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Nuvim Inc (NUVM) SEC Filing 8-K Material Event for the period ending Friday, December 1, 2006

Nuvim Inc

CIK: 1170652 Ticker: NUVM

8-K
1
ni70436.txt
FORM 8-K

================================================================================

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 8-K

              Current Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of Earliest Event Reported):
                                December 1, 2006

                                   NUVIM, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                        Commission File Number 000-50508

            Delaware                                          13-4083851
  -------------------------------                         ------------------
  (State or other jurisdiction of                         (I.R.S.  Employer
   incorporation or organization)                         Identification No.)

               12 North State Route 17, Paramus, New Jersey 07652
               --------------------------------------------------
                    (Address of Principal Executive Offices)

                                  201.556.1010
              ----------------------------------------------------
              (Registrant's Telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================



SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

Sales for Cash

On March 1 and 8, 2007,  NuVim issued a total of 433,333  shares to an unrelated
accredited  investor for $130,000 or $.30 per share. No commissions or fees were
paid in  connection  with this sale.  He agreed in writing  to  restrictions  on
resale  placed with the NuVim's  transfer  agent and the printing of a legend on
its  certificate.   Because  of  these  factors,   this  sale  was  exempt  from
registration  under the  Securities  Act as not involving a public  distribution
under section 4(2) and 4(6).

At the same time as the second  purchase,  three of NuVim's  outside  directors,
Doug Scott,  Peter  DeCrescenzo,  and Cal Hodock purchased 50,000,  33,333,  and
16,667  shares  respectively  at the same  price  totaling  $30,000 or $0.30 per
share. Each director agreed in writing to restrictions on resale placed with the
NuVim's transfer agent and the printing of a legend on its certificate.  Because
of these factors,  this sale was exempt from  registration  under the Securities
Act as not involving a public distribution under section 4(2) and 4(6).

All cash raised in these sales has been applied to working capital.

Debt and Unpaid Compensation Conversions

        On December 1, 2006,  NuVim  issued a total of 182,983  shares of common
stock to the holder of a $50,000 note in complete settlement of his note and all
interest  accrued since June 1, 2005.  The shares have a value of  approximately
$59,000.  He agreed in writing to restrictions on resale placed with the NuVim's
transfer agent and the printing of a legend on its certificate. Because of these
factors,  this sale was exempt from registration under the Securities Act as not
involving a public distribution under section 4(2) and 4(6).

        On December 29, 2007,  Richard  Kundrat,  NuVim's CEO,  agreed to accept
218,750 and 492,188  shares of common  stock in lieu of cash for his unpaid 2005
salary of approximately  $47,000 and his 2006 bonus of  approximately  $158,500,
respectively.  He agreed in writing to hold the shares for at least one year and
to the additional  restrictions on resale placed with the NuVim's transfer agent
and the printing of a legend on its certificate.  Because of these factors, this
sale was exempt from  registration  under the  Securities Act as not involving a
public distribution under section 4(2) and 4(6).

        On January 30, 2007,  NuVim issued 72,915 shares of common stock in lieu
of cash for unpaid 2006 salary of  approximately  $14,600 due to Michael  Vesey,
NuVim's former CFO. He agreed in writing to  restrictions  on resale placed with
the NuVim's  transfer  agent and the  printing  of a legend on its  certificate.
Because of these  factors,  this sale was  exempt  from  registration  under the
Securities  Act as not  involving a public  distribution  under section 4(2) and
4(6).

                                   Page 2 of 4


Common Stock Issued for Services

        On  December 1, 2006,  NuVim  agreed with a  production  and  operations
expert to  provide  various  services  for a total of  100,000  shares of common
stock. The services have a value of approximately  $32,000. He agreed in writing
to  restrictions  on  resale  placed  with the  NuVim's  transfer  agent and the
printing of a legend on its certificate. Because of these factors, this sale was
exempt from  registration  under the  Securities  Act as not  involving a public
distribution under section 4(2) and 4(6).

        On the same date,  NuVim agreed to issue a total of 79,000 shares to two
individuals  for  their  services  in  seeking  strategic  partners  and  merger
candidates.  The services have a value of approximately  $25,280. They agreed in
writing to restrictions on resale placed with the NuVim's transfer agent and the
printing of a legend on its certificate. Because of these factors, this sale was
exempt from  registration  under the  Securities  Act as not  involving a public
distribution under section 4(2) and 4(6).

        On  December  29,  2007,  NuVim  agreed with its  Secretary  and General
Counsel to issue  50,000  shares of common stock in exchange for his services in
connection  with the filing of the Company's SB-2  Registration  Statement.  The
services have a value of approximately  $8,000. He agreed in writing to hold the
shares for at least one year and to the additional restrictions on resale placed
with the NuVim's transfer agent and the printing of a legend on its certificate.
Because of these  factors,  this sale was  exempt  from  registration  under the
Securities  Act as not  involving a public  distribution  under section 4(2) and
4(6).

        On January 29, 2007, NuVim agreed with its Secretary and General Counsel
to issue  100,000  shares of common  stock as  additional  compensation  for his
services  during 2007. The services have a value of  approximately  $16,000.  He
agreed in writing to hold the shares for at least one year and to the additional
restrictions  on resale placed with the NuVim's  transfer agent and the printing
of a legend on its certificate.  Because of these factors,  this sale was exempt
from   registration   under  the  Securities  Act  as  not  involving  a  public
distribution under section 4(2) and 4(6).

        Also on that date, NuVim agreed with its operations  director to issue a
total of 50,000  shares  of  common  stock as  additional  compensation  for his
services.  The shares have a value of approximately $8,000. He agreed in writing
to  restrictions  on  resale  placed  with the  NuVim's  transfer  agent and the
printing of a legend on its certificate. Because of these factors, this sale was
exempt from  registration  under the  Securities  Act as not  involving a public
distribution under section 4(2) and 4(6)

        Finally,  on January 30, 2007 NuVim agreed with a communications  expert
to provide  various  services for a total of 40,000 shares of common stock.  The
services have a value of  approximately  $6,400.  He agreed to  restrictions  on
resale  placed with the NuVim's  transfer  agent and the printing of a legend on
its  certificate.   Because  of  these  factors,   this  sale  was  exempt  from
registration  under the  Securities  Act as not involving a public  distribution
under section 4(2) and 4(6).

                                   Page 3 of 4


                                   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 hereunto duly authorized.


                                                 NUVIM, INC.


Date: March 12, 2007                             By: /s/ Richard Kundrat
                                                     ---------------------------
                                                     Richard Kundrat, CEO

                                   Page 4 of 4


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Ticker: NUVM
CIK: 1170652
Form Type: 8-K Corporate News
Accession Number: 0001133796-07-000088
Submitted to the SEC: Mon Mar 12 2007 5:07:10 PM EST
Accepted by the SEC: Mon Mar 12 2007
Period: Friday, December 1, 2006
Industry: Wholesale Groceries And Related Products
Events:
  1. Unregistered Sales

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