UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2010
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.) |
7702 E. Doubletree Ranch Rd, Suite #300, Scottsdale, AZ | 85541 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's telephone number, including area code (480) 348-8050
EFOODSAFETY.COM, INC.
(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
The purpose of this Current Report on Form 8-K/A is to amend the Current Report on Form 8-K filed by Nuvilex, Inc. on September 15, 2010 (the “Original 8-K) solely to restate Item 4.02 of the Original 8-K in response to comments received from the Staff of the Securities and Exchange Commission (“SEC”).
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Nuvilex, Inc. (the “Company”) received an OTCBB Delinquency Notification dated August 16, 2010 (“Notification”) advising that the Company is delinquent with respect to the filing of its Annual Report on Form 10-K for the year ended April 30, 2010. The Notification states that, pursuant to NASD Rule 6530, unless the delinquent filing has been received and time stamped by the EDGAR system of the United States Securities and Exchange Commission (the “SEC”) by 5:30 pm EST on September 15, 2010, the securities of the Company will not be eligible for quotation on the OTC Bulletin Board (“OTCBB”). The Notification is incorporated herein by reference as Exhibit 99.1.
The Company is seeking to resolve this matter. The Company has engaged M&K CPAS, PLLC (“M&K”) to audit its financial statements as of April 30, 2010. Presently, however, it is unlikely that the Company will be able to file its Form10-K for the period ending April 30, 2010.
In the event the Company is unable to file its Annual Report on Form 10-K by September 15, 2010, the Company believes it will not be eligible for quotation on the OTCBB, but will continue to be quoted on the “pink sheets” electronic over-the-counter securities market. If the Company loses its eligibility for quotation on OTCBB, the Company intends to apply for reinstatement of quotation of its common stock on the OTCBB promptly following the filing of its Annual Report on Form 10-K for the year ended April 30, 2010. If the Company loses its eligibility for quotation on OTCBB, there can be no assurances as to when, if at all, the Company’s common stock will be reinstated for trading on OTCBB.
Item 4.02 Non-Reliance on Previous Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On March 26, 2010, the Company filed a current report on Form 8-K/A to amend its filing of the current report on Form 8-K dated March 8, 2010, addressing changes in Company’s Certifying Accountant. As disclosed earlier on the Company’s current report on Form 8-K dated March 8, 2010, the Company dismissed Gruber & Company, LLC (“Gruber”) as the independent auditor for the Company. The decision to dismiss Gruber and to seek a new independent auditor was approved by the Company’s Board of Directors. As disclosed earlier on the Company’s current report on Form 8-K/A dated March 26, 2010, Gruber agreed with statements contained in Item 4.01 of the Company’s filing on Form 8-K/A dated March 26, 2010 with regard to the Company’s financial statements for the fiscal years ended April 30, 2009 and 2008 and from April 30, 2009 through March 8, 2010 (the “Gruber Statement”).
On March 8, 2010, the Company engaged M&K as the Company’s independent accountant to audit the Company’s financial statements and to perform reviews of interim financial statements. M&K contacted Gruber to confirm Gruber’s audit of the Company’s prior year financial statements for the year ending April 30, 2009 as required by the generally accepted auditing standards. Notwithstanding the Gruber Statement, Gruber originally refused to provide confirmation of the audit of the Company’s prior year financial statements to M&K. The Company’s audited financial statements for the year ending April 30, 2009 and 2008 were audited by Steven P. Corso, CPA, who represented himself to be an associate of Gruber’s. Mr. Gruber originally refused to re-certify the financial statements on the basis that he was unable to locate Mr. Corso’s working papers. He has subsequently been able to determine that he has sufficient documentation to support the previously issued audit opinions for the years ended April 30, 2009 and 2008.
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: January 13, 2011
/s/ Patricia Gruden
Patricia Gruden
Interim Chief Executive Officer
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