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

                       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):
                                November 9, 2007

                                   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:

[ ]  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))

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

<PAGE>

SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)  On November 1, 2007, the Board of Directors,  acting in  consultation  with
the Audit  Committee,  authorized the Audit Committee to dismiss NuVim's present
certifying accountant, WithumSmith+Brown, P.C.

     On the same day, the Board of Directors  authorized the Audit  Committee to
execute an engagement  letter with Sherb & Co., LLP for audit of the 2007 annual
report  and a review of the  third  quarter  2007  report.  There  were no prior
consultations  concerning  either the  accounting  principals  applicable to any
transactions or the type of audit opinion that might be rendered.

     On  November  9, 2007 the  Chairman,  acting  pursuant  to Audit  Committee
authority  dismissed  WithumSmith+Brown,   P.C.  The  committee  had  previously
authorized its Chairman, Doug Scott, to execute an engagement letter with
Sherb & Co., LLP

     Other than the caveat  concerning their "doubts about [NuVim's]  ability to
continue as a going concern",  neither of their opinions for the last two fiscal
years contained an adverse opinion or disclaimer of opinion.  Neither report has
been modified in any way. There were no disagreements with the former accountant
on any  matter  of  accounting  principals  or  practices,  financial  statement
disclosure, or auditing scope or procedure.

     NuVim has provided a copy of this Current Report to  WithumSmith+Brown  and
asked them to provide a letter  stating  whether they agree with the  statements
made in this report. Their letter is attached as Exhibit 16.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

<TABLE>
<CAPTION>
 EXHIBIT                                                               INCORP. BY
 NUMBER     DESCRIPTION OF EXHIBIT                                        REF.       FILED NOW
 --------   -------------------------------------------------------    ----------    ---------
   <S>      <C>                                                        <C>              <C>
   16       Letter dated November 12, 2007 from  WithumSmith+Brown,                     (X)
            NuVim's former accountants, pursuant to Item 304(a)(3),
</TABLE>

                                   Page 2 of 5
<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: November 12, 2007                              By: /s/ Richard Kundrat
                                                         -----------------------
                                                         Richard Kundrat, CEO

                                   Page 3 of 5
<PAGE>

                                INDEX TO EXHIBITS

  Exhibit    Page
  Number     Number  Description
  ---------  ------  -----------------------------------------------------------
    16         5     Letter  dated  November  12,  2007 from  WithumSmith+Brown,
                     NuVim's  former  accountants, pursuant to Item 304(a)(3)

                                   Page 4 of 5
[{"type": "8-K", "sequence": "1", "filename": "ni71806.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5480}]
{"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": "071236279"}, "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):
                                November 9, 2007

                                   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:

[ ]  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))

================================================================================
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)  On November 1, 2007, the Board of Directors,  acting in  consultation  with
the Audit  Committee,  authorized the Audit Committee to dismiss NuVim's present
certifying accountant, WithumSmith+Brown, P.C.

     On the same day, the Board of Directors  authorized the Audit  Committee to
execute an engagement  letter with Sherb & Co., LLP for audit of the 2007 annual
report  and a review of the  third  quarter  2007  report.  There  were no prior
consultations  concerning  either the  accounting  principals  applicable to any
transactions or the type of audit opinion that might be rendered.

     On  November  9, 2007 the  Chairman,  acting  pursuant  to Audit  Committee
authority  dismissed  WithumSmith+Brown,   P.C.  The  committee  had  previously
authorized its Chairman, Doug Scott, to execute an engagement letter with
Sherb & Co., LLP

     Other than the caveat  concerning their "doubts about [NuVim's]  ability to
continue as a going concern",  neither of their opinions for the last two fiscal
years contained an adverse opinion or disclaimer of opinion.  Neither report has
been modified in any way. There were no disagreements with the former accountant
on any  matter  of  accounting  principals  or  practices,  financial  statement
disclosure, or auditing scope or procedure.

     NuVim has provided a copy of this Current Report to  WithumSmith+Brown  and
asked them to provide a letter  stating  whether they agree with the  statements
made in this report. Their letter is attached as Exhibit 16.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits
EXHIBIT                                                               INCORP. BY
 NUMBER     DESCRIPTION OF EXHIBIT                                        REF.       FILED NOW
 --------   -------------------------------------------------------    ----------    ---------
16       Letter dated November 12, 2007 from  WithumSmith+Brown,                     (X)
            NuVim's former accountants, pursuant to Item 304(a)(3),
Page 2 of 5
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: November 12, 2007                              By: /s/ Richard Kundrat
                                                         -----------------------
                                                         Richard Kundrat, CEO

                                   Page 3 of 5
INDEX TO EXHIBITS

  Exhibit    Page
  Number     Number  Description
  ---------  ------  -----------------------------------------------------------
    16         5     Letter  dated  November  12,  2007 from  WithumSmith+Brown,
                     NuVim's  former  accountants, pursuant to Item 304(a)(3)

                                   Page 4 of 5