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

                       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):
                                 April 18, 2006

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

                        Commission File Number 000-50508

             Delaware.                                          13-4083851
 ---------------------------------                         -------------------
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                           Identification No.)

               12 North State Route 17, Paramus, New Jersey 07652
               --------------------------------------------------
                    (Address of Principal Executive Offices)

                                  201.556.1010
              ----------------------------------------------------
              (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))

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

<PAGE>

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

        Since the filing of the Current Report on Form 8-K filed on December 27,
2005, the following securities have been sold:

        Sales for Cash

        On April 18, 2006,  Paulson Investment  Company,  Inc., the company that
served as underwriter of NuVim's recently  completed  initial public offering of
securities,  purchased  500,000  shares of NuVim's  common  stock for  $100,000.
Paulson  represented itself to be an accredited  investor who was purchasing the
common stock for its own investment and not for resale.  It 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).

        This sale was the first to be made  under a  Placement  Agent  Agreement
between  Paulson  Investment  Company,  Inc.  and  NuVim.  See Item 8.01 - Other
Events.

        Acquisition of the remainder of NuVim Powder LLC

        NuVim originally planned to distribute the powder version of its product
through a subsidiary fifty-one percent of which was to be owned by NuVim and the
balance owned by Santa Fe Productions  Inc., the venture's  production  company,
the entertainer Dick Clark, and NuVim director Stanley Moger.

        During  the  first  quarter  of  2006,  NuVim  acquired  all of Santa Fe
Productions'  24% interest in the powder  subsidiary for a seven year warrant to
purchase 50,000 shares of common stock for a dollar a share.

        On April 7, 2006 NuVim  agreed with  Messrs.  Clark and Moger to acquire
their respective 12.5% interests in the powder  subsidiary for 225,000 shares of
NuVim common stock each.  NuVim  executed the  agreement on April 18, 2006.  The
NuVim shares were exchanged for the interests in the powder  subsidiary on April
20, 2006.  Clark and Moger are accredited  investors who accepted the shares for
their own  investment  and  agreed to  restrictions  on resale  placed  with the
Company's  transfer  agent and the  printing of a legend on their  certificates.
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).

        Common Stock Issued for Services

        On  March  9,  2006,  NuVim  issued  7,850  shares  of  common  stock to
SmallCapVoice.com, a media publicity service for publicity services. It accepted
the shares for investment and not with a

                                   Page 2 of 7
<PAGE>

view to distribution. To enforce that understanding,  a legend has been endorsed
on the  certificate  evidencing  the shares and a stop  transfer  order has been
placed with NuVim's transfer agent with respect to these shares. Therefore, this
issuance is exempt from registration under the Securities Act as not involving a
public distribution under section 4(2).

        Also on March 9, 2006 NuVim issued of 50,000  shares of its Common Stock
to NuVim's  Secretary as payment for services for the period beginning  February
1, 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
$13,750.

        Common Stock issued for Executive Compensation

        On April 20,  2006  NuVim and two  current  and one  retired  executives
reached  agreement on the number of shares to be granted in lieu of a cash bonus
for 2005 and the additional  restrictions to be imposed on their ability to sell
the shares. A total of 661,500 shares were granted,  341,500 to Mr. Kundrat, the
CEO, 200,000 to John L. Sullivan,  the  Vice-President  of Sales, and 120,000 to
Paul J. Young,  until April 1, 2006 the Vice  President of Operations  and now a
member of the Advisory  Board.  All are accredited  investors who have agreed in
writing that they are accepting the shares for investment  purposes and will not
sell the shares until after May 1, 2007.  Legends indicating that the shares are
unregistered  have been placed on the certificates and stop transfer orders with
respect to these certificates have been placed with NuVim's transfer agent. As a
result,  this issuance is exempt from  registration  under the Securities Act as
not involving a public distribution under section 4(2) and 4(6).

        On  April  21,  2006  Michael  Vesey  agreed,  in  connection  with  his
resignation  reported  below in Item  5.02(b),  to accept 98,955 shares of NuVim
common stock in payment of accrued salary of $19,791.  In addition,  he accepted
85,000 shares of common stock in lieu of his executive  cash bonus for 2005. Mr.
Vesey also agreed that he will not sell his shares before May 1, 2007. Mr. Vesey
is an accredited  investor who is accepting the shares for investment  purposes.
Legends  indicating  that the shares are  unregistered  have been  placed on the
certificates  and stop transfer orders with respect to these  certificates  have
been placed with NuVim's  transfer agent.  As a result,  this issuance is exempt
from   registration   under  the  Securities  Act  as  not  involving  a  public
distribution under section 4(2) and 4(6).

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

        (b)     In a communication received on April 4, 2006, NuVim director and
Audit  Committee

                                   Page 3 of 7
<PAGE>

chair Frederick S. Pierce stated his intention to resign as a director effective
May 1, 2006. As a result of this, he will not be a candidate for election at the
up coming  annual  meeting.  No  disagreements  were  included  in Mr.  Pierce's
communication and none are known to any executive officer.

                Paul  J.  Young,   NuVim's  Vice  President  of  Operations  has
resigned,  effective  April  1,  2006  and has been  appointed  to the  Advisory
Committee  of the Board of  Directors.  During  2005,  Mr. Young has reduced his
activities to two days a week to help reduce NuVim's overhead.  NuVim has used a
consultant to supplement and now carry on Mr. Young's work.

                Michael Vesey,  NuVim's Chief  Financial  Officer,  has resigned
effective April 30, 2006.

SECTION 8 OTHER EVENTS

ITEM 8.01 OTHER EVENTS

        On April 10, 2006,  Paulsen Investment  Company,  Inc. 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.

        At the end of the last fiscal  year,  NuVim owed three of its officers a
total of $87,500 for unpaid salary. In February, 2006 the Board authorized up to
437,500  shares in  settlement  of these  obligations.  In March,  NuVim and the
officers  agreed that,  in exchange for the officers  deferring  payment of this
obligation until January 2007, if settlement of the obligation was to be made in
shares  rather than cash,  NuVim would not ask the  officers to accept less than
437,500 shares in lieu of the cash due them.

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

                                   Page 4 of 7
<PAGE>

(c) Exhibits:

        Exhibit
        Number                         Description of Exhibit
        --------   -------------------------------------------------------------
        10.42      Warrant  issued in  connection  with  acquisition  of 24%
                   interest  in NuVim Powder LLC

        10.43      Placement Agent Agreement

                                   Page 5 of 7
<PAGE>

                                   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: April 21, 2006                       By:  /s/ Richard Kundrat
                                                --------------------------------
                                                Richard Kundrat, CEO

                                   Page 6 of 7
<PAGE>

                                INDEX TO EXHIBITS

Exhibit    Page
Number     Number                            Description
-------    ------      ---------------------------------------------------------
10.42        E-1       Warrant  issued in  connection  with  acquisition  of 24%
                       interest in NuVim Powder LLC

10.43       E-11       Placement Agent Agreement

                                   Page 7 of 7
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{"company-data": {"conformed-name": "NUVIM INC", "cik": "0001170652", "assigned-sic": "5140", "irs-number": "134083851", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-32499", "film-number": "06773405"}, "business-address": {"street1": "12 ROUTE 17 NORTH STE 210", "city": "PARAMUS", "state": "NJ", "zip": "07652", "phone": "(201) 556-1010"}, "mail-address": {"street1": "12 NORTH STATE ROUTE 17", "city": "PARAMUS", "state": "NJ", "zip": "07652"}}
================================================================================

                       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):
                                 April 18, 2006

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

                        Commission File Number 000-50508

             Delaware.                                          13-4083851
 ---------------------------------                         -------------------
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                           Identification No.)

               12 North State Route 17, Paramus, New Jersey 07652
               --------------------------------------------------
                    (Address of Principal Executive Offices)

                                  201.556.1010
              ----------------------------------------------------
              (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))

================================================================================
SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

        Since the filing of the Current Report on Form 8-K filed on December 27,
2005, the following securities have been sold:

        Sales for Cash

        On April 18, 2006,  Paulson Investment  Company,  Inc., the company that
served as underwriter of NuVim's recently  completed  initial public offering of
securities,  purchased  500,000  shares of NuVim's  common  stock for  $100,000.
Paulson  represented itself to be an accredited  investor who was purchasing the
common stock for its own investment and not for resale.  It 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).

        This sale was the first to be made  under a  Placement  Agent  Agreement
between  Paulson  Investment  Company,  Inc.  and  NuVim.  See Item 8.01 - Other
Events.

        Acquisition of the remainder of NuVim Powder LLC

        NuVim originally planned to distribute the powder version of its product
through a subsidiary fifty-one percent of which was to be owned by NuVim and the
balance owned by Santa Fe Productions  Inc., the venture's  production  company,
the entertainer Dick Clark, and NuVim director Stanley Moger.

        During  the  first  quarter  of  2006,  NuVim  acquired  all of Santa Fe
Productions'  24% interest in the powder  subsidiary for a seven year warrant to
purchase 50,000 shares of common stock for a dollar a share.

        On April 7, 2006 NuVim  agreed with  Messrs.  Clark and Moger to acquire
their respective 12.5% interests in the powder  subsidiary for 225,000 shares of
NuVim common stock each.  NuVim  executed the  agreement on April 18, 2006.  The
NuVim shares were exchanged for the interests in the powder  subsidiary on April
20, 2006.  Clark and Moger are accredited  investors who accepted the shares for
their own  investment  and  agreed to  restrictions  on resale  placed  with the
Company's  transfer  agent and the  printing of a legend on their  certificates.
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).

        Common Stock Issued for Services

        On  March  9,  2006,  NuVim  issued  7,850  shares  of  common  stock to
SmallCapVoice.com, a media publicity service for publicity services. It accepted
the shares for investment and not with a

                                   Page 2 of 7
view to distribution. To enforce that understanding,  a legend has been endorsed
on the  certificate  evidencing  the shares and a stop  transfer  order has been
placed with NuVim's transfer agent with respect to these shares. Therefore, this
issuance is exempt from registration under the Securities Act as not involving a
public distribution under section 4(2).

        Also on March 9, 2006 NuVim issued of 50,000  shares of its Common Stock
to NuVim's  Secretary as payment for services for the period beginning  February
1, 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
$13,750.

        Common Stock issued for Executive Compensation

        On April 20,  2006  NuVim and two  current  and one  retired  executives
reached  agreement on the number of shares to be granted in lieu of a cash bonus
for 2005 and the additional  restrictions to be imposed on their ability to sell
the shares. A total of 661,500 shares were granted,  341,500 to Mr. Kundrat, the
CEO, 200,000 to John L. Sullivan,  the  Vice-President  of Sales, and 120,000 to
Paul J. Young,  until April 1, 2006 the Vice  President of Operations  and now a
member of the Advisory  Board.  All are accredited  investors who have agreed in
writing that they are accepting the shares for investment  purposes and will not
sell the shares until after May 1, 2007.  Legends indicating that the shares are
unregistered  have been placed on the certificates and stop transfer orders with
respect to these certificates have been placed with NuVim's transfer agent. As a
result,  this issuance is exempt from  registration  under the Securities Act as
not involving a public distribution under section 4(2) and 4(6).

        On  April  21,  2006  Michael  Vesey  agreed,  in  connection  with  his
resignation  reported  below in Item  5.02(b),  to accept 98,955 shares of NuVim
common stock in payment of accrued salary of $19,791.  In addition,  he accepted
85,000 shares of common stock in lieu of his executive  cash bonus for 2005. Mr.
Vesey also agreed that he will not sell his shares before May 1, 2007. Mr. Vesey
is an accredited  investor who is accepting the shares for investment  purposes.
Legends  indicating  that the shares are  unregistered  have been  placed on the
certificates  and stop transfer orders with respect to these  certificates  have
been placed with NuVim's  transfer agent.  As a result,  this issuance is exempt
from   registration   under  the  Securities  Act  as  not  involving  a  public
distribution under section 4(2) and 4(6).

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

        (b)     In a communication received on April 4, 2006, NuVim director and
Audit  Committee

                                   Page 3 of 7
chair Frederick S. Pierce stated his intention to resign as a director effective
May 1, 2006. As a result of this, he will not be a candidate for election at the
up coming  annual  meeting.  No  disagreements  were  included  in Mr.  Pierce's
communication and none are known to any executive officer.

                Paul  J.  Young,   NuVim's  Vice  President  of  Operations  has
resigned,  effective  April  1,  2006  and has been  appointed  to the  Advisory
Committee  of the Board of  Directors.  During  2005,  Mr. Young has reduced his
activities to two days a week to help reduce NuVim's overhead.  NuVim has used a
consultant to supplement and now carry on Mr. Young's work.

                Michael Vesey,  NuVim's Chief  Financial  Officer,  has resigned
effective April 30, 2006.

SECTION 8 OTHER EVENTS

ITEM 8.01 OTHER EVENTS

        On April 10, 2006,  Paulsen Investment  Company,  Inc. 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.

        At the end of the last fiscal  year,  NuVim owed three of its officers a
total of $87,500 for unpaid salary. In February, 2006 the Board authorized up to
437,500  shares in  settlement  of these  obligations.  In March,  NuVim and the
officers  agreed that,  in exchange for the officers  deferring  payment of this
obligation until January 2007, if settlement of the obligation was to be made in
shares  rather than cash,  NuVim would not ask the  officers to accept less than
437,500 shares in lieu of the cash due them.

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

                                   Page 4 of 7
(c) Exhibits:

        Exhibit
        Number                         Description of Exhibit
        --------   -------------------------------------------------------------
        10.42      Warrant  issued in  connection  with  acquisition  of 24%
                   interest  in NuVim Powder LLC

        10.43      Placement Agent Agreement

                                   Page 5 of 7
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: April 21, 2006                       By:  /s/ Richard Kundrat
                                                --------------------------------
                                                Richard Kundrat, CEO

                                   Page 6 of 7
INDEX TO EXHIBITS

Exhibit    Page
Number     Number                            Description
-------    ------      ---------------------------------------------------------
10.42        E-1       Warrant  issued in  connection  with  acquisition  of 24%
                       interest in NuVim Powder LLC

10.43       E-11       Placement Agent Agreement

                                   Page 7 of 7