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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):
May 18, 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 (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting materials 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.
Since the filing of the Quarterly Report on Form 10-QSB filed on
May 17, 2006, the following securities have been sold:
Sales for Cash
On April 10, 2006, Paulsen Investment Company, Inc. the company that
served as underwriter of NuVim's recently completed initial public offering of
securities, and NuVim entered into a Placement Agent Agreement pursuant to which
Paulsen would attempt to place up to 2,500,000 shares (subject to additional
allocations with the consent of Paulsen and NuVim) of NuVim's common stock with
accredited investors. Under the agreement a commission of seven percent would be
paid to the selling broker and Paulsen would receive an unaccountable expense
allowance of three percent of the total amount placed under the agreement. The
agreement also provides that NuVim will use its best efforts to register the
shares to be sold under the Securities Act of 1933, as amended within 120
business days of the sale of 2,500,000 shares. Paulson purchased the first
500,000 shares of NuVim's common stock for its own account for $100,000.
On May 18, 2006, NuVim accepted twenty-two additional subscriptions
resulting from private placements arranged by Paulson Investment Company, Inc.
The investors purchased 2,470,000 shares of common stock for a total of
$494,000. In addition, Paulson purchased an additional 37,500 shares in exchange
for the cancellation of $7,500 of past due fees. The brokers placed each
investment received a 7% commission and Paulson received a 3% unaccountable
expense allowance. Each investor represented himself to be an accredited
investor who was purchasing the common stock for his own investment and not for
resale. 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).
Common Stock Issued for Services
On May 9, 2006 NuVim issued 75,000 additional shares of its Common
Stock to NuVim's Secretary as payment for additional services for the period
ending December 31, 2006. Mark Siegel's relationship to NuVim qualifies him as
an accredited investor. He accepted the shares for his own investment and agreed
to restrictions on resale placed with NuVim's transfer agent and the printing of
a legend on his certificate. Because of these factors, this issuance is exempt
from registration under the Securities Act as not involving a public
distribution under section 4(2) and 4(6). The services for which the shares were
issued are valued, pursuant to agreement between NuVim and Mr. Siegel at
$15,000.
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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: May 22, 2006 By: /s/ Richard Kundrat
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Richard Kundrat, CEO
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