UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
NUVIM, INC.
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(Name of Issuer)
Common Stock, par value $0.00001 per share
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(Title of Class of Securities)
67071X100
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the Rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 67071X100
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1. NAME OF REPORTING PERSON
Kevin B. Kimberlin
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER 5. SOLE VOTING POWER 579,429
OF SHARES --------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER 579,429
PERSON WITH: --------------------------------------------------------
8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
579,429
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.5%
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12. TYPE OF REPORTING PERSON
IN
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ITEM 1.
(a) Name of Issuer:
NuVim, Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
12 North State Route 17
Paramus, NJ 07652
ITEM 2.
(a) Name of Person Filing:
Kevin B. Kimberlin ("Mr. Kimberlin")
(b) Address of Principal Business Office:
c/o 535 Madison Avenue, 18th Floor
New York, NY 10022
(c) Citizenship:
USA
(d) Title of Class of Securities:
Common Stock, $0.00001 par value (the "Common
Stock")
(e) CUSIP Number:
67071X100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR
(C), CHECK THE STATUS OF THE PERSON FILING.
Not applicable.
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
579,429 shares of Common Stock.
(b) Percent of class:
11.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
579,429
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the
disposition of:
579,429
(iv) Shared power to dispose or to direct the
disposition of:
-0-
Mr. Kimberlin is the principal owner and non-member manager
of Spencer Trask Specialty Group, LLC, a Delaware limited
liability company ("STSG"). STSG is the controlling
stockholder of Stolle Milk Biologics, Inc., a Delaware
corporation ("SMBI"). Mr. Kimberlin is the general partner of
Kevin Kimberlin Partners, L.P., a Delaware limited
partnership ("KK Partners"). Trask Partners LLC, a Delaware
limited liability company ("TP LLC"), is a wholly-owned
subsidiary of Spencer Trask & Co., Inc. ("ST&Co."), a
Delaware corporation, of which Mr. Kimberlin is the
controlling stockholder.
TP LLC is the general partner of each of Spencer Trask
Private Equity Fund I LP, a Delaware limited partnership
("Fund I"), and Spencer Trask Private Equity Fund II LP, a
Delaware limited partnership ("Fund II" and, collectively
with Fund I, the "Funds"). The manager of each of the Funds
is ST Management LLC, a Delaware limited liability company
affiliated with ST&Co. ("ST Management"). The principal
place of business of each of STSG, KK Partners, the Funds, TP
LLC, ST&Co. and ST Management is c/o 535 Madison Avenue,
18th floor, New York, NY 10022. The principal place of
business of SMBI is 6954 Cornell Road, Suite 400, Cincinnati,
OH 45242.
As of June 20, 2005, the date on which the Issuer's Form 8-A
Registration Statement became effective under the Securities
Exchange Act of 1934, as amended, and continuing through
December 31, 2005: 21,700 shares of Common Stock were owned
by Fund I; 10,619 shares of Common Stock were owned by Fund
II; 212,382 shares of Common Stock were owned by KK Partners;
235,182 shares of Common Stock were owned by STSG; and 99,546
shares of Common Stock were owned by SMBI.
Based on the Issuer's Form 10-QSB filed with the Securities
and Exchange Commission on November 15, 2005, as of November
12, 2005, 5,034,994 shares of Common Stock were issued and
outstanding, and, based on such number, Mr. Kimberlin then
indirectly beneficially owned 11.5% of such class of
securities.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 14, 2006
/s/ Kevin B. Kimberlin
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Kevin B. Kimberlin