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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.
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(Exact name of Registrant as specified in its charter)
Commission File Number 000-50508
Delaware 13-4083851
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12 North State Route 17, Paramus, New Jersey 07652
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(Address of Principal Executive Offices)
201.556.1010
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(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))
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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).
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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).
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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
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Richard Kundrat, CEO
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