8-K 1 nu61257.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): August 23, 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 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On August 23, 2006, the holders of all $500,000 of NuVim(R)'s Senior Secured Notes, Richard Clark, the entertainer, and Stanly Moger, one of NuVim(R)'s directors, agreed to extend their maturity from November 2006 to January 2009. Interest will accrue at an annual rate of eight (8%) percent. Neither principal nor interest will be due until that date. As compensation, each received a warrant to purchase 100,000 shares of NuVim's common stock for $0.35 per share. The warrant may be exercised from February 2007 through August 15, 2015. As a result of this extension, the maturity of an additional $200,000 of debt which is subordinated to the Senior Secured Notes is automatically extended to January 2009. On August 25, 2006 Kirkpatrick & Lockhart Nicholson Graham LLP, the holder of an $120,000 unsecured note agreed to extend its maturity from November 2006 to January 2009. Interest will accrue at an annual rate of eight (8%) percent. Neither principal nor interest will be due until that date. SECTION 8 OTHER EVENTS ITEM 8.01 OTHER EVENTS SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) The Financial Statements of business acquired. Not Applicable (b) Pro forma financial statements. Not Applicable (c) Exhibits: Exhibit Number Description of Exhibit ------- --------------------------------------------------------------- 10.45 Note Extension Letter with Richard Clark and Stanley Moger 10.46 Note Extension Letter with Kirkpatrick & Lockhart Nicholson Graham LLP Page 2 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: August 28, 2006 By: /s/ Richard Kundrat ---------------------------------- Richard Kundrat, CEO Page 3 of 4 INDEX TO EXHIBITS Exhibit Page Number Number Description --------- -------- ---------------------------------------------------------- 10.45 E-1 Note Extension Letter with Richard Clark and Stanley Moger 10.46 E-3 Note Extension Letter with Kirkpatrick & Lockhart Nicholson Graham LLP Page 4 of 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) November 3, 2005

NUVIM, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-51359	13-4083851
(Commission File Number)	(IRS Employer Identification No.)

12 Route 17 North, Suite 210
Paramus, NJ	07652
(Address of Principal Executive Offices)	(Zip Code)

(201) 556-1010

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

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

Section 3 - Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

On November 3, 2005, NuVim, Inc. (the “Company”) issued the following unregistered securities:

1. The Company issued 250,000 shares of its Common Stock, 250,000 five-year redeemable warrants exercisable at $1.50 and 250,000 five-year warrants exercisable at $2.00 to 3 accredited investors for payment of $250,000 news media program. The program will provide $3,000,000 worth of nationally syndicated newspaper and radio features at standard rates, at a discounted amount of $250,000 over a twelve month period. The redeemable warrants may be called by the Company at any time after its Common Stock closes at a price of $2.00 or more for five consecutive trading days. Upon 30 days’ notice, the warrants will be redeemed, if not exercised, by the payment of $0.25 per warrant. The Company has agreed to automatically include 25% (75,000) of the shares, and all the shares underlying the warrants issued in the next registration of securities it files, subject to underwriters cut back provisions. These securities were issued pursuant to the exemption from registration provided by Sections 4(2) and section 4(6)of the Act.

2. The Company issued 50,000 shares of its Common Stock to a law firm in payment of past due accounts payable of $105,793.50. The Company also issued 10,000 shares of common stock for payment for legal services provided in the third quarter of 2005 and an additional 10,000 shares as a prepayment for legal services to be provided in the fourth quarter of 2005. The Company issued the shares pursuant to the exemptions from registration provided by Section 4(2) of the Act.

3. The Company issued of 34,697 shares of its Common Stock to a law firm in payment of past due accounts payable of $15,613.57. The Company issued the shares pursuant to the exemptions from registration provided by Section 4(2) of the Act.

4. The Company issued of 50,000 shares of its Common Stock to the Corporations Secretary as payment for services for the period beginning July 1, 2005 and ending December 31, 2005. The Company issued the shares pursuant to the exemptions from registration provided by Section 4(2) of the Act.

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.

NUVIM, INC. By: /s/ Richard P. Kundrat Richard P. Kundrat Chief Executive Officer

Date: November 9, 2005

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