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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):
August 23, 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 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
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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
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Richard Kundrat, CEO
Page 3 of 4
INDEX TO EXHIBITS
Exhibit Page
Number Number Description
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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