Form 8-K/A

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): November 11, 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))

Section 4 - Matters Related to Accountants and Financial Statements

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

In conjunction with the preparation of the Form 10-K for Nuvilex, Inc. (the “Company”) for the fiscal year ending April 30, 2010, the Company’s officers and directors discussed its previous accounting treatment of the acquisition of Freedom-2 Holdings, Inc. (as acquired in the fiscal year ending April 30, 2009)with its new independent registered public accounting firm, M&K CPA’s PLLC, as well its previous independent registered public accounting firm, Gruber & Company LLC. On or about November 11, 2010, the Company determined that the accounting of the acquisition was not in conformity with the purchase method of accounting required under generally accepted accounting principles. Specifically, the Company did not record the value of the acquired assets and liabilities at fair market (see adjustments, below). The application of the purchase method of accounting necessitated the Company’s restatement of its April 30, 2009 balance sheet, results of operations and cash flows for the year then ended. As part of this reevaluation the Company obtained a third party valuation analysis and purchase price allocation of the Freedom-2 Holdings, Inc. acquisition, which management used to assist in determining the fair value of the transaction. This restatement also resulted in the restatement of the interim financial reports for the quarters ended July 31, 2009, October 31, 2009, and January 31, 2010, all of which have been restated in subsequent filings. Accordingly, the financial reports as originally filed for these periods should not be relied upon. An analysis of the restated April 30, 2009 balance sheet, results of operations and cashflows for the year ended April 30, 2009 is as follows.


	April 30, 2009
	As Reported	Adjustment		As Restated
Cash	$ 603,727	$ -		$ 603,727
Marketable securities	31,185	-		31,185
Accounts receivable - net	156,312	-		156,312
Inventory	117,095	-		117,095
Prepaid expenses	214,418	-		214,418
Current portion of loan receivable	60,000	-		60,000
Total Current Assets	1,182,737	-		1,182,737

Property, plant and equipment - net	2,643,875	(152,745)	1	2,491,130
Goodwill	2,113,412	33,141	4	2,146,553
Intangible assets	857,025	(682,981)	2,3	174,044
Other non-current assets
Loan receivable, net of current portion	45,000	-		45,000
Total Assets	$ 6,842,049	$ (802,585)		$ 6,039,464

Current Liabilities
Accounts payable	$ 209,942	$ -		$ 209,942
Accrued expenses	223,459	-		223,459
Current portion of long-term debt	485,395	135,000	7	620,395
Debt discount	-	(123,904)	5,8	(123,904)
Total Current Liabilities	918,796	11,096		929,892

Long-term Liabilities
Long-term debt	1,929,690	52,475	9,10	1,982,165
Tenant deposits	3,987	-		3,987
Total Liabilities	2,852,473	63,571		2,916,044

Stockholders' Equity:
Preferred stock	1	999,999	11	1,000,000
Common stock	24,517	144	6	24,661
Additional paid in capital	33,197,848	(819,063)	6,7,11	32,378,785
Comprehensive income	8,910	-		8,910
Stock not yet issued	250,000	-		250,000
Accumulated deficit	(29,491,700)	(1,047,236)	6	(30,538,936)
Total Stockholders' Equity	3,989,576	(866,156)		3,123,420
Total Liabilities and Stockholders' Equity	$ 6,842,049	$ (802,585)		$ 6,039,464


	For the Twelve Months Ended April 30, 2009
	As Reported	Adjustment		As Restated
Revenues	$ 653,134	$ -		$ 653,134
Cost of revenues	427,410	-		427,410
Gross profit	225,724	-		225,724

Expenses:
Sales and marketing	594,342	-		594,342
Research and development	473,514	-		473,514
General and administrative	5,199,963	134,836	3,6,10	5,334,799
Total operating expenses	6,267,819	134,836		6,402,655
Net loss from operations	(6,042,095)	(134,836)		(6,176,931)

Other income (expense)
Interest income	14,651	-		14,651
Dividend income	3,862	-		3,862
Gain on sale of marketable securities	9,133	-		9,133
Impairment loss recognized for fixed assets	-	(857,024)	3	(857,024)


Interest expense	(27,175)	(9,296)	10	(36,471)
Total other income (expense)	471	(866,320)		(865,849)
Net loss	$ (6,041,624)	$ (1,001,156)		$ (7,042,780)

Loss per share
Basic and diluted	$ (0.03)			$ (0.03)

Weighted average shares outstanding
Basic and diluted	227,949,900			201,914,344


	For the Year Ended April 30,
	As Reported	Adjustment		As Restated
Cash flows from operating activities:
Net loss	$ (6,041,624)	$ (1,001,156)		$ (7,042,780)
Adjustments used to reconcile net loss to net cash
provided by (used in) operating activities:
Stock issued to retained earnings	-	(46,080)	6	(46,080)
Comprehensive income	8,910	-		8,910
Depreciation and amortization	28,830	(165)	1,2	28,665
Common stock issued for services	71,000	181,080	5,6	252,080
Loss on disposal of fixed assets	-	-		-
Abandonment of intangible asset	6,378	-		6,378
Loan receivable accrued interest	(6,875)	-		(6,875)
Loss on impairment of assets	-	857,025	3	857,025
Net amortization of discount/premium	-	(1,800)	10	(1,800)
Change in assets and liabilities:
(Increase) decrease in accounts receivable	223,484	-		223,484
(Increase) decrease in inventory	172,470	-		172,470
(Increase) decrease in prepaid expenses	4,464,625	-		4,464,625
Increase (decrease) in accounts payable	(299,194)	-		(299,194)
Increase (decrease) in accrued expenses	194,124	-		194,124
Increase in debt discount	-	(123,904)	7	(123,904)
Increase (decrease) in short term debt	-	135,000	5	135,000
(Decrease) in deferred revenue	(7,500)	-		(7,500)
Net cash used in operating activities	(1,185,372)	-		(1,185,372)
Cash flows from investing activities:
Cash proceeds from acquisition of Freedom2	7,592	-		7,592
Collection of loan receivable	15,000	-		15,000
Purchase of fixed assets	(5,080)	-		(5,080)
Proceeds from or (purchase) of marketable securities	(31,185)	-		(31,185)
Net cash provided by (used in) investing activities	(13,673)	-		(13,673)
Cash flows from financing activities:
Cash received for stock not issued	250,000	-		250,000
Proceeds from borrowings	61,629	-		61,629
Repayment of debt	(22,398)	-		(22,398)
Net cash provided by financing activities	289,231	-		289,231
Net decrease in cash and cash equivalents	(909,814)			(909,814)
Cash and cash equivalents at beginning of period	1,513,541			1,513,541
Cash and cash equivalents at end of period	$ 603,727			$ 603,727
SUPPLEMENTAL CASH FLOW INFORMATION:
Franchise and income taxes	$ 2,200			$ 2,200
Cash paid for interest	$ 26,508			$ 26,508
Stock issued for acquisition	$ 2,265,634			$ 2,265,634

A change in value from the originally recorded book value of $2,644,437 in Freedom-2 Holdings, Inc. property, plant and equipment to fair value of $2,489,571. The adjustment of Freedom-2 Holdings, Inc. property, plant and equipment generated a reversal of $2,120 in Q4 depreciation expense for the same assets. The depreciation reversal is reflected in a decrease in general and administrative expenses.

The addition of $176,000 of intangible assets acquired from Freedom-2 Holdings, Inc. Related amortization expense of $1,956 was recorded for the fourth quarter.

Impairment of $857,025 in intangible assets. The impairment is charged to impairment loss recognized for acquired and intangible assets. See Note – 8 Goodwill and Intangible Assets.

A net increase to goodwill as a result in the change to fair value for property, plant & equipment, certain liabilities and the addition of the intangible assets.

An increase in short term debt of $135,000 and general & administrative expenses for the issuance of a convertible note to Kurt Mussina for unpaid severance.

On February 3, 2006, 1,440,000 Common Stock were issued to a shareholder and not placed on the Company’s registry. The shares are valued at $46,080 ($0.32/share). The share issuance was charged to retained earnings. The shares were issued without registration under the Securities Act of 1933, as amended, in reliance upon the exemption afforded by Section 4(2) of that Act. No underwriters were involved.

Pursuant to the beneficial conversion provisions of the Mussina note (see item 4), a debt discount of $135,000 was charged to additional paid in capital in the amount of $135,000.

Amortization of $11,096 of the debt discount is charged to interest expense for the month of April 2009.

A net increase to long term debt as a result of adjusting certain liabilities to fair value.

10.

A net decrease to long term debt for the amortization of the discount and premium which resulted from recording the mortgage and license fee payables at fair value.

11.

A reclass of $999,999 from APIC to preferred stock in order to show the full value of the convertible preferred stock outstanding.

Total assets for the period ending April 30, 2009 were decreased, pursuant to the above restatements, to $6,039,464 from $6,842,049.

Results of operations for the year ended April 30, 2009 of the above restatements increased the net loss attributable to Common Stockholders by $1,001,156 for a total loss attributable to Common Stockholders for the year then ended of $7,042,780 or ($0.03 per share).

The Company’s Board of Directors and Officers discussed the restatement and reviewed the proposed changes with the Company’s prior independent auditors, Gruber & Company, who reissued their audit opinion for the year ended April 30, 2009 based on the restated numbers. The Company’s Board of Directors and Officers discussed the restatement and reviewed the proposed changes with the Company’s new independent auditors, M&K CPA’s and requested letter from its auditors addressing their agreement with the revised financial statements. The auditors reviewed the prior accountant work papers, and the restated financial statements, and determined that the restated financial statements could be relied upon. A copy of the auditor letter is attached hereto.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Document

Location

16.1

Letter dated April 26, 2011, from M & K CPAS, PLLC to the Securities and Exchange Commission.

Filed herewith

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 26, 2011

/s/ Patricia Gruden

Patricia Gruden

Interim Chief Financial Officer