================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                FILE NUMBER 333-

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   NUVIM, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

               Delaware                               13-4083851
       ------------------------                ------------------------
       (State of Incorporation)                (I.R.S. Employer ID No.)

Suite 210, 12 North State Route 17, Paramus, NJ          07652
-----------------------------------------------       ----------
        (Address of Principal Offices)                (Zip Code)

                           (1) 2001 Stock Option Plan
                           (2) 2002 Stock Option Plan
                      (3) 2005 Incentive Stock Option Plan
                      (4) 2005 Directors Stock Option Plan
                           (5) 2006 Stock Option Plan
                           (6) 2007 Stock Option Plan
                      ------------------------------------
                            (Full Title of the Plans)

                               Richard P. Kundrat
              Suite 210, 12 North State Route 17, Paramus, NJ 07652
              -----------------------------------------------------
                     (Name and address of Agent for Service)

                                  201.566.1010
          ------------------------------------------------------------
          (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
----------------   ----------    --------------   ---------------   ------------
Common Stock (1)    4,936,147      $0.32 (2)      $ 1,579,561 (2)      $48.49

(1) Issuable pursuant to the Plans.

(2) Estimated  Price in  accordance  with Rule  457(h)  and based upon  the last
reported sale of $0.32 per share on the NASD OTC  Electronic  Bulletin  Board on
May 18, 2007

================================================================================

<PAGE>

                        PART I - INFORMATION REQUIRED IN
                          THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

The documents  containing the information related to the NuVim 2001 Stock Option
Plan,  2002 Stock Option Plan,  2005 Incentive Stock Option Plan, 2005 Directors
Stock  Option  Plan,  2006 Stock  Option  Plan,  and 2007 Stock Option Plan (the
"Plans") which are not being filed as part of this  Registration  Statement (the
"Registration  Statement"),  and documents incorporated by reference in response
to Item 3 of  Part  II of this  Registration  Statement,  which  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 provide to the participant a written statement advising them
of the availability  without charge,  upon written or oral request, of 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

                                                                               2
<PAGE>

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., Certified Public Accountants

99.1      NuVim, Inc. 2001 Employee Stock Option Plan (Incorporated by reference
          from Registration Statement filed December 2, 2004).

99.2      2002  Stock  Option  Plan   (Incorporated   by   reference   from  the
          Pre-Effective  Amendment No.1 to the  Registration  Statement filed on
          February 3, 2005)

99.3      2005 Incentive Stock Option Plan  (Incorporated  by reference from the
          Pre-Effective  Amendment No.3 to the  Registration  Statement filed on
          March 31, 2005)

99.4      2005 Directors Stock Option Plan  (Incorporated  by reference from the
          Pre-Effective  Amendment No.3 to the  Registration  Statement filed on
          March 31, 2005)

99.5      2006 Stock Option Plan  (Incorporated  by  reference  from the Current
          Report on Form 8-K filed May 30, 2006)

99.6      2007 Stock Option Plan  (Incorporated  by reference  from Schedule 14C
          filed on April 27, 2007)

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.

                                                                               3
<PAGE>

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.

                                                                               4
<PAGE>

                                   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 May 17, 2007.

NUVIM, INC.

By:  /s/ Richard P. Kundrat
     -----------------------------------
     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: May 17, 2007
     -----------------------------------
     Richard Kundrat, Director

     /s/ Stanley Moger                                Dated: May 17, 2007
     -----------------------------------
     Stanley Moger, Director

     /s/ Calvin Hodock                                Dated: May 17, 2007
     -----------------------------------
     Calvin Hodock, Director

     /s/ Peter V. DeCrescenzo                         Dated: May 17, 2007
     -----------------------------------
     Peter V. DeCrescenzo, Director

                                                      Dated: May __, 2007
     -----------------------------------
     Doug Scott, Director

                                                                               5
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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.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

               Delaware                               13-4083851
       ------------------------                ------------------------
       (State of Incorporation)                (I.R.S. Employer ID No.)

Suite 210, 12 North State Route 17, Paramus, NJ          07652
-----------------------------------------------       ----------
        (Address of Principal Offices)                (Zip Code)

                           (1) 2001 Stock Option Plan
                           (2) 2002 Stock Option Plan
                      (3) 2005 Incentive Stock Option Plan
                      (4) 2005 Directors Stock Option Plan
                           (5) 2006 Stock Option Plan
                           (6) 2007 Stock Option Plan
                      ------------------------------------
                            (Full Title of the Plans)

                               Richard P. Kundrat
              Suite 210, 12 North State Route 17, Paramus, NJ 07652
              -----------------------------------------------------
                     (Name and address of Agent for Service)

                                  201.566.1010
          ------------------------------------------------------------
          (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
----------------   ----------    --------------   ---------------   ------------
Common Stock (1)    4,936,147      $0.32 (2)      $ 1,579,561 (2)      $48.49

(1) Issuable pursuant to the Plans.

(2) Estimated  Price in  accordance  with Rule  457(h)  and based upon  the last
reported sale of $0.32 per share on the NASD OTC  Electronic  Bulletin  Board on
May 18, 2007

================================================================================
PART I - INFORMATION REQUIRED IN
                          THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

The documents  containing the information related to the NuVim 2001 Stock Option
Plan,  2002 Stock Option Plan,  2005 Incentive Stock Option Plan, 2005 Directors
Stock  Option  Plan,  2006 Stock  Option  Plan,  and 2007 Stock Option Plan (the
"Plans") which are not being filed as part of this  Registration  Statement (the
"Registration  Statement"),  and documents incorporated by reference in response
to Item 3 of  Part  II of this  Registration  Statement,  which  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 provide to the participant a written statement advising them
of the availability  without charge,  upon written or oral request, of 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

                                                                               2
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., Certified Public Accountants

99.1      NuVim, Inc. 2001 Employee Stock Option Plan (Incorporated by reference
          from Registration Statement filed December 2, 2004).

99.2      2002  Stock  Option  Plan   (Incorporated   by   reference   from  the
          Pre-Effective  Amendment No.1 to the  Registration  Statement filed on
          February 3, 2005)

99.3      2005 Incentive Stock Option Plan  (Incorporated  by reference from the
          Pre-Effective  Amendment No.3 to the  Registration  Statement filed on
          March 31, 2005)

99.4      2005 Directors Stock Option Plan  (Incorporated  by reference from the
          Pre-Effective  Amendment No.3 to the  Registration  Statement filed on
          March 31, 2005)

99.5      2006 Stock Option Plan  (Incorporated  by  reference  from the Current
          Report on Form 8-K filed May 30, 2006)

99.6      2007 Stock Option Plan  (Incorporated  by reference  from Schedule 14C
          filed on April 27, 2007)

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.

                                                                               3
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.

                                                                               4
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 May 17, 2007.

NUVIM, INC.

By:  /s/ Richard P. Kundrat
     -----------------------------------
     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: May 17, 2007
     -----------------------------------
     Richard Kundrat, Director

     /s/ Stanley Moger                                Dated: May 17, 2007
     -----------------------------------
     Stanley Moger, Director

     /s/ Calvin Hodock                                Dated: May 17, 2007
     -----------------------------------
     Calvin Hodock, Director

     /s/ Peter V. DeCrescenzo                         Dated: May 17, 2007
     -----------------------------------
     Peter V. DeCrescenzo, Director

                                                      Dated: May __, 2007
     -----------------------------------
     Doug Scott, Director

                                                                               5