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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FILE NUMBER 333-___________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NUVIM, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 13-4083851
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(State of Incorporation) (I.R.S. Employer ID No.)
Suite 210, 12 North State Route 17, Paramus, NJ 07652
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(Address of Principal Offices) (Zip Code)
(1) Shares to be issued to James Schnorf
pursuant to a consulting agreement
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(Full Title of the Plans)
Richard P. Kundrat
Suite 210, 12 North State Route 17, Paramus, NJ 07652
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(Name and address of Agent for Service)
201.566.1010
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(Telephone number, including area code of Agent for Service)
Calculation of Registration Fee
Title of Amount Maximum Maximum Amount of
securities to to be offering price Aggregate registration
be registered registered per share offering price fee
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Common Stock(1) 72,000 $0.27(2) $ 19,440(2) $.60
(1) Issuable pursuant to the Plans.
(2) Estimated Price in accordance with Rule 457(h) and based upon the last
reported sale of $0.27 per share on the NASD OTC Electronic Bulletin Board on
July 9, 2007.
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PART I - INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
A copy of the Consulting Agreement pursuant to which the shares registered
hereunder will be issued has been provided to Mr. Schnorf. The shares have been
awarded pursuant to section 4A of the Consulting Agreement. This, together with
the documents incorporated by reference in response to Item 3 of Part II of this
Registration Statement, taken together constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933 (the "Securities
Act") will be sent or given to the option holder by the Registrant as specified
by Rule 428(b)(1) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant will provided Mr. Schnorf with a copy of the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2006 and the Proxy
Statement for NuVim's 2007 Annual Meeting of Shareholders and a written
statement advising him of the availability without charge, upon written or oral
request, of those and any other documents incorporated by reference in Item 3 of
Part II hereof and of documents required to be delivered pursuant to Rule 428(b)
under the Securities Act. The statement shall include the address (giving the
title or department) and telephone number to which the request is to be
directed.
Part II - INFORMATION REQUIRED
IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2006 filed on April 12, 2007.
(b) The Registrant's Quarterly Report on Form 10-QSB filed on May 14, 2007.
(c) The portion of Registrant's Registration on Form SB-2 that provides a
description of Registrant's Common Stock, $0.001 par value.
All other documents filed by Registrant after the date of this Registration
Statement under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934, (the "Exchange Act") shall (until the filing of a post-effective
amendment which either indicates that all the securities offered have been sold
or deregisters all the securities then remaining unsold) be deemed to be
incorporated by reference herein to be a part hereof from the date of filing of
those documents.
ITEM 4. DESCRIPTION OF SECURITIES: NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL: NOT APPLICABLE.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Sections 1 of Articles III and IV of the Company's By-laws provide that every
director, officer, employee, and agent of the Registrant and its subsidiaries
shall be indemnified and held harmless to the fullest extent legally permissible
under the General Corporation Law of the State of Delaware against all expenses,
liability, and loss (including attorney's fees, judgments, fines and amounts
paid or to be paid in settlement) reasonably incurred or suffered by him.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED: NOT APPLICABLE
ITEM 8. EXHIBITS.
5.1 Opinion of Mark Alan Siegel, Esq., regarding legality of shares being
issued.
23.1 Consent of Mark Alan Siegel, Esq. (included in Exhibit 5.1)
23.2 Consent of Withum Smith+Brown P.C., Independent Registered Public
Accounting Firm
99.7 Agreement between beverage sales Consulting Agreement dated July 6, 2007
between Wall Street Management & Capital, Inc. and NuVim, Inc.
pertaining to the issuance of NuVim common stock to James Schnorf.
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes all of the following:
(1) During any period in which offers or sales are being made, the Registrant
will file a post-effective amendment to the Registration Statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or together,
represent a fundamental change in the information in the Registration
Statement; and
(iii) include any material information with respect to the Plan of
distribution not previously disclosed in the registration statement or
any material change to any information in the registration statement.
Provided, however, that the information required by paragraphs (a)(1)(i) and
(a)(1)(ii) shall not be supplied by post-effective amendment if the information
required to be included by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended that are incorporated by reference
into this Registration Statement.
(2) For the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
Registration Statement to the securities offered therein, and the offering of
such securities offered at that time shall be deemed to be the initial bona fide
offering thereof.
(3) Remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel that
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Registrant: Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Paramus, State of New Jersey on July 10, 2007.
NUVIM, INC.
By: /s/ Richard P. Kundrat
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Richard P. Kundrat, CEO
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated:
/s/ Richard P. Kundrat Dated: July 10, 2007
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Richard Kundrat, Director
/s/ Stanley Moger Dated: July 10, 2007
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Stanley Moger, Director
/s/ Calvin Hodock Dated: July 10, 2007
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Calvin Hodock, Director
/s/ Peter V. DeCrescenzo Dated: July 10, 2007
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Peter V. DeCrescenzo, Director
/s/ Doug Scott Dated: July 10, 2007
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Doug Scott, Director