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