstanding following the offering in a tabular format with their
due
dates and interest rates.
Pro Forma Financial Information
11. It appears that the accrued interest for the conversion of the
note payable - spokesperson was included in the remaining
liability
balance for the pro forma calculation but was not included in the
outstanding debt balance disclosed under Capitalization on page
15.
Please clarify and revise.
Financial Statements
Notes to the Financial Statements
Note 19 - Subsequent Events
B. Initial Public Offering, F-22
12. It appears that the amount outstanding for the subordinated
convertible promissory notes ($266,639) that will convert into
88,882
shares is not consistent with the balance outstanding disclosed
under
Pro Forma Financial Information on page 24 ($261,096). Please
revise.
13. It appears from your disclosure (second to last paragraph)
that
two vendors have agreed to accept 42,333 shares of common stock in
settlement of $145,000 of outstanding accounts payable. This
amount
appears to be inconsistent with the amount disclosed under Pro
Forma
Financial Information on page 24 ($109,000). Please revise.
14. It appears from your disclosure (last paragraph) that the
number
of shares in which the accrued salaries (aggregating $514,584)
will
convert is not consistent with the number of shares disclosed
under
Pro Forma Financial Information on page 24 (250,696 shares).
Please
revise.
Alternative Front Cover Page
15. Since the secondary offering is being made on a delayed basis,
the statement on the cover that "there has been no public market
for
our securities" is not correct. The market price information
should
be included pursuant to Item 201(a) of Regulation S-B.
16. The offering price of the firm underwriting should be stated
in
the fourth paragraph.
Item 26. Sales of Unregistered Securities
17. Concerning the October, 2001 offering of Series B Preferred,
and
the February, 2002 rescission offer, please include the basis for
the
exemptions relied upon. Where investor sophistication is a basis
for
an exemption, such fact should be indicated. Inasmuch as
Regulation
D consists of three different exemptions, the specific exemptive
provision relied upon should be stated; where Rule 506 is claimed,
the numbers of accredited versus sophisticated investors should
also
be indicated.
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
??
??
??
??
NuVim, Inc.
Page 1 of 4