UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2009
NUVILEX, INC.
(Exact name of registrant as specified in its charter)
Nevada | 333-68008 | 62-1772151 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1971 Old Cuthbert Road Cherry Hill, New Jersey | 08034 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code (856) 354-0707
eFoodsafety.com
7702 East Doubletree Ranch Road
Suite 300
Scottsdale, Arizona 85258
(Former name or former address, if changed since last report.)
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))
EXPLANATORY NOTE
On March 3, 2009, Nuvilex, Inc. (the “Registrant”) filed a Current Report on Form 8-K to report that it had closed its acquisition of Freedom2 Holdings, Inc. (Freedom2) on January 12, 2009. In response to part (a) and (b) of Item 9.01 of such Form 8-K, Nuvilex, Inc. stated that it would file by amendment the required financial statements, as required by Rule 3-05(b) of Regulation S-X and pro forma financial information, as required pursuant to Article 11 of Regulation S-X. This Form 8-K/A Amendment No. 1 is being filed to provide the required financial statements and pro forma financial information.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 EXHIBITS
(a) Financial Statements of businesses acquired
The required financial statements of Freedom2 are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
(b) Pro Forma Financial Statements.
The pro forma financial information is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred had the acquisition of Freedom2 by the Registrant been consummated at the beginning of the periods presented, nor is it necessarily indicative of future operating results or financial position. These pro forma financial statements are based on and should be read in conjunction with the historical financial statements and the related notes thereto of the Registrant and Freedom2.
Exhibit No. | Description |
|
|
99.1 |
The Audited Financial Statements of Freedom2 as of December 31, 2008 and 2007 for the years then ended.
|
99.2 |
Unaudited pro forma information |
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.
NUVILEX, INC.
(Registrant)
Date: April 6, 2009
/s/ Martin Schmieg
Martin Schmieg
Chief Executive Officer
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