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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):
May 25, 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 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 by NuVim on May 25, 2006 after the
shareholders' and directors' meetings, NuVim director and Corporate Governance
and Nominating Committee chair William Franke resigned as a director effective
June 1, 2006. As a result of this, although he was elected a director at the
annual meeting, he will not continue to serve. No disagreements were included in
Mr. Franke's communication and none are known to any executive officer.
(d) At its May 25, 2006 meeting, the directors elected Doug Scott, the
President, CEO, and Founder of the Platinum Television Group and New Line Media
Solutions. Mr. Scott, who is 39 years old, has served in this capacity since
1997. Before that he was a Vice President and Senior Vice President with
responsibility for marketing and media development for Intermedia Marketing
Solutions, Inc. His committee assignments have not been made at this time.
During 2005, NuVim paid Mr. Scott's production company, Platinum
Television Group, a total of $19,700 for advertising production services.
Management believes that the price for the services delivered was in line with
industry standards.
SECTION 8 OTHER EVENTS
ITEM 8.01 OTHER EVENTS
At the 2006 Annual Meeting of Shareholders held on May 25th, 2006 the
holders of 4,295,330 shares of common stock were represented. Their votes for
director are set forth in the following table.
Name For Withheld
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Richard Kundrat 4,171,437 4,372
Peter DeCrescenzo 4,171,437 4,372
William C. Franke 4,174,626 1,183
Calvin L. Hodock 4,174,626 1,183
Stanley H. Moger 4,171,437 4,372
All five candidates were elected. Please see Items 5.02 (b) and (d) for a report
concerning Mr. Franke's resignation and the election of his replacement.
At the same meeting, the shareholders approved the 2006 Stock Option
Plan by a vote of 1,605,595 in favor and 21,441 opposed.
Page 2 of 5
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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10.44 2006 Stock Option Plan
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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: May 30, 2006 By: /s/ Richard Kundrat, CEO
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Richard Kundrat, CEO
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INDEX TO EXHIBITS
Exhibit Page
Number Number Description
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10.44 E-1 2006 Stock Option Plan
Page 5 of 5