UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2013

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ____________ to ______________

Commission file number: 333-164033

VIM BEVERAGE, INC.

(Name of registrant in its charter)

Nevada		2080		26-1855590
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

1301 Bank of America Tower, Suite 1132

12 Harcourt Road, Central Hong Kong

(Address of principal executive offices)

852 2115 9628

(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes x No o

At July 22, 2013, there were 5,595,000 shares of the Issuer's common stock outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VIM BEVERAGE, INC.

(A Development Stage Company)

BALANCE SHEETS

	May 31, 2013 $ (Unaudited)			February 28, 2013 $

ASSETS

CURRENT ASSETS

Cash		4,302			451

Total Current Assets		4,302			451

Total Assets		4,302			451

LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES

CURRENT LIABILITIES

Accounts payable and accrued liabilities		9,775			1,750
Line of credit – related party		65,000			60,000
Accrued interest on line of credit – related party		7,827			5,951

Total Current Liabilities		82,602			67,701

Total Liabilities		82,602			67,701

SHAREHOLDERS’ DEFICIT

Common stock, $.001 par value, 30,000,000 shares authorized, 5,595,000 shares issued		5,595			5,595
Additional paid in capital		58,905			58,905
Deficit accumulated during the development stage		(142,800	)		(131,750	)

Total Shareholders’ Deficit		(78,300	)		(67,250	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT		4,302			451

The accompanying notes are an integral part of these financial statements

VIM BEVERAGE, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended May 31, 2013 $			Three Months Ended May 31, 2012 $			March 31, 2008 (Inception) to May 31, 2013 $

EXPENSES

General and administrative		9,174			12,621			135,523

Total Expenses		9,174			12,621			135,523
Loss from Operations		(9,174	)		(12,621	)		(135,523	)

OTHER INCOME (EXPENSE)
Interest expense		(1,876	)		(783	)		(7,827	)
Interest income		-			-			550

Total Other Income (Expense)		(1,876	)		(783	)		(7,277	)

NET LOSS		(11,050	)		(13,404	)		(142,800	)

NET LOSS PER SHARE: BASIC AND DILUTED		(0.00	)		(0.00	)

WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED		5,595,000			5,595,000

The accompanying notes are an integral part of these financial statements

VIM BEVERAGE, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended May 31, 2013 $			Three Months Ended May 31, 2012 $			March 31, 2008 (Inception) to May 31, 2013 $

CASH FLOWS USED IN OPERATING ACTIVITIES

Net loss		(11,050	)		(13,404	)		(142,800	)

Changes in operating assets and liabilities:

Accrued interest on line of credit – related party		1,876			783			7,827
Accounts payable and accrued liabilities		8,025			3,252			9,775

Net Cash Used in Operating Activities		(1,149	)		(9,369	)		(125,198	)

CASH FLOWS FROM FINANCING ACTIVITIES

Advance from related party – line of credit		5,000			5,000			65,000
Cash received from sale of common stock		-			-			64,500

Net Cash From Financing Activities		5,000			5,000			129,500

NET CHANGE IN CASH		3,851			(4,369	)		4,302

CASH – BEGINNING		451			7,865			-

CASH – ENDING		4,302			3,496			4,302

Supplemental Cash Flow Information:

Cash paid for:
Interest		-			-			-
Income taxes		-			-			-

The accompanying notes are an integral part of these financial statements

VIM BEVERAGE, INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

May 31, 2013

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Vim Beverage, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2012 as reported in Form 10-K, have been omitted.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $142,800 as of May 31, 2013 and further losses are anticipated in the development of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and advances from officers and/or issuances of common stock for cash.

NOTE 2 – RELATED PARTY TRANSACTIONS

In March 2011, the Company entered into a Revolving Line of Credit Agreement with Mr. Aaron Suen, a Company director and officer. Mr. Suen has agreed to advance up to $50,000 at an annual interest rate of 12%. The agreement expired on March 25, 2012, was extended until December 31, 2012, and has subsequently been extended until December 31, 2013 (see Note 3). In October 2012, Mr. Suen increased the credit limit of the Revolving Line of Credit Agreement to $100,000. In the event of default all past due principal and interest shall bear interest at the rate of 15% per annum.

As of May 31, 2013, the Company had a balance of $65,000 owed to Mr. Suen and recorded accrued interest of $7,827. The balances owed to Mr. Suen are unsecured.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Report contains forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements include the information concerning our future financial performance, business strategy, projected plans and objectives. These factors include, among others, the factors set forth below under the heading "Risk Factors." although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Most of these factors are difficult to predict accurately and are generally beyond our control. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include:

	•	Risks relating to our ability to secure glacial water for our planned products;
	•	Our need for additional capital to commence our operations;
	•	Our dependence on our officers and Directors and their contacts;
	•	The fact that our officers and Directors exercise majority voting control over the Company;
	•	The fact that our officers and Directors have employment outside of the Company;
	•	Our lack of operating history;
	•	Our substantial losses to date;
	•	The competitiveness of our industry;
	•	Our ability to grow our operations;
	•	The ability of our shareholders to enforce civil liabilities in the U.S. and outside of the U.S.;
	•	The substantial costs associated with operating as a publicly reporting company;
	•	Dilution due to actions we may take in the future to raise financing;
	•	Volatility in the market for our common stock; and
	•	Other risk factors included under “Risk Factors” in this Report.

You should read the matters described in “Risk Factors” and the other cautionary statements made in this Report as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

In this Quarterly Report on Form 10-Q, we may rely on and refer to information regarding the United States and global market for beverages, which come from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, and we have not independently verified any of it.

References in this Quarterly Report on Form 10-Q, unless another date is stated, are to May 31, 2013. As used herein, the "Company," “VIM,” “Vim Beverage”, "we," "us," "our" and words of similar meaning refer to Vim Beverage, Inc.

Overview

We were incorporated in the state of Nevada on March 31, 2008. We are a development stage company that has had no material operations to date. We intend to manufacture and formulate for sale, bottled water, vitamin enhanced flavored water, and a unique concentrated energy water. It is our intention to develop a business concept that blends health nutrition, lifestyle, and water, in one complete package with unique design and marketing elements.

Results of Operations

Three months Ended May 31, 2013 and May 31, 2012

We did not generate any revenues during the three months ended May 31, 2013 or the three months ended May 31, 2012, and have not generated any revenues to date.

We incurred operating expenses in the amount of $9,174 for the three months ended May 31, 2013, compared to $12,621 for the three months ended May 31, 2012, a decrease in operating expenses of $3,447 or 27% from the prior period. Operating expenses for both periods consisted of general and administrative expenses. The reason for the decrease in operating expenses was mainly due to decreased legal fees for the three months ended May 31, 2013.

We had interest expense of $1,876 for the three months ended May 31, 2013, compared to interest expense of $783 for the three months ended May 31, 2012, an increase of $1,093 or 140% from the prior period. Interest expense was in connection with amounts owed on the Line of Credit, described below and increased due to the increase in funds extended under the Line of Credit during the three months ended May 31, 2013 from the three months ended May 31, 2012.

We had a net loss of $11,050 for the three months ended May 31, 2013, compared to a net loss of $13,404 for the three months ended May 31, 2012, an decrease in net loss of $2,354 or 18% from the prior period.

Liquidity and Capital Resources

We have not generated any revenues from our proposed business operations to date.

We had total assets, consisting solely of current assets of cash of $4,302 as of May 31, 2013.

We had total liabilities consisting solely of current liabilities of $82,602 as of May 31, 2013, which included $9,775 of accounts payable and accrued liabilities, $65,000 of amounts borrowed under the Line of Credit and $7,827 of accrued and unpaid interest on the Line of Credit.

We had negative working capital of $78,300 and a total accumulated deficit of $142,800 as of May 31, 2013.

We had net cash flows used in operating activities of $1,149 for the three months ended May 31, 2013, which included $11,050 of net loss offset by $1,876 of increase in accrued interest on Line of Credit and $8,025 of increase of accounts payable and accrued liabilities.

We had $5,000 of net cash from financing activities for the three months ended May 31, 2013, which was solely due to $5,000 borrowed under the Line of Credit.

In March 2011, we entered into a Revolving Line of Credit Agreement with Aaron Suen, our Chief Executive Officer and Director, who agreed to loan us up to $50,000 under a Revolving Line of Credit (the “Line of Credit”) as requested by the Company from time to time (on a revolving basis)(each an “Advance”) until March 25, 2012, pursuant to the terms of the Line of Credit, which Line of Credit was subsequently extended until December 31, 2012 and again to December 31, 2013. Any amounts borrowed under the Line of Credit will be evidenced by a separate promissory note (each a “Note”) and bear interest at the rate of 12% per annum, provided that if an event of default occurs (as provided in the Line of Credit or the Note), such outstanding amount bears interest at the rate of 15% per annum until paid in full. The maturity date of each Note was originally March 25, 2012, but was extended until December 31, 2012 in connection with the First Amendment to Revolving Line of Credit and to December 31, 2013, in connection with the Third Amendment to the Revolving Line of Credit entered into in January 2013, and effective December 31, 2012. The Company had borrowed $65,000 under the Line of Credit as of May 31, 2013. In October 2012, Mr. Suen increased the credit limit of the Line of Credit to $100,000. The Line of Credit has an available balance of $35,000 as of the date of this filing. We plan to utilize the Line of Credit to pay our reporting and operations expenses for the next approximately 12 months, provided that the amount available under such Line of Credit will not be sufficient for us to continue our business plan or begin our operations as discussed above.

We do not currently have any formal commitments or identified sources of additional capital from third parties or from our officers, Directors or majority shareholders other than the Line of Credit, which we anticipate being sufficient to pay our filing obligations and expenses for approximately the next 12 months, but will not be sufficient for us to begin our business plan or produce any products. We can provide no assurance that if we require additional financing, it will be available on favorable terms, if at all. If we are not able to raise the capital necessary to continue our business operations, we may be forced to abandon or curtail our business plan and/or suspend our business activities.

Our plan of operation for the next twelve months is to continue our filings with the Commission and attempt to raise additional funding through the sale of debt or equity securities to enable us to produce our first planned product line, VIM Pure (as described above) at a total estimated cost of $426,800, which funds we do not currently have. We plan to use funds available from our Line of Credit to support our operations and pay the filing expenses associated with our filings with the Commission for approximately the next 12 months, or until we are able to raise sufficient funding to continue our business plan and begin the production of our first product line. If we are unable to raise adequate working capital for the remainder of 2013 and 2014, we will be restricted in the implementation of our business plan, the production of our planned products may be delayed, and we may be forced to abandon our current business plan.

Plan of Operation

Over the next twelve months we believe we will need $50,000 to carry out our ongoing operations and to expand our operations which will come from additional financing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. However, the Company has not generated revenues since inception and has an accumulated deficit of $142,800 as of May 31, 2013. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital, primarily from its shareholders, to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

We have funded our initial operations with $58,800 from issuances of common shares and $150,000 from issuances of two promissory notes. Due to the uncertainty of our ability to generate sufficient revenues from our operating activities and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due, in their report on our financial statements for the fiscal year ended December 31, 2012, our registered independent auditors included additional comments indicating concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Critical Accounting Policies

See Note 1 to the financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer who is also our principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer who is also our principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to the Company, particularly during the period when this report was being prepared. However, because we have limited transactions which are all approved, carried out and reviewed by our sole director and officer, the impact of the limitations are not material.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There have been no material changes to the Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2013:

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number		Description of Exhibit

31*		Certificate of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*		Certificate of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

________________

* Filed herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VIM BEVERAGE, INC.

DATED: July 22, 2013	By:	/s/ Aaron Suen
		Aaron Suen
		Chief Executive Officer (Principal Executive Officer), and Chief Financial Officer (Principal Accounting Officer)

VIM BEVERAGE, INC. 10-Q